All materials on or accessible on or within any one or more Portal Functions(Website, Application and Portal) including, without limitation, any Portal Information, are meant to be reviewed in their entirety, including any footnotes, legal investment or securities disclaimers, restrictions or disclosures, and any copyright or proprietary notices inclusive of any cross-references to such materials or incorporation thereof by reference. Any disclaimers, restrictions or disclosures shall be deemed to apply to any partial, ancillary or modifying document or material in the same manner as they do the whole or the original, and shall be deemed incorporated in the portion of any material that you consult or download.
Ownership of Site, Application, Copyright and Service Mark
All Portal Functions are the property of Orion (and/or its licensors) and select elements of the Portal Functions are used by Orion under license from Portal Provider. Any and all accompanying screens, information, materials, user documentation, user interfaces, images, arrangements of information, related software and other proprietary property of Orion or its licensors, is and shall remain the exclusive property of Orion and its licensors, as applicable except as expressly noted otherwise. All rights to the Portal Functions (inclusive of the Portal, Website and Application) and Portal Information remain with Orion or its licensors. The Portal Functions are for your personal, nonexclusive use along with other persons permitted or authorized by Orion to view certain limited information with respect to one or more of your Interest holdings. You may not modify, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information (Portal Information or otherwise), software, products or services obtained from the Portal Functions.
Passwords, Security and Access
Any information you receive from Orion to which you are permitted to access as Portal Information is believed to be reliable. Nevertheless, neither Orion nor its agents are liable for any deficiencies in the accuracy, adequacy, completeness, availability, relevance, reliability, currency or timeliness of such information.
No performance information;real estate, securities or other investment management analysis;real estate, securities or investment interest acquisition or disposition analyses;real estate, securities, investment asset or fund evaluations or analyses; real estate,securities or investment analyses or performance reviews, data or other information contained within these Portal Functions (inclusive of the Website, Application and Portal), including the Portal Information, is warranted by Orion or its affiliates as to accuracy, adequacy, completeness, relevance, reliability, currency, timeliness or availability, express or implied. Any and all such information is subject to change without any notice to you, whatsoever.
TheWebsite, Application and Portal, including information and materials contained in any one or more of the Portal Functions, text, graphics, software, links and other items are provided “as is,” “as available” without warranty of any kind, either express or implied, to the fullest extent permissible pursuant to applicable law. Without limitation, Orion does not warrant the accuracy, adequacy, completeness, relevance, reliability, currency, timeliness or availability of the Website, Application and/or Portal or any information on this Website, Application and/or Portal including any Portal Information, and expressly disclaims liability for errors or omissions in the Website, Application, Portal and any Portal Information. There is no warranty of merchantability, no warranty of fitness for a particular purpose, no warranty of non-infringement, nor any other warranty of any kind, whether implied, express or statutory, in conjunction with the Website, Application, Portal and/or Portal Information, whatsoever. Orion further assumes no responsibility for, and makes no warranties that, access to this Website, Application, Portal and/or the Portal Information will be uninterrupted or error-free, that defects will be corrected in a timely manner, if at all, or that the website or the server that makes it available will be free of viruses or other harmful components. Please note that some jurisdictions do not allow the exclusion of certain warranties, so some or all of the above exclusions may not apply to you.
Additional Disclaimers Regarding Work Product
User acknowledges that Orion is a provider of,and is in the business of providing, real estate consulting services including, without limitation, commercial brokerage, development and construction, sale-leaseback transactions, non-US capital sourcing, deal structuring and private placements for foreign investors (collectively, the “ Provided Services”)and Orion prepares information, research, analyses, reporting and other materials for and/or on behalf of user as well as for and/or on behalf of certain other subscribers, investors, clients and others (such materials, whether or not provided in connection with or pursuant to the Portal Functions or the Provided Services, and inclusive of any and all materials on or contained within Orion’s websites and marketing materials (including the Portal Functions), collectively, “Orion Work Product”).
Although Orion from time to time provides Provided Services and prepares and delivers Orion Work Product, Orion is not, nor are any of the individuals or entities comprising Orion qualified or licensed as, registered securities brokers, dealers, or advisors. Further, Orion is not licensed to give or otherwise qualified to provide financial advice, buy/sell/hold recommendations, or anything in the nature of financial and/or investment advice, whatsoever, except as may be clearly and independently demonstrated in writing by applicable government authorities from time to time, nor do any Provided Services or Orion Work Product constitute a solicitation, recommendation, promotion or endorsement of any particular security, other investment product, transaction or investment. Accordingly, Orion does not act, shall not be deemed to act, and shall not be deemed to have acted in the capacity of any one or more of the following and users should not construe any Orion activities, materials, Provided Services or Orion Work Product as involving any one or more of the following: providing investment advice or services (whether personalized to any one or more such users or otherwise); acting in the capacity of an investment adviser or engaging in activities that would be deemed to be providing investment advice that requires registration either at the federal or state level of any government (including, for the avoidance of doubt and without limitation, the United States of America, European Union and United Mexican States); broker-dealer activities; securities trading expert or analyst; financial planner or planning; providing stock recommendations or picks; providing advice about buy and sell or hold recommendations as to specific securities; or offer, sale or solicitation to purchase securities.
Users should not construe or interpret any of Orion Work Product as investment advice. Data and information is provided for informational and educational purposes only, and is not intended for trading purposes, as comparable market analysis or as legal, tax, investment, financial or other advice. Orion Work Product is NOT a solicitation to BUY, SELL, or HOLD any securities mentioned, directly or indirectly, in Orion Work Product. NEVER make an investment decision based solely on the information contained in Orion Work Product . All users expressly acknowledge and agree that they alone bear complete responsibility for their own investment research and investment decisions in connection with the Portal Functions. Users’ own due diligence is of the utmost importance and highly recommended. If users are seeking investment advice they should consult with an independent registered investment adviser, registered stockbroker, financial investment advisor, broker, dealer, or other financial professional of such users’ choosing. USERS SHOULD SEEK THE ADVICE OF QUALIFIED INDEPENDENT PROFESSIONALS AND SPECIALISTS – LAWYERS, ACCOUNTANTS, ADVISERS, DEALERS, BROKERS OR OTHERS – REGARDING ORION WORK PRODUCT, PROVIDED SERVICES AND RELATED MATTERS. ORION IS NOT A SUBSTITUTE FOR SUCH QUALIFIED INDEPENDENT PROFESSIONALS. REAL ESTATE OWNERSHIP AND ASSOCIATED INVESTING IS SPECULATIVE IN NATURE AND CARRIES A HIGH DEGREE OF RISK, EVEN TO THE EXTENT CONTEMPLATED BY THE PROVIDED SERVICES.
Each user acknowledges and agrees that (A) neither Orion nor any Orion-affiliated person or entity is or shall be required solely or exclusively to manage such user’s account or Interest or to devote all or substantially all business time or efforts to such user, its portfolio, Orion’s portfolio or Orion’s duties under applicable governing documents, but instead shall devote only so much of such time and efforts as such Orion-affiliated person reasonably deems necessary from time to time; (B) Orion is in the business of investing in, acquiring and/or managing businesses and real estate for its own account, for the account of their affiliates and associates and for the account of other unaffiliated parties, and further that Orion plans to continue to be engaged in such businesses (and other business or investment activities); and (C) Orion and all such Orion-affiliated persons and entities, either individually or collectively, may participate in other business ventures of any kind except as expressly restricted in a written agreement, whether or not such ventures are competitive or in conflict with a user, a user’s portfolio, Orion’s portfolio or any securities or assets owned by any one or more users. No user, client or other person shall have any right to any income or profit derived from Orion’s other business ventures.
Limitation of Liability
In no event will Orion be liable for any damages, or for repairs or corrections that must be performed, to or on your computer, person or other property including, without limitation, direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with the Website, Portal, Portal Information or the use thereof or the inability by any party to use such Website and/or Portal, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Orion, or representatives thereof, are advised of the possibility of such damages, losses or expenses.
No Offer of Securities, Interests in Real Estate and/or Advice
The Website, Application and Portalare for informational purposes only. Except as Orion may authorize in advance and in writing from time to time, no information on theWebsite, Application or Portalmay be construed as a solicitation, offer, recommendation, representation of suitability or endorsement of any security, interest in real estate assets, real estate or investment including, without limitation, with respect to any Interest. Irrespective of any documentation contained within the Website Application and/or the Portal from time to time, offerings of real estate acquisitions or dispositions,real estate and interests in the same including, without limitation, through entities sponsored, formed and/or controlled by Orion, are made only by private placement memorandum and related subscription documents and/or other definitive offering documents, distributed by persons authorized by Orion, and only in those jurisdictions where permitted by the Securities Laws (defined below) and any other applicable statutes and regulations.
None of the Interests referred to herein have been registered under any (a) federal securities laws including, without limitation, the Securities Act of 1933 and/or the Securities Exchange Act of 1934 or (b) state ‘Blue Sky’ counterparts thereto (the preceding (a) and (b), collectively, the “ Securities Laws”) and no subscription to participate in any Interest, whether as a limited partner, member, or in any other investor capacity may be accepted in your state or jurisdiction unless such Interest is first excluded or exempted from all applicable registration requirements under the Securities Laws.
Except as expressly set forth by Orion in writing, from time to time, this Website, Application and/or Portal will be used as an electronic data room repository for information otherwise made available by Orion in hardcopy and the Portal Functions will not be used by Orion to prepare, publish, convey, disseminate or otherwise make available any reports regarding securities, real estate investments and/or interests in the same. This Website, Application and Portal and the information contained herein does not constitute, and is not intended to constitute, a complete description of our real estate management services or asset holdings. This Website, Application and Portal, inclusive of any information contained, referenced and/or linked within including, without limitation, any Portal Information, is not intended, nor should it be construed or relied upon, as investment advice. Users who are considering investments or additional investments in the interests discussed in the Portal Functions, changes to any of their current investments (real estate, securities or otherwise) or other securities or investment decisions are advised to consult their independent Advisors for such advice.
Real Estate Risks and Asset Performance Information
Acquisitions of real estate and interests in real estate, including subscriptions for interests in property owning or acquiring entities, real estate funds, joint ventures, fractional ownership and/or syndication structures, are illiquid, subject to a substantial risk of loss and are not suitable for many investors. A subscription for an Interest sponsored by Orion is subject to a variety of risks, certain of which are disclosed in each Interest’s private placement memorandum or other applicable offering document.
Risks Associated with Interests; No Advice Provided
Investment in any Interest will involve significant risks due to, among other things, the nature of the real estate investments. Potential investors granted access to the Portal should pay particular attention to the disclaimers and/or risk factors expressly set forth on each document hosted and/or otherwise accessible within the Portal. Prospective investors should not construe any contents of this Portal as legal, tax, financial, accounting, investment or other related advice. Potential investors will have the opportunity to ask questions and receive answers and additional information about any Interests to verify the information contained herein at such time when the prospective investor receives definitive offering documents setting forth the terms of the private placement of the subject Interest.
Reliance on Own Review of Interests and Portal Information
In making a purchase or sale decision to participate and/or subscribe for an Interest in any Orion sponsored real estate asset, interest and/or fund including, without limitation, and assets, interests or funds described within the Portal, investors must rely on their own examination of the asset, interest, fund and/or operating entity and the terms of the offering, including the merits and risks involved. No interest in any asset, interest, fund and/or operating entity fund described within the Portal has been recommended or approved by any federal, state or foreign securities commission, regulatory authority or agency. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any document hosted and/or otherwise contained within the Portal. Any representation to the contrary is untrue and would constitute a criminal offense.
Past performance is not necessarily indicative of future results and is no guarantee of future returns.
Return objectives are only targets based upon one or more assumptions regarding the performance of our real estate asset management, real estate interest acquisition or disposition services, real estate assets or funds and real estate Interests and such assumptions may prove to be inaccurate and objectives and/or projections based thereon may not be achieved. Except as otherwise expressly provided, any performance data presented within this Website, Application and/or Portal represents unaudited estimates and such data is based on information prepared by Orion and/or third-party sources including, without limitation, property management companies engaged by Orion; provided, in addition, such information is calculated and presented as of, and expressly limited to, the date of posting, publication and/or any earlier referenced preparation date as set forth thereon. Such information may be inaccurate or incomplete. The real estate investment strategies and risk characteristics of Orion’s real estate assetand investment management, real estate interest acquisition or disposition services, real estate assets or funds and real estate Interests are unique to the specific facts and circumstances of each Interest; therefore, comparisons of the performance of one Interest to another Interest may be misleading or ineffectual. Individual returns may vary due to the timing of capital contributions and withdrawals, side investments, tax withholding, special allocations of new issues and/or different fee arrangements.
Any information you receive from Orion or to which you are permitted to access as Portal Information, is believed by management to be reliable. Nevertheless, neither Orion nor its agents are liable for any deficiencies in the accuracy, adequacy, completeness, availability, relevance, reliability, currency or timeliness of such information.
Past Performance and “Forward Looking Statements” in Portal Information
Any past real estate investment or asset performance data contained in this Portal for funds or projects previously sponsored and/or managed by Orion (i) has been provided by Orion and other sources and,except as otherwise expressly provided, has not been independently verified in any way, (ii) is historical data and, as with all real estate investments, past investment performance does not guarantee future results, and investment and asset results may vary substantially over any given time period and (iii) there can be no assurances that any real estate investment management, real estate interest acquisition or disposition services, real estate assets or funds and real estate Interests will be able to implement their investment and/or asset strategies or achieve their objectives. Actual realized returns will depend on, among other factors, future operating results, the assets’ value and market conditions at the time of disposition, legal and contractual restrictions on transfer that may limit liquidity, any related transaction costs and the timing and manner of sale. Any projections or other estimates in or contained within this Portal, including estimates of returns or performance, are “forward-looking statements” and are based upon certain assumptions. Other events, which were not taken into account, may occur and may significantly affect the analyses. Any assumptions should not be construed to be indicative of the actual events that will occur. Actual events are difficult to predict and may depend upon factors that are beyond Orion’s control. Accordingly, Orion cannot make any assurances that estimated returns or projections can be realized or that actual returns or results will not be materially lower than those estimated herein. Investors should conduct their own analysis using such assumptions as they deem appropriate and should fully consider other available information. Investors can identify forward-looking statements on any documentation contained within the Portal by the use of terminology such as “may,”“will,”“seek,”“target,”“expect,”“anticipate,”“project,”“should,”“believe,”“intend,”“plan,”“estimate,”“predict,”“potential,”“continue” or the negative thereof or other variations thereon or comparable terminology.
Any and all forward-looking statement(s) are intended to express Orion’s opinion of earning potential and, if provided, constitute educational information. Opinions and views expressed within Orion Work Product are opinions and views of how Orion evaluates an individual property, asset or company based on what Orion perceives or believes to be reputable sources. In addition, Orion believes these sources to be accurate and reliable. However, in no way does Orion represent or guarantee the accuracy thereof, nor the statements made in Portal Functions or Orion Work Product any of which may be corrected, revised, supplemented or otherwise modified at any time and from time to time without notice to you. Applicable users alone and with their Advisors assume the sole responsibility of evaluating the merits and risks associated with the use of any Orion Work Product before making any decisions based on such information, opinions and views. As additional consideration in exchange for using Orion Work Product, users agree and acknowledge that Orion will in no way be held liable for Claims, losses or damages arising out of any Orion Work Product or Provided Services, and users waive any such Claims, losses or damages on each such user’s own behalf and on behalf of such user’s successors, heirs and representatives.
No person has been authorized in connection with granting access to the Portal or to any documentation contained therein to give any information or to make any representations other than as contained in the operating documents governing such assets, plans or offerings, and any representations and/or information not contained in such applicable operating documents must not be relied upon or construed as authorized by Orion and/or any of its subsidiaries and/or affiliates. Documentation and information contained and/or otherwise accessible through the Portal is made current only as of the date expressly set forth thereon, or if no such date is specified then the date such information was uploaded to the Portal. Unless expressly stated otherwise, the delivery of any information and/or documentation through the Portal at any time shall not under any circumstances create an implication that the information contained in such documentation is correct as of any time subsequent to such date.
Restrictions on Transfer of Interests
Interests described within the Portal are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Laws pursuant to registration or exemption therefrom and/or any one or more of the operating agreements, partnership agreements, trusts, leases, franchise agreements, loan documents and/or other documents governing such interests. In addition, there is no public market for such Interests and they may not be sold, transferred, assigned or hypothecated, in whole or in part, except as provided in the applicable agreements governing such Interests.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PORTAL AND OTHER PORTAL FUNCTIONS ARE FURNISHED “AS IS”, “AS AVAILABLE” AND WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY OF ALL OR ANY PART OF THE SERVICE, AND FREEDOM FROM ERRORS, VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS.
NEITHER ORION NOR ANY OF ITS AFFILIATES IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. IF THE FOREGOING DISCLAIMER OR WARRANTIES AND LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE, YOU AGREE THAT ORION’S AND ITS AFFILