Welcome and thank you for your interest in the HoneyBricks website (the “Website”) which is owned and operated by HoneyBricks Inc. (“HoneyBricks”, “We”, “Our”, “Us” or “Company”). By accessing or using the Website at www.HoneyBricks.com, including any subdomain thereof (the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these terms of service ("Terms of Service"), regardless of whether you are a registered member of the Site.
HoneyBricks is an intermediary technology platform that allows Accredited Investors (as defined below) and certain other persons to independently review and invest in private placement real estate offerings. These Terms of Service govern your access and use of the Site, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, ”Content”), services and/or products provided through the Site (collectively, the "Service").
About the Terms of Service
If there is any contradiction between these Terms of Service and another agreement you enter into applicable to specific aspects of the Service, the other agreement shall take precedence in relation to the specific aspects of the Service to which it applies.
Updates and Changes to the Terms of Service
THE SERVICES ARE OFFERED ONLY TO USERS WHO ARE AT LEAST THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH THEY RESIDE OR ARE LOCATED. BY USING THE SERVICES, YOU REPRESENT THAT YOU ARE ABLE TO LEGALLY CONTRACT IN THE JURISDICTION IN WHICH YOU ARE LOCATED.
The Site presents information regarding potential investments sold in private placements, including by not limited to limited liability company membership interests (Interests) of various HoneyBricks entities. These Interests, which are securities under U.S. securities laws, will be represented by cryptographic digital tokens (“Token” or “Tokens”), which are a Ethereum blockchain-based smart contract digital tokens meeting the ERC-20 standard as modified to meet transfer restriction requirements and other U.S. securities laws.
The Tokens offered on the Site have not been registered under the Securities Act of 1933, as amended (the Securities Act) in reliance on the exempted provisions of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and/or Regulation S. Securities sold through private placements are restricted and not publicly traded and are therefore illiquid.
Neither the U.S. Securities and Exchange Commission nor any state securities commission or other regulatory authority has approved, passed upon or endorsed the merits of any securities offering on the Site.
Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Investment products are not FDIC insured, may lose value, and there is no bank guarantee. The Tokens being offered are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that HoneyBricks’ business objectives will be achieved or that a secondary market will ever develop for the Interests, whether via the HoneyBricks Website, via third party registered broker-dealers or otherwise.
Not Financial Advice
Investment overviews on the Site contain summaries of the purpose and principal business terms of the investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the investor document package relating to such investment opportunity. By participating in an offering through the Site you agree and understand that each Token offering has its own terms, rules and risks and it is your responsibility to carefully review all terms, rules, risk factors and offering documents and decide on your own if you agree to them.
The information contained on the Site has been prepared by HoneyBricks without reference to any particular user's investment requirements or financial situation, and potential investors are encouraged to consult with professional tax, legal and financial advisors before making any investment.
YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON HONEYBRICKS OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. HONEYBRICKS DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT HONEYBRICKS AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.
Materials on Website
You may download or copy Content only to the extent such download is expressly permitted in writing on the Website. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Website or any related software.
Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by HoneyBricks or by third parties who have licensed their materials to HoneyBricks and are protected by U.S. and international copyright laws. The compilation of all Contents on the Website is the exclusive property of HoneyBricks and is also protected by U.S. and international copyright laws.
It is against the Terms of Service to contact sponsoring real estate operating companies or borrowers directly or to attempt to enter into any transactions with such persons or entities outside of the Service.
You may access the Site generally and/ or browse generally without registering with the Service. In order to access certain features of the Website, including viewing securities offerings or Content on the Website, you must register to create an account (“Account”) and meet certain criteria.
By creating an Account, you represent and warrant that all Registration Data for the Account that you submit is truthful and accurate. You agree not to use the Account of another user. You are solely responsible for any and all use of your Account. You agree that sharing the Services with another person or providing another person access to the Services through your Account breaches these Terms of Service and may constitute fraud or theft, for which we reserve all rights and remedies. You agree not to authorize any other individual or entity other than your authorized agents, if any, to use the Site or Services via your Account.
