ELITE HOTEL INVESTORS NETWORK
TERMS OF SERVICE
Last Updated November 12, 2024
Please read these Terms of Service (these “Terms”) carefully as they form a binding agreement by and between you (“you” or “your”) and Perfect Real Estate Investments, LLC (“Company”, “us”, “our”, or “we”), in respect of the Elite Hotel Investors Network (the “Club”). You and Company may be referred to individually, as a “Party” and, collectively, as the “Parties”.
By using your membership in the Club or any of the benefits thereof (your “Membership”) in any way or for any purpose, by accessing or using any part of the Services (as defined in Section 1.1), or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms, as well as all other operating rules, terms, conditions, policies, and procedures that may be published and updated from time to time on or through the Services or which have otherwise been disclosed to you by Company.
COMPANY MAY MAKE CHANGES TO THESE TERMS, FROM TIME TO TIME, AT ITS SOLE DISCRETION. YOUR CONTINUED ACCESS TO AND USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AS THEN IN EFFECT. IF YOU DO NOT AGREE WITH SUCH TERMS, DO NOT ACCESS, USE OR CONTINUE TO USE ANY OF THE SERVICES.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND COMPANY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Membership Services.
1.1 Description. Company provides an online platform that provides investors who become members of the Club (“Members”) with hotel and related property listings and various other related services (as further defined in Section 16, the “Club Platform” or the “Platform”). These Terms govern your access to and use of the Platform, your Membership in the Club, as well as your access to, participation in, and use of our services, events, and Company Materials (as defined in Section 16) (collectively, the “Services”). The Services may include interactive messaging channels, boards, forums or groups, interactive real-time audio and/or video conversation platforms, and other interactive features that allow Members to post, submit, publish, display, or transmit information to other Members or other Persons (hereinafter, “post”) on or through the Platform.
1.2 Disclaimer. These Terms and the provision of the Services are not investment advice and do not constitute any offer or solicitation to offer or recommend any investment product, and neither does anything contained on or in the Platform or Company Materials. We do not guarantee the success of any project or investment and all investment decisions are the sole responsibility of the Members. We are not liable for any losses incurred by Members or any other Person as a result of any investment decisions of the Members or any other Persons.
1.3 Right to Become a Member; Right to Access and Use the Services; Company’s Rights. You acknowledge and agree that you may only become a Member if Company, at its sole discretion, approves of your application for Membership. Membership may be rescinded or modified by Company for any or no reason, at Company’s sole discretion. Use of or access to the Services is limited to Members in good standing and only for their own non-commercial purposes. All access and use of the Services shall be automatically and without notice revoked where your access or use is prohibited by Applicable Law. You are solely responsible for ensuring that your Membership and access to and use of the Services comply with all Applicable Laws. FOR AVOIDANCE OF DOUBT, COMPANY RETAINS THE RIGHT, AT ITS SOLE DISCRETION TO DENY USE OF OR ACCESS TO ANY PERSON, INCLUDING YOU, TO ALL OR ANY PART OF THE SERVICES AT ANY TIME AND FOR ANY OR NO REASON, INCLUDING VIOLATION OF THESE TERMS.
2. Use of the Services.
2.1 Authorization to Use the Services. Subject to all terms and conditions of these Terms, and you becoming a Member, we grant you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to access and use the Services.
2.2 Intellectual Property Rights. Any and all Intellectual Property and other proprietary elements incorporated in the Services (including all Intellectual Property Rights therein) are and shall remain the sole and exclusive property of Company (or its licensors or other providers, as applicable). All rights not expressly granted to you herein are reserved by Company and its licensors and other providers.
