Terms of Service

These Terms of Service (these “Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Black Diamond Equity Partners LLC, a Wyoming limited liability company, together with its affiliates, subsidiaries, members, managers, officers, employees, and agents (collectively, “BDEP,” “Company,” “we,” “us,” or “our”), governing your access to and use of this website, any related subdomains, applications, dashboards, or tools (collectively, the “Site”). By accessing or using the Site, you affirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms in their entirety, you must immediately discontinue all access to and use of the Site.

BDEP reserves the right, in its sole and absolute discretion, to amend, modify, add to, or delete any portion of these Terms at any time without prior notice to you. Such modifications shall be effective immediately upon posting to the Site. Your continued access to or use of the Site following the posting of any modified Terms constitutes your binding acceptance of such modifications. It is your sole responsibility to review these Terms periodically for changes.

2.1 No Offer or Solicitation. Nothing contained on the Site constitutes, and shall not be construed as, an offer to sell, or a solicitation of an offer to buy, any security, membership interest, partnership interest, or other investment instrument in any jurisdiction, including but not limited to interests in any fund, special purpose vehicle, or transaction sponsored, managed, or contemplated by BDEP or its affiliates. Any such offer or solicitation, if made, will be made only by means of definitive offering documents (including, without limitation, a private placement memorandum, subscription agreement, and operating agreement) furnished to qualified prospective investors, and only in jurisdictions and to persons where and to whom it is lawful to make such offer or solicitation under applicable federal and state securities laws.

2.2 No General Solicitation. The Site and its contents are not intended to constitute, and shall not be construed as, “general solicitation” or “general advertising” within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Access to information regarding specific investment opportunities, if any, may be restricted to persons with whom BDEP or its affiliates has a pre-existing substantive relationship, or to persons who have been verified as “accredited investors” as defined in Rule 501(a) of Regulation D, in accordance with the exemption from registration relied upon for any particular offering.

2.3 No Investment, Legal, or Tax Advice. Nothing on the Site constitutes investment, legal, tax, or accounting advice. Any property information, deal status, valuation, projection, underwriting assumption, or other financial data displayed on the Site is provided for internal informational purposes only, is subject to change without notice, has not been independently verified, and should not be relied upon by any person for the purpose of making an investment decision. Prospective investors must conduct their own independent due diligence and consult their own legal, tax, and financial advisors prior to making any investment decision.

2.4 Forward-Looking Statements. Certain information on the Site may constitute “forward-looking statements,” including statements regarding projected returns, valuations, timelines, or outcomes. Such statements are based on current expectations, estimates, and assumptions that are inherently uncertain, and actual results may differ materially. BDEP undertakes no obligation to update any forward-looking statement to reflect subsequent events or circumstances.

2.5 No Guarantee of Performance; Risk of Loss. Past performance of any transaction, property, or fund sponsored or managed by BDEP is not indicative of future results. All investments carry risk of loss, including the potential loss of the entire amount invested. Real estate investments in particular are subject to risks including, without limitation, market conditions, interest rate fluctuations, illiquidity, financing risk, and adverse changes in law or regulation.

BDEP reserves the right, in its sole discretion, to determine who may access the Site or any portion thereof, to require verification of accredited investor status or other eligibility criteria as a condition of access to certain content, and to grant, deny, suspend, or terminate access at any time, for any reason or no reason, with or without notice, and without liability to you.

BDEP retains full and exclusive discretion to: (a) modify, suspend, or discontinue the Site, in whole or in part, at any time without notice or liability; (b) add, remove, or alter any feature, functionality, or content; (c) monitor, retain, remove, or disclose any content submitted to the Site as it deems necessary, including to comply with legal process or protect its rights; and (d) take any action it deems necessary to protect the Site, its business, or third parties.

If access to the Site requires an account, you are solely responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. All information accessed through the Site, including deal terms, financial data, and property records, is confidential and proprietary to BDEP. You agree not to disclose, distribute, reproduce, or use such information for any purpose other than as expressly authorized by BDEP, and you acknowledge that unauthorized disclosure may cause irreparable harm for which monetary damages would be an inadequate remedy, entitling BDEP to seek injunctive relief in addition to any other available remedy.

All content on the Site, excluding User Content (as defined below), including text, graphics, software, and design elements, is the exclusive property of BDEP or its licensors and is protected by applicable intellectual property laws. No license or right is granted to you except the limited, revocable right to access the Site in accordance with these Terms.

By submitting any information, data, or content to the Site (“User Content”), you grant BDEP a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, and process such User Content for any purpose related to the operation of the Site and BDEP’s business. You represent and warrant that you possess all rights necessary to grant this license.

The Site and all content, information, and materials provided therein are provided “as is” and “as available,” without warranty of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or completeness. BDEP does not warrant that the Site will be uninterrupted, secure, or error-free.

To the fullest extent permitted by applicable law, in no event shall BDEP or its affiliates, members, managers, officers, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to your access to or use of the Site, whether based on contract, tort, strict liability, or any other legal theory, and whether or not BDEP has been advised of the possibility of such damages. BDEP’s aggregate liability arising out of or relating to these Terms or the Site shall not exceed one hundred dollars ($100.00). Nothing in this section shall be construed to limit liability for fraud or for any liability that cannot lawfully be limited or excluded, including liability under federal securities laws to the extent such limitation would be void pursuant to Section 14 of the Securities Act or Section 29(a) of the Securities Exchange Act of 1934, as amended.

You agree to indemnify, defend, and hold harmless BDEP and its affiliates, members, managers, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) your violation of any right of any third party.

BDEP may suspend or terminate your access to the Site at any time, with or without cause, with or without notice, effective immediately. Sections 2, 5 through 10, and 12 through 16 shall survive any termination of these Terms.

These Terms, and any dispute arising out of or relating to these Terms or the Site, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located within the Commonwealth of Massachusetts for the resolution of any such dispute.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and BDEP’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. These Terms, together with the Privacy Policy, constitute the entire agreement between you and BDEP with respect to the Site and supersede all prior agreements and understandings, whether written or oral.

The Site is not directed to, and is not intended for use by, individuals under the age of eighteen (18). BDEP does not knowingly collect, solicit, or maintain personal information from children under the age of thirteen (13) in a manner inconsistent with the requirements of the Children’s Online Privacy Protection Act (“COPPA”) and its implementing regulations. If BDEP becomes aware that it has inadvertently collected personal information from a child under the age of thirteen (13) without verified parental consent, it will take reasonable steps to delete such information promptly. If you are a parent or legal guardian and believe your child has provided personal information to BDEP without your consent, please contact BDEP’s Data Compliance Officer using the information provided in Section 16 below so that the information may be removed.