You may review personal information (including credit data) posted by other Users on the Site, but you are not authorized to disclose or otherwise use such information for any purpose other than assessing the creditworthiness of other Users.
Digital Asset Wallet
There are risks associated with using an internet based blockchain protocol (including the Tokens we may create for you implementing a customized ERC-20 standard), including but not limited to, risks relating to hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account or the digital assets stored in your Wallet. You accept and acknowledge that HoneyBricks will not be responsible for any communication failures, disruptions, errors, distortions, delays or third-party fraud you may experience caused by circumstances beyond our reasonable control.
HONEYBRICKS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE SITE CONTENT OR INFORMATION ON OFFERINGS OR THROUGH USE OF CRYPTOCURRENCY OR TOKENS INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, INCORRECT CRYPTOCURRENCY WALLET ADDRESSES, BANK WIRE INFORMATION OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS, (C) CORRUPTED WALLET FILES, (D) UNAUTHORIZED ACCESS TO SITE OR SERVICE, (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF CYBER ATTACK AGAINST THE HONEYBRICKS SITE OR ANY ASSOCIATED SERVICE.
The Service may allow you and other users to submit, post, transmit and share content with other Users. You are solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information for you or others, advertisements or other content) that you upload, publish, provide or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other Users (collectively, the "User Content").
Prohibited Conduct (Including Non-Circumvention Restriction)
By using the Site, you agree that HoneyBricks has expended significant time and effort developing its base of sponsoring real estate operating companies and borrowers, and in view thereof you agree that, for a period through and until two (2) years following any termination of your account, you may not solicit, initiate, encourage, or engage in discussions or negotiations with any sponsoring real estate operating company or other third-party introduced to you by HoneyBricks, or from whom you otherwise find out about the party and/or the project, without the express written permission of HoneyBricks or such other relevant party. This provision shall survive any termination of these Terms of Service.
HoneyBricks may send you emails concerning your Account, User Content, transactions, and other operational matters. HoneyBricks also may send you promotional emails regarding our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email.
If you provide us with a phone number, you represent and warrant that the number you provided is your phone number, and consent to receive calls and texts made to that phone number, including calls that may be prerecorded or completed with an automatic telephone dialing system (automated calls) for such operational purposes (including security alerts), or investigating or preventing fraud, consent to receive calls and texts made to that phone number for promotional purposes, and will promptly notify HoneyBricks if that phone number changes.
You may opt out at any time from receiving these types of texts or calls by opting-out on your Account, or by replying “STOP” to a text, or by e-mail to firstname.lastname@example.org. Opting out of receiving operational phone calls and texts may impact the functionality that the Service provides to you. Please note, even if you opt out, we may still make other calls as permitted by law. You may continue to receive calls or text messages for a short period while HoneyBricks processes your request, and you may also receive text messages confirming the receipt of your opt-out request.
Our Site contains confidential information ("Confidential Information"), much of which pertains to the investments listed on our platform. Confidential Information includes all technical and non-technical data. You agree that all Confidential Information will be kept in confidence and that you will only use the Confidential Information for the purposes for which it was disclosed. To the extent applicable, you will not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information unless otherwise specified in writing by the disclosing party. These restrictions will not apply to Confidential Information to the extent it (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure without breach of this agreement; (c) was lawfully received from a third-party without such restrictions; (d) was known to you without such restrictions prior to your access to it via our Site; (e) was independently developed by you without breach of this agreement; (f) was generally made available to third parties by HoneyBricks without such restriction; or (g) is required by applicable law.
You agree to use the Site and Service only for purposes that are legal, proper and in accordance with these Terms of Service and any applicable law, rules or regulations. You may not:
The Website may contain links to third party websites (“Third-Party Sites”). These links are provided only as a convenience to you and the inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by HoneyBricks of any information, materials, products, or services contained in or accessible through any Third-Party Site.