2.3 Restrictions on Use. You shall not: (i) access or use the Services except in compliance with applicable law and or for any purpose other than your own non-commercial and non-competitive purposes; (ii) bypass or breach any security device or protection implemented in respect of the Services; (iii) knowingly post any information or materials that are unlawful or injurious, or contain, transmit or activate any viruses (or other code with contaminating or destructive properties); or (iv) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or provision of the Services to any Person;
3. Information Related to Membership.
3.1 Access Credentials; Unauthorized Use. You acknowledge and agree that any login credentials and passwords provided to you are for your use only. You are responsible for maintaining the confidentiality of your all such credentials and passwords. You are responsible for all activity occurring under your account and all acts and omissions of any Person who accesses or uses the Services by or through you, your account or your credentials and passwords (whether or not such access or use is authorized by you).
3.2 Privacy Policy. Company shall treat any personal data that it obtains about or from you, whether through the Platform or otherwise, in accordance with our Privacy Policy maintained on our website and, for the avoidance of doubt, our Privacy Policy shall be deemed to be fully incorporated by reference into these Terms (and shall take precedence in the event of any conflict herewith).
3.3 Term and Cancellation. Your Membership, and your rights and obligations as a Member, shall continue until your Membership is terminated by either yourself or Company. You may cancel your Membership at any time upon notice to Company. Company may change, suspend or terminate all or any part of your Membership, your right to use or access all or any part of the Services (including all or any portion of the Platform or Company Materials), at any time and without prior notice or liability, if you breach these Terms or if Company is unable to continue to offer all or any part of the Services. In the event you cancel your Membership, or it is otherwise terminated, regardless of reason, you shall immediately and completely cease any and all accessing or use of the Services. All amounts or interests you owe the Company will be payable and otherwise vest with Company immediately. Any terms hereof that are expressed to survive or by their nature are intended to survive the termination of your Membership shall survive such cancellation or other termination.
3.4 Availability. Company may take offline or otherwise make unavailable the Services or any portion thereof because of any scheduled or emergency maintenance, events of force majeure, malicious attacks on the Platform, issues associated with computing devices, local area networks or internet service provider connections, internal organizational matters or for any other reason, at its sole discretion.
4. Your Obligations. You shall be solely responsible for: (a) obtaining and maintaining all computer hardware, software, and communications equipment you need to access the Platform including any Interactive Features and any Company Materials provided on or through the Platform, (b) paying all third-party access, usage or service charges or fees incurred while using the Platform, and (c) implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against viruses. You shall (i) abide by all Applicable Laws in connection with your use of the Services, (ii) use the Services only for those legal purposes permitted hereunder, and (iii) comply with all regulations, policies, and procedures of any networks and telecommunications providers involved in accessing or using the Services. You represent that any and all information that you have provided to Company is true, correct, and without any material omission, and agree to update any information provided to Company that is no longer entirely true, correct, and complete.
5. Fees and Billing.
5.1 Fees.
(a) Basic Membership. Access to the Platform is provided to Members free of charge.
(b) Investment Support Services. Members have the option to receive certain investment related support services (which may include at the discretion of the Company and agreement of the Member on a given project or projects, Property Identification, Property Improvement Plan (PIP) Implementation, Purchase Price Negotiation, Turnkey Management, Hotel Brand Affiliation, Financing Assistance, PIP & Key Money Negotiation, Exit Strategy Formulation) for a typical fee of: (i) three percent (3%) of the related project cost / investment and two percent (2%) equity stake in the related project; or (ii) five percent (5%) of the related project cost / investment; the choice between (i) and (ii) being made at the discretion of the Member (the selected figure, the “Support Services Fee”). The Support Service Fee is payable and shall otherwise vest with Company as of the date of the project purchase / investment.
(c) Real Estate Commission. Priyanshu Adathakkar, as a licensed real estate agent, may earn a commission on a given project purchase in addition to the above fees. This will be disclosed and negotiated separately with the Member.
(d) Additional Services. Additional Services are provided at the price or for such fees as is quoted in writing at the time of your agreement to receive or access such Services, such price and fees to be due as and when quoted.
5.2 Taxes. All amounts payable by you are exclusive of all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, any credit card, debit card or payment-related fees, or similar assessments, charges or fees and you shall be solely responsible for all such amounts other than taxes imposed on Company’ income, profits or net worth.
6. Member Contributions.
6.1 Definition. “Member Contribution” means anything that you express or do (or omit to express or do) in connection with Company community including in connection with any other Member or other Person accessing or using any of the Services and including any content or materials you post, upload to or link to through the Platform.
6.2 Responsibility for Member Contributions. By making any Member Contribution, you grant us, our licensees and service providers and other vendors, and each of our and their respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such Member Contribution for any purpose. In connection therewith, you represent and warrant that you own or control all rights in and to all your Member Contributions and have the right to grant such aforementioned license. You understand and acknowledge that you are fully responsible and solely liable for any of your Member Contributions.
6.3 Remedies. Company has the right (but not the obligation) to remove, alter or refuse any Member Contributions (and take other action in respect thereof) for any or no reason in our sole discretion, and to otherwise disclose your identity or other information about you to any Person who claims that any of your Member Contributions violate their rights, including their Intellectual Property Rights or their right to privacy or any Governmental Authority that alleges any of your Member Contributions violate Applicable Law. Without limiting the foregoing, we have the right to cooperate fully with any Governmental Authority or court order requesting or directing the Company to disclose the identity or other information of anyone making or posting any Member Contribution. YOU AGREE TO HOLD HARMLESS COMPANY, ITS PERSONNEL, LICENSEES, SERVICE PROVIDERS AND OTHER VENDORS FROM ANY CLAIMS RELATING TO YOUR MEMBER CONTRIBUTIONS.
7. Materials Provided to You; Third Party Platforms.
7.1 Provided by Us. You acknowledge and agree that, except where Company expressly states otherwise, any information or materials, including any Company Materials, any Member Contributions made or posted by any other Members or any content provided by another third party, that is presented or shared with you on or through the Services or otherwise in connection with any Company activities is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of any such information or materials. Any reliance you place on such information or materials is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other Member or any other Person using or accessing any part of the Services, or by anyone who may be informed of any of their contents.
7.2 Provided by Others. In addition to the Member Contributions, the Services may include content provided by other third parties, including materials provided by other users, bloggers, journalists, subject-area experts, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in any such materials, and all Member Contributions, other articles and responses to questions and other content, other than content or responses authored by or at the direction of Company itself, are solely the opinions and the responsibility of the Person providing those materials. These materials do not necessarily reflect the opinion of Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.
7.3 Third Party Platforms and Services.
(a) Company may use certain third-party websites, services, or other resources on the Internet to help provide certain Services (for example, a third-party service that allows for online video conversations between Members). In other instances, Company may provide links to third-party websites, services or other resources including our partners and social media networks. Collectively, these third-party websites, services, and other resources are referred to in these Terms as “External Platforms”.
(b) Any links to any External Platforms or any arrangements between Company and an External Platform to help make certain Services available to you are provided solely as a convenience to you and not as an endorsement by Company of any content on such External Platforms that is not solely provided by or at the direction of Company. We are not responsible for the content of any linked External Platforms and do not make any representations regarding the content or accuracy of any materials on such External Platforms except those that are solely provided by or at the direction of Company. You should take precautions when downloading files from all External Platforms to protect your computer from viruses. If you decide to access any External Platform, including in connection with accessing or using any Services, you do so at your own risk. You acknowledge and agree that Company 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 on any content, technology, goods, products or services available on or through any External Platforms, whether that use or reliance is related to your accessing or using any Services or not.
(c) In the event that you use any External Platform to access or use any of the Services, you agree to follow all terms, conditions, and notices applicable to accessing or using such External Platform. If you are not willing to accept all of an External Platform’s terms and conditions, you are not permitted to use that External Platform to access or use any of the Services.
8. Anonymized Information. Subject to the terms of our Privacy Policy, Company may compile and use anonymized, aggregated data generated by your accessing and/or use of the Services or any part thereof for purposes of improving the Services or for any other purposes as Company determines appropriate, but only if such information does not identify such data as originating from you (such anonymized, aggregated data, “Anonymized Data”). For the avoidance of doubt, Company shall be the sole owner of, and hold all right, title, and interest to, any and all Anonymized Data and you shall have no such ownership, right, title or interest.
