Effective as of 23 May 2022
Welcome to Bips! Bips is a proprietary Mobile App where CRE finance professionals can seamlessly connect with other CRE professionals to originate, syndicate, and sale debt and other activities in the CRE finance space (“Bips”).
BY ACCESSING OR USING BIPS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THE AGREEMENT, YOU MAY NOT ACCESS OR USE BIPS. IF YOU ARE ACCEPTING OR AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THE AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY.
BY SIGNING UP FOR, ACCESSING, AND/OR USING BIPS AS A USER YOU ARE EXPRESSLY AGREEING TO THE TERMS OF THE AGREEMENT, AS WELL AS BIPS USER AGREEMENT, AS APPLICABLE, WHICH HAVE BEEN OR WILL BE PROVIDED TO YOU UPON YOUR INITIAL REGISTRATION (COLLECTIVELY, THE “SUPPLEMENTAL USER AGREEMENT”). IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT CONFLICTS WITH A PROVISION IN A SUPPLEMENTAL USER AGREEMENT, THE PROVISION IN THE SUPPLEMENTAL USER AGREEMENT SHALL PREVAIL.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Website and Bips, or to modify this Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Website or Bips. By continuing to access or use Bips and the Website after we have posted a modification on Bips and the Website or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, you may not continue use of Bips and the Website.
The Website is available only for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
By accessing and/or using the Website or Bips, you hereby agree to comply with the following guidelines:
- You will not use the Website or Bips for any unlawful purpose;
- You will not access or use the Website or Bips to collect any market research, including for a competing businesses;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website or Bips;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Website or Bips;
- You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Website or Bips;
- You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website or Bips, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will not interfere with or attempt to interrupt the proper operation of the Website or Bips 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 Website or Bips through hacking, password or data mining, or any other means.
Registration and Eligibility for Bips
If you wish to access Bips, you must create an account, as a User where you will need to accurately provide your details and your capacity as either a broker, a lender, a banker, or a borrower. During the registration process, we will require you to create a sign-in name (“Sign-In Name”) and a password (“Password”), and to provide certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website or Bips using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to require you to change your Password, Sign-In Name, or Unique Identifiers at any time and for any reason.
The Website and Bips are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Bips.ai and its licensors exclusively own all right, title, and interest in and to the Website and Bips, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Website or Bips.
The Website and Bips contains material, such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Bips.ai (collectively referred to as the “Content”). The Content may be owned by us or 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.
We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Website, Bips, and the Content. You must retain all copyright and other proprietary notices contained in the original 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 trademarks, service marks, and logos of Bips.ai and Bips (the “Bips Trademarks”) used and displayed on Bips and the Website are registered and unregistered trademarks or service marks of Bips.ai. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Bips.ai Trademarks, the “Trademarks”). Nothing on the Website 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 Bips Trademarks inures to our benefit.
Elements of the Website and Bips 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 retransmitted without our express, written consent for each and every instance.
Bips allows Users to post and upload content about loans or debt opportunities, as well as requests, which content is only accessible to Users of Bips upon the discretion of Bips and the User posting the opportunity or request (and which access may be further restricted pursuant to the applicable Supplemental User Agreement). All content uploaded by Users is subject to the terms and conditions of the applicable Supplemental User Agreement.
We welcome and encourage Users to provide feedback, comments, and suggestions for improvements to the Website and Bips (“Feedback”). 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. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
Disclaimer of Warranties; Limitation of Liability
THE WEBSITE AND BIPS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER BIPS.AI NOR OUR SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND BIPS.AI HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT BIPS.AI AND OUR SUPPLIERS 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.
YOU HEREBY ACKNOWLEDGE THAT IF YOU ATTEMPT TO REGISTER FOR BIPS, AS A USER, BIPS.AI’S DECISION TO PERMIT OR DENY YOU ACCESS TO BIPS, BASED ON YOUR ABILITY OR INABILITY TO MEET THE APPLICABLE REGISTRATION QUALIFICATIONS, IS NOT MEANT TO, AND IT DOES NOT, INDICATE OR CONFIRM YOUR CREDITWORTHINESS, SOLVENCY, OR OTHER FINANCIAL STATUS, AND IT MAY NOT BE RELIED UPON BY YOU OR ANY THIRD PARTY TO MAKE ASSESSMENTS ABOUT YOUR FINANCIAL STABILITY OR OTHERWISE. ANY SUCH ASSESSMENTS OR DECISIONS, INCLUDING, WITHOUT LIMITATION, MORTGAGE, CREDIT, OR INSURANCE UNDERWRITING DECISIONS, ARE MADE AT YOUR, OR SUCH THIRD PARTY’S, SOLE DISCRETION AND RISK.
THE CONTENT IS FOR INFORMATIONAL PURPOSES ONLY. BIPS.AI DOES NOT OPERATE AS A BANK, A BROKER, A LENDER, BROKER-DEALER, FINANCIAL INSTITUTION OF ANY KIND, OR AN ACCOUNTING, FINANCIAL, OR INVESTMENT PLANNER OR ADVISOR. BIPS.AI DOES NOT PROVIDE REAL ESTATE, FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX, OR LEGAL ADVICE. YOUR USE OF THE WEBSITE IS AT YOUR SOLE DISCRETION AND RISK. IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF THE INVESTMENT AND THE TERMS OF THE OFFERING. ALL INFORMATION PROVIDED BY BIPS.AI SHOULD BE INDIVIDUALLY VERIFIED AND CONSIDERED BY YOU WITHOUT ANY ASSUMPTION OF EXPERTISE ON THE PART OF BIPS.AI. WE DO NOT ADVISE ON THE TAX CONSEQUENCES OF ANY INVESTMENT. WE HAVE NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO OUR USERS.
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 WEBSITE, 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 BIPS OR THE WEBSITE OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100) EXCEPT AS PROVIDED IN ANY APPLICABLE SUPPLEMENTAL USER AGREEMENT.
THE WEBSITE AND BIPS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH ERRORS LISTED THEREIN. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND BIPS AT ANY TIME WITHOUT NOTICE.
You will indemnify, defend, and hold Bips.ai, its affiliates, and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Bips.ai Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees incurred by any Bips.ai Indemnitee in connection with a third-party claim, action, or proceeding arising from (i) your use of the Website in violation of this Agreement; or (ii) your gross negligence or willful misconduct.
The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
Compliance with Applicable Laws
The Website and Bips are based in the United States. We make no claims concerning whether the Website or Bips may be viewed or be appropriate for use outside of the United States. If you access the Website from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Controlling Law; Exclusive Forum
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions. The parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of New York, Borough of Manhattan for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum, and each party hereby irrevocably submits to the exclusive jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to this Agreement.
If this Agreement is terminated, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Disclaimer of Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”
The Information We Collect and Receive
In the course of operating the Website and Bips, we will collect (and/or receive) the following types of information. You hereby authorize us to collect and/or receive such information.
- Personal Information
During the registration process for Bips, you will be required to provide us with personal information about yourself (collectively, the “Personal Information”). Such Personal Information may include your name, business address, business e-mail address, business phone numbers, employer name, job title, and other identifying information. We do not collect any Personal Information from you when you visit Bips or the Website unless you provide us with the Personal Information voluntarily (for example, by commencing the registration process, or sending us an email).
- Business Information
During the registration process for Bips, you may also be required to provide us with information about the entity you represent (each, a “Business”) for example, if you are a loan officer or employee of a bank, the Business is the bank, and if you are an employee of an institutional investor registering as a lender, the Business is the investment firm). In addition, this may include information about a third-party Business, such as a borrower or sponsor represented by a bank for purposes of Bips. In such event, the Business is the sponsor, and such bank hereby represents and warrants that it has the full right and authority to provide us with such information, as further set forth in the applicable Supplemental User Agreement. Information about the Business you represent (“Business Information”) may include, without limitation, a description of the business conducted by the Business and services offered; the Business’s address; the Business’s website(s); jurisdiction(s) in which the Business operates; information about the Business’s equity, assets, and typical investments; information about the Business’s operations and employees; and the Business’s ownership type (public or private).
- Transaction Information
Depending on your intended use of Bips, you will also be required to provide us with information about the potential transaction(s) that you are seeking to make via Bips (the “Transaction Information”). Transaction Information is only collected once you have been approved for registration and have registered for Bips, and our use, collection, disclosure, and processing thereof is governed by the applicable Supplemental User Agreement.
- Other Information
We or our service providers may collect additional information (collectively, the “Other Information”). Such Other Information may include:
a. From You. Additional information about yourself that you voluntarily provide to us, such as your product and service preferences.
b. From Your Activity. Additional information that we automatically collect when you use Bips or the Website, including, without limitation:
- IP address, which may consist of a static or dynamic IP address and will sometimes point to a specific identifiable computer or device;
- Browser type and language;
- Referring and exit pages and URLs;
- Date and time;
- Details regarding your activity on Bips or the Website, amount of time spent on the Website, pages viewed, and other performance and usage data.
c. About Your Device
- Type of device;
- Advertising Identifier (“IDFA” or “AdID”);
- Operating system and version (e.g., iOS, Android or Windows);
- MAC address;
- Carrier; and
- Network type (WiFi, 3G, 4G, LTE).