In no event shall HoneyBricks be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that HoneyBricks shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource.
YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION.
Third-Party Products and Services
HoneyBricks may provide or allow users to provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. HoneyBricks is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-HoneyBricks advertisers or third-party information on the Site.
Limitation of Liability
In no event shall HoneyBricks, its directors, members, employees or agents be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Service, the content or the materials contained in or accessed through the Site, including without limitation any damages caused by or resulting from reliance by user on any information obtained from HoneyBricks, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to HoneyBricks’ records, programs or services. In no event shall the aggregate liability of HoneyBricks, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the Site or Service or to these Terms of Service exceed any compensation you pay, if any, to HoneyBricks for access to or use of the Site.
Governing Law and Arbitration
By visiting or using the Site and/or the Service, you agree that the laws of the State of Delaware, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Service.
Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Terms or Service, or any breach thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and final judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
The arbitration will be conducted in the English language before a single arbitrator in Delaware. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. Notwithstanding the foregoing, either HoneyBricks or you may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
To the fullest extent permissible by law, you agree to defend, indemnify, and hold HoneyBricks and its directors, officers, employees, and agents harmless from any claim, demand, loss, damage, liability, or expense, including attorney fees and costs, however incurred, including those incurred at trial, in any bankruptcy proceeding, on appeal, and on any petition for review (collective, “Damages”) to the extent that Damages result directly or indirectly from your use of the Site or Service.
HoneyBricks reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with HoneyBricks in the defense of any such claim, action, settlement or compromise negotiations, as requested by HoneyBricks.
If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Legal notices to you will be provided either to the email you provide to HoneyBricks during the account registration process or posted on the Website. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. You agree that all notices and other communications that HoneyBricks provides to you electronically (by email or by linking on the Website) satisfies any legal requirement that such notice or communication be in writing. Except as explicitly stated otherwise, legal notices to HoneyBricks should be emailed to legal@HoneyBricks.com.
Neither party will be responsible for failure to perform any obligation under this Agreement due to causes beyond the reasonable control of such party, including but not limited to strikes, lockouts, riots, epidemics, war, government regulation, fire, flood, natural disasters, Acts of God, or inadequacies of equipment, or other cause beyond the reasonable control of such party.
If any provision of the Terms of Service is found unenforceable, that provision will be deemed to be modified to the extent necessary to make it enforceable, while preserving its intent. If any provision of the Terms of Service is nonetheless held unenforceable in any jurisdiction, the provision will be enforced to the maximum extent permissible in that jurisdiction, and the enforceability of the Terms of Service in any other jurisdiction and of the remaining provisions in that jurisdiction will not be affected. You further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
HoneyBricks may terminate these Terms of Service and your right to use the Service at any time and for any reason without notice. Upon termination or expiration of these Terms of Service, HoneyBricks may remove and discard any HoneyBricks Materials or User Content, and such materials and content may no longer be accessible by you. HoneyBricks will have no obligation to maintain any such information in its databases or to forward any such information to you or any third party. You agree that HoneyBricks will not be liable to you or any third party for any such termination except as described in these Terms of Service. Upon termination or expiration of these Terms of Service, any provision, which, by its nature or express terms should survive, will survive such termination or expiration.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third-Party Sites posted on or through the Site or the Service or transmitted to Users, or any interactions between Users of the Site, whether online or offline.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company.
Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
Digital Millennium Copyright Act Compliance
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing HoneyBricks’ Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
Our Designated Agent as set forth below.
Name of Designated Agent:
Full Address of Designated Agent to Which Notification should be sent:
1700 Van Ness Ave, #1351
San Francisco, CA 94109 United States
Email Address of Designated Agent: email@example.com
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by HoneyBricks or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Please visit our FAQ page for more information; you may also contact us via email at firstname.lastname@example.org.
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