9. Feedback. You may, from time to time and in its sole discretion, make suggestions for changes, modifications, or improvements to Company regarding all or part of the Services or any other matter or subject related thereto (“Feedback”). All Feedback shall be owned solely by Company (including all Intellectual Property Rights therein and thereto) and, if provided in a private or confidential setting or context, shall also be Company’ Confidential Information. You shall, and hereby do, make all assignments necessary for Company to achieve such ownership.
10. Your Obligations. You shall be solely responsible for (a) obtaining and maintaining all computer hardware, software, and communications equipment you need to access the Platform including any Interactive Features and any Company Materials provided on or through the Platform, (b) paying all third-party access, usage or service charges or fees incurred while using the Platform, and (c) implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against viruses. You shall (i) abide by all Applicable Laws in connection with your use of the Services, (ii) use the Services only for those legal purposes permitted hereunder, and (iii) comply with all regulations, policies, and procedures of any networks and telecommunications providers involved in accessing or using the Services.
11. Confidentiality. “Confidential Information” includes any proprietary or confidential information concerning Company, the Services or any part thereof, Company’ past, present or future business, operations, products, services, partners, Personnel, vendors, customers or technology, and any agreement, arrangement or understanding that Company and you are both parties to. Confidential Information further includes any proprietary or confidential information concerning any other Members or any of their past, present or future business, operations, products, services, partners, Personnel, vendors, customers or technology disclosed to you as a result of your Membership, including through Member Contributions. For purposes hereof, “proprietary or confidential” includes any information explicitly identified as proprietary or confidential, whether orally or in writing or by designation, or which, given the circumstances, means of disclosure, or type of information would reasonably be understood to be proprietary or confidential. To the extent that you receive or otherwise obtain any Confidential Information, you shall hold that Confidential Information in the strictest confidence, not share or transfer it to any other Person or disclose it in any manner, and use it only as expressly permitted by Company or the applicable Member(s), as applicable. Without limiting the foregoing, you shall protect Confidential Information using at least the same standard of care used with respect to your own proprietary and confidential information, but no less than reasonable care. At any time at which Company or the applicable Member so requests, or automatically and immediately in the event that your Membership and/or any other rights you may have to access or use the Services are terminated, you shall return (if tangible copies) or permanently destroy (if digital or otherwise intangible copies) all copies of any Confidential Information you possess or otherwise have control of.
12. Representations and Warranties. You represent and warrant that the following is accurate and true as of the date on which you apply for a Membership or, if you have not applied for Membership, the date on which you first use or access any of the Services, and you covenant that the following will remain accurate and true during the entire time you, or others at your direction or on your behalf, access or use any of the Services: (a) you are a natural Person with legal capacity over 18 years of age or you are legal entity properly incorporated, formed or organized (as the case may be) and existing under the laws of the jurisdictions of its incorporation, formation or organization; (b) you have the authority and capacity to enter into the agreement constituted by these Terms; (c) these Terms constitute a legal, valid, and binding obligation, enforceable against you according to its terms; (d) you are not under any restriction or obligation that it would be reasonable to conclude may affect your performance of your obligations under these Terms; and (e) your entry into the agreement formed by these Terms and your performance of your obligations under these Terms will not breach or result in a default under any Applicable Law to which you are subject, or any agreement to which you are a party or by which you are bound.
13. Indemnification. You shall indemnify, defend, and hold harmless Company and its Personnel (each such Person, an “Indemnitee”) from and against any and all Claims arising from, related to or otherwise occurring in connection with your actual or alleged violation of these Terms or breach of any of the representations and warranties made by you hereunder. For the avoidance of doubt, the remedies set forth in this Section are in addition to, not instead of, any other remedies available to an Indemnitee pursuant to these Terms or otherwise available to an Indemnitee under Applicable Law. Company reserves the right to assume the exclusive defense and control (at your sole expense) of any matter that is subject to indemnification under this Section. In such case, you agree to cooperate (at your sole expense) with any reasonable requests assisting our defense of such matter.
14. DISCLAIMERS; LIMITATIONS OF LIABILITY.
14.1 Disclaimer of Warranties. COMPANY AND ITS PERSONNEL MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ERROR-FREE FUNCTIONING, VIRUS-FREE STATUS OR ACCURACY OF THE SERVICES OR ANY COMPONENT, FEATURE OR PORTION THEREOF OR ANY INFORMATION OR DATA MADE AVAILABLE FROM ANY OF THEM FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ANY PORTION THEREOF, AND ANY INFORMATION, DATA OR MATERIALS (INCLUDING BUT NOT LIMITED TO THE COMPANY MATERIALS) MADE AVAILABLE FROM, ON OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT THAT COMPANY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
14.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY OF ITS PERSONNEL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY PART THEREOF, INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. IN THE EVENT THAT COMPANY OR ANY OF ITS PERSONNEL ARE DETERMINED TO HAVE ANY LIABILITY HEREUNDER, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF COMPANY OR ITS PERSONNEL WILL BE LIMITED TO THE LESSER OF TEN THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO COMPANY IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, COMPANY WOULD NOT PROVIDE YOU WITH A MEMBERSHIP OR MAKE AVAILABLE ANY OF THE SERVICES TO YOU.
15. Miscellaneous.
15.1 Entire Agreement; Severability; Amendment. Unless you and Company expressly agree otherwise in writing, these Terms constitute the entire agreement between you and Company with respect to the subject matter hereof and any transactions contemplated herein and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Company with respect to the same. If any provision of these Terms is found to be unenforceable or invalid by a court or arbitrator, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. You have no authority to modify or amend these Terms, and Company may modify or amend these Terms, from time to time, at its sole discretion – by publication and without notice to you.
15.2 No Waiver. No waiver by a Party of any of these Terms shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
15.3 Assignment. Neither your Membership, any other rights you have to access or use any of the Services, your agreement with Company formed by these Terms or any of your obligations hereunder may be assigned, sublicensed or delegated, in whole or in part, by you without Company’s prior written consent. Company may assign, sublicense, transfer, or delegate any of its rights and obligations herein without your consent or notice to you. These Terms are binding upon and will inure to the benefit of both Parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns, as applicable. Any purported assignment, delegation, or transfer in violation of this provision is null and void.
15.4 Relationship of the Parties. The relationship of the Parties is one of independent contractors, and no agency, partnership, joint venture, or employment relationship is created as a result of these Terms or any Membership or the provision of any Services, and neither Party has any authority of any kind to bind the other Party in any respect.
15.5 Governing Law. These Terms, the rights, authorizations, and licenses granted hereunder or any of the transactions contemplated herein, any access or use of any of the Services by you or for which you shall be responsible for as stated herein shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio.
15.6 Arbitration Clause & Class Action Waiver. The following will survive any cancellation or termination of Membership and these Terms and the provision of Services:
(a) YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND COMPANY (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH COMPANY, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS, THE RIGHTS, AUTHORIZATIONS, AND LICENSES GRANTED HEREUNDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, ANY ACCESS OR USE OF THE SERVICES, INCLUDING THE PLATFORM, ANY EVENTS, AND THE COMPANY MATERIALS, BY YOU OR FOR WHICH YOU SHALL BE RESPONSIBLE AS STATED HEREIN, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND COMPANY HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TO THE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE COMPANY’S INTELLECTUAL PROPERTY RIGHTS, COMPANY MAY SEEK INJUNCTIVE OR OTHER APPROPRIATE RELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF NEW YORK. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND COMPANY WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
(b) As an alternative, you may bring your Claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring Claims only on your own behalf. Neither you nor Company will participate in a class action or class-wide arbitration for any Claims covered by this agreement to arbitrate.
(c) YOU AGREE THAT YOU ARE HEREBY GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST COMPANY INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in Claims brought in a private attorney general or representative capacity, or consolidated Claims involving another Person’s Membership, the Services (including their access to or use of the Services or any part thereof) or any other matter to Company if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within 160 days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of Applicable Law notwithstanding, the arbitrator will not have the authority to award damages, remedies or awards that conflict with these Terms. You agree that regardless of any Applicable Law to the contrary, any Claim arising out of, related to or connected with your Membership or your access to or use of the Services or any component thereof or these Terms must be filed within one (1) year after such Claim arose or be forever banned.
15.7 Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of the terms and conditions hereof might cause Company irreparable harm for which monetary damages might not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Company will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available to Company at law, in equity or otherwise.
15.8 Headings; Construction. The headings and captions used in these Terms are for convenience of reference only and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of these Terms. The words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import shall refer to these Terms as a whole and not to any particular provision of these Terms unless otherwise expressed. The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.
15.9 Notices.
(a) When you use the Platform or send communications to the Company through the Platform, you are communicating with the Company electronically. You consent to receive electronically any notices or other communications related to these Terms, any agreement between the Parties or the Services. Company may communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from Company intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us.
(b) Any day-to-day communications from you to Company regarding your Membership and/or your access to or use of the Services may be sent to pri@beautifulcity.us. Any other communications or notices, including any notice that Company has breached these Terms, must be sent by personal delivery, nationally recognized courier or certified or registered mail (in each case, return receipt requested, postage prepaid) to Perfect Real Estate Investments, LLC, Perfect RealEstate Investments, LLC 4175 Stargrass Ct. Hilliard, OH 43026. Except as otherwise provided in these Terms, any communication or notice is effective only: (i) on receipt by the receiving Party; and (ii) only if the Party providing such communication or notice has complied with the requirements of this Section.
15.10 Force Majeure. Company shall not be liable under these Terms for performance delays or for non-performance due to causes beyond its reasonable control.
16. Additional Definitions. In addition to those capitalized terms defined elsewhere in these Terms, the terms below have the following meanings:
“Applicable Law” means any law (including common law), statute, regulation, ordinance, rule, guideline, directive, requirement, order, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any federal, state, provincial, local or foreign government, or any subdivision, agency, department, board, commission, instrumentality or authority of any thereof, including any court.
“Claim” means any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, including claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now known or hereafter known in any jurisdiction throughout the world.
“Governmental Authority” means any federal, state, local, or foreign: (a) any federal, state, local, or foreign government, and any political subdivision of any of them; (b) agency or instrumentality of any such government or political subdivision; (c) self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law); or (d) arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights, including all applications and registrations related to the foregoing; (c) trade secrets and confidential know-how; (d) patents and patent applications; (e) websites and internet domain name registrations; and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to Intellectual Property including any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Person” means: (a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not; or (b) any individual.
“Personnel” means, in connection with a Party, the employees, officers, directors, managers, managing members, agents, subcontractors, vendors, equity holders, legal and financial representatives of such Party.
“Platform” means, collectively, Company’ website located at https://hotelinvestorsclub.com/ and each other website, mobile site, service, application, online platform or tool, any third-party platform, service or tool that Company uses to provide any functionality to its Members or other users of the Services, any other part of its information technology infrastructure, including computers, software, hardware, architecture, and related systems, databases, electronic systems (including database management systems) and networks (and including code related thereto), if any, whether operated directly by Company or through the use of third-party services, as well as any new versions, updates, revisions, improvements and modifications of any part of the Platform.
“Company Materials” means any content, data or information of any kind (audio, video, digital, oral, written or otherwise) manuals, instructions or other documents or materials that Company provides or makes available to you in any form or medium in connection with the Services or that is otherwise related to Company, its business, Personnel, Members. For the avoidance of doubt, Company Materials shall also include anything which describes the functionality, components, features or requirements of the Platform, including any aspect of the installation, configuration, integration, operation, use, support or maintenance of any component thereof.
END OF TERMS