- authenticate registered Users;
- personalize your experience;
- analyze which portions of the Website are visited or used most frequently; and
- measure and optimize advertising and promotional effectiveness.
If you do not want us to deploy cookies in your browser or Bips, you can opt out by setting your browser to reject cookies or to notify you when a website tries to put a cookie in your browser software. If you choose to disable cookies in your browser, you can still use the app and the Website, although your ability to use some of the features may be affected.
e. From Other Sources. Additional information that we collect or receive from third-party sources in accordance with their privacy policies.
How We Use and Share the Information
We use the Personal Information, Business Information, and Other Information (collectively, “Information”) to provide you with access to the Website and Bips, solicit your feedback, and to improve our services to you. Also, we may share Information as described below, to the extent not prohibited by applicable federal and state laws, rules, and regulations.
- Your Personal Information, Business Information, and Transaction Information may be shared with other Users of Bips as part of Bips’s functionality and intended use, as is more fully described in the applicable Supplemental User Agreement.
- In an ongoing effort to better understand our Users and Bips, we might analyze the Information in individual or aggregate form in order to operate, maintain, manage, customize and improve the Website and Bips. The aggregate information does not identify you personally. We may share, sell, and/or license the aggregate data with our affiliates, agents, and business partners, and other third parties. We may also disclose aggregated user statistics in order to describe our products and services to current and prospective business partners and to other third parties for other lawful purposes.
- We may employ other companies and individuals to perform functions on our behalf. Examples may include companies and individuals providing information technology support, data collection services, ID verification, maintaining databases, and customer service. Without limiting the generality of the foregoing, we may share your Information with certain third party identity verification services to prevent identity fraud as part of the registration process for Bips. These third-party companies will have access to the Information only as necessary to perform their functions and to the extent permitted by law. Our contracts with all such third parties require them to protect the confidentiality of the Information we provide to them.
- We may share some or all of your Information with any of our parent companies, subsidiaries, joint ventures, or other companies under common control with us.
- As we develop our businesses, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, sale of assets, dissolution, or similar event, the Information may be part of the transferred assets.
- To the extent permitted by applicable law, we may also disclose the Information when required by law, court order, or other government or law enforcement authority or regulatory agency, or whenever we believe that disclosing such Information is necessary or advisable, for example, to protect the rights, property, or safety of Bips.ai, Bips, our Users, or others.
To ensure that our Users are maintaining the confidentiality of other Users’ Information, the Supplemental User Agreements contain express confidentiality obligations. In addition to Users’ consent to the Supplemental User Agreements at the time of registration, we require Users to affirmatively consent to certain confidentiality obligations each time they request information about an opportunity or about a particular participant User.
We Do Not Share Your Information with Non-Affiliated Third Parties without Your Consent
We will not share your Personal Information with non-affiliated third parties that may use such information to market to you, without obtaining your opt-in consent. For example, we may offer you a product opportunity that requires us to share your Personal Information with non-affiliated third parties that may use such information to market to you. We will obtain your opt-in consent to such sharing of your Personal Information when we present you with the terms of such offer. If you have opted-in for this kind of sharing, then you may: (i) choose to opt-out of such sharing by contacting us at email@example.com; or (ii) request certain information regarding our disclosure of such information to such non-affiliated third parties by contacting us at firstname.lastname@example.org.
How We Protect Your Information
Accessing and Modifying Personal Information and Communication Preferences
You may access, review, and make changes to your Personal Information, Business Information, and Transaction Information by following the instructions on your own profile page, or the Business Profile. In addition, you may manage your receipt of marketing and non-transactional communications by clicking on the “unsubscribe” link located on the bottom of any Bips marketing communication. Registered Users of Bips cannot opt out of receiving transactional text or e-mails or other communications related to their account. We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware, however, that it is not always possible to completely remove or modify information in our databases.
Important Notice to Non-U.S. Residents
The Website and Bips and our servers are operated in the United States. Please be aware that your Information may be transferred to, processed, maintained, and used on computers, servers, and systems located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your country of origin. If you are located outside the United States and choose to use the Website and/or Bips, you do so at your own risk.
Under California Civil Code Section 1798.83, California residents who have an established business relationship with Bips.ai may choose to opt out of our sharing your Personal Information with third parties for direct marketing purposes. If you are a California resident and (1) you wish to opt out; or (2) you wish to request certain information regarding our disclosure of your Personal Information to third parties for the direct marketing purposes, please send an e-mail to email@example.com.
In addition, Bips.ai does not monitor, recognize, or honor any opt-out or do not track mechanisms, including general web browser “Do Not Track” settings and/or signals.
How to Contact Us
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