Welcome. SherpaReport, and its affiliates ("SherpaReport") maintain this website (the "Website") as a service to its customers and users.
By using the Website, you agree to comply with and be bound by the following terms and conditions (the "Agreement"), which we may change at any time by posting notice on the Website. Please read this agreement carefully, and please check these terms and conditions periodically for changes. If you do not agree to these terms and conditions, please do not use the Website. Use of our Website is limited to individuals who can form legally binding contracts under applicable law, and without limiting the foregoing, our services are not available to minors.
In addition, when using any particular service of the Website, you may be subject to additional guidelines or terms and conditions applicable to such services that may be posted from time to time, which are hereby incorporated into this Agreement.
- Using the WebSite.
All the text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), and other content of the Website, and any of the foregoing sent to you by e-mail or other means (collectively, the "WebSites Content") are proprietary to us or to third parties.
SherpaReport authorizes you to view, download, and print the Websites Content subject to the following conditions: (i) you may only download and print the WebSites Content in limited quantities as required to evaluate whether the goods and services of SherpaReport are appropriate for your use; (ii) you many not use any automated process or software program to view, download, print or otherwise use the Website Content; (iii) you may not use any of the Website Content for the purpose of soliciting, for any service or product, companies that have information included in the Website Content; (iv) you may not modify the Websites Content; (v) any displays or print outs of the Website Content must be marked "© SherpaReport LLC., 2007. All rights reserved."; and (vi) you may not remove any copyright, trademark, or other proprietary notices that have been placed in the Website Content. Except as expressly permitted above, copying; modifying; storing for any period of time, for any use other than specified in (i) above; reproduction; redistribution; republication; uploading; posting; transmitting; distributing or otherwise exploiting in any way the Website Content, or any portion of the Website Content, is strictly prohibited without the prior written permission of SherpaReport. To request permission, you may contact SherpaReport.
The mark SherpaReport is proprietary to us, and it may not be used in connection with any service or products other than those provided by SherpaReport, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits SherpaReport.
You agree, and represent and warrant, that your use or other exploitation of the Website and the Website Content, or any portion thereof, will be consistent with the foregoing license and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the WebSite, the WebSite Content or your use of them, and you will be solely responsible for your own individual violations of any of them.
- Permitted Use, Limitations on Use
The Website provides access to certain content, reports and other documents ("Reports"). You may access and download any Report as permitted by the Website only as required to view the Report on your web browser for your individual use, maintaining all copyright and other notices on the Report. You may print a single copy of the Report for your use. You may not republish or distribute any Report or use the Report, in any fashion that is not specifically permitted in this Agreement. Some Reports are owned by parties other than SherpaReport, and may be subject to other notices and requirements accompanying the Report. You agree to comply with all such notices and requirements.
- Although the WebSite Discusses Property and Other Issues, the Website Itself Does Not Provide Specific Recommendations or Advice.
The Website is designed to provide useful publications and a forum for those interested in fractional property and other matters related to property, boats and aircraft. The Website does not provide specific recommendations for any particular situation or circumstances, even if materials cited on, identified by or obtained as a result of using the Website do so. Such recommendations may only be provided by a qualified professional advisor who is familiar with your particular circumstances and other relevant information.
Some offerings identified on this Website are only available to accredited investors and are marketed with private offering memorandums. Information obtained from this website for these types of security offerings should not be considered as an offer to sell securities or a solicitation of an offer to buy securities. Please check with your financial advisor or accountant to determine if you qualify as an accredited investor.
The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a director, executive officer, or general partner of the company selling the securities;
- a business in which all the equity owners are accredited investors;
- a natural person who has individual net worth, or joint net worth with the persons spouse, that exceeds $1 million at the time of the purchase;
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
In part because SherpaReport is not involved in the purchase or sale of any materials that the Website may discuss, if a dispute arises between you and any seller or purchaser of such materials, you understand that SherpaReport has no obligation to become involved, and you hereby release SherpaReport from all claims, demands and damages (actual, consequential or otherwise) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising from or relating to any such dispute. You hereby waive any legal protections of any jurisdiction that may apply to you that would limit the foregoing release in any way.
- Links to Third Party Sites and Advertisements and Promotions Are Not Endorsements.
The Website contains links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by SherpaReport. Links to merchants or advertisers are owned and operated by independent retailers or service providers, and therefore, we are unable to ensure that you will be satisfied with their products, services or business practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
SherpaReport may run advertisements and promotions from third parties on the Website. Your business dealings or correspondence with, or participation in promotions of, advertisers other than SherpaReport, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. SherpaReport is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Website.
- Use of Chat Rooms, Bulletin Boards and Other Interactive Areas
The Website may contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews of travel experiences or other content, messages, materials or other items on the Website ("Interactive Areas"). If SherpaReport provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
- Content that, in the sole judgment of SherpaReport, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose SherpaReport or its affiliates or its users to any harm or liability of any type.
- Rights to User Content
By posting or distributing Content to or through the Website, unless we indicate otherwise, you (a) grant SherpaReport and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Content throughout the world in any media, now known or hereafter devised; (b) grant SherpaReport and its affiliates and sublicensees the right to use the name that you submit in connection with such Content, if they choose; and (c) represent and warrant that (i) you own and control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content to or through the Website; (ii) such Content is accurate and not misleading; and (iii) use and posting or other transmission of such Content does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity. You further grant SherpaReport the right to pursue at law any person or entity that violates your or SherpaReport's rights in the Content by a breach of these Site Terms.
Content submitted by users will be considered non-confidential and SherpaReport is under no obligation to treat such Content as proprietary information. Without limiting the foregoing, SherpaReport reserves the right to use the Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. SherpaReport is under no obligation to offer you any payment for Content that you submit or the opportunity to edit, delete or otherwise modify Content once the it has been submitted to SherpaReport. SherpaReport shall have no duty to attribute authorship of Content to you, and shall not be obligated to enforce any form of attribution by third parties.
If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by SherpaReport or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release SherpaReport, and its licensees, successors and assigns, from any claims that you could otherwise assert against SherpaReport by virtue of any such moral rights.
- Warranty Disclaimer And Limitation of Liability.
SherpaReport makes no representations or warranties of any kind regarding the Website and the Website Content. The Website and Website Content are provided in "AS IS" condition, and SherpaReport EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE WEBSITE AND THE WEBSITES CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (iii) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE WEBSITES OR THE WEBSITES CONTENT, (iv) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE WEBSITE OR THE WEBSITES CONTENT. No advice or information, whether oral or written, obtained by you from SherpaReport or through the WebSite or WebSites Content will create any warranty not expressly stated herein. YOU USE THE WEBSITE AND THE WEBSITES CONTENT AT YOUR OWN RISK, AND SHERPAREPORT WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THEIR OPERATION, USE OR OTHER EXPLOITATION. You waive and covenant not to assert any claims or allegations of any nature arising from or relating to the operation, use or other exploitation of the WebSite or the Websites Content, including any allegation or claim that SherpaReport has or should indemnify, defend, or hold you harmless from any claim or allegation arising from the operation, use or other exploitation of the WebSite or the WebSites Content. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM SHERPAREPORT OR ANY OF ITS PARTNERS ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE WEBSITE OR WEBSITES CONTENT OR YOUR USE THEREOF, EVEN IF SHERPAREPORT OR ITS PARTNERS HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Your Indemnity of SherpaReport; Termination of Use.
You agree to indemnify and hold SherpaReport harmless from all causes of action, claims and allegations (whether threatened or pending), costs, fees, charges, and expenses (including reasonable attorneys' and professionals' fees), judgments, damages, losses, and liabilities arising from or relating to the breach or alleged breach of your duties or obligations under this Agreement or your use of the Website or Websites Content. For any indemnified matter, SherpaReport will have full control of the response thereto and the defense thereof, including, without limitation, any agreement relating to the settlement thereof, and you will cooperate with SherpaReport in such matter. SherpaReport may, at its option, terminate any person or entity's access to any or all of the WebSite upon any breach of the terms and conditions of this Agreement.
- Digital Millennium Copyright Act Compliance.
SherpaReport complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any questions regarding these terms and conditions, or regarding any other aspects of our Website, please use the contact us form.
- Applicable Law and Jurisdiction.
The Website (excluding links) are controlled by SherpaReport and operated by SherpaReport from its offices in and around Boston, Massachusetts. Although SherpaReport has made no effort to publish the Website elsewhere, because the Website is published on the World Wide Web it is accessible in all fifty states and other countries. As each of these places has laws that may differ from those of Massachusetts and from each other, and as you and SherpaReport both benefit from establishing a predictable legal environment in which to operate, use or otherwise exploit the WebSite, by using the Website you and SherpaReport agree that all matters arising from or relating to the use and operation of the WebSites will be governed by the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. You agree that all claims you may have arising from or relating to the operation, use or other exploitation of the WebSite will be heard and resolved in the courts in Boston, Massachusetts. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any object to proceeding in such courts. If you choose to gain access to the Website from locations other than Boston, Massachusetts, you will be responsible for compliance with all local laws of any such other location.
No delay or omission by SherpaReport in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by SherpaReport of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, "including" means "including but not limited to." The captions of this Agreement have been inserted solely for convenience of reference, in no way define or limit the scope or substance of any provision of this Agreement, and will not be considered in interpreting this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and SherpaReport regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
SherpaReport takes no responsibility and assumes no liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is SherpaReport liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, SherpaReport is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although SherpaReport has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, SherpaReport reserves the right, and has absolute discretion, to remove, screen or edit without notice any Content posted or stored on the Site at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any Content you post or store on the Site at your sole cost and expense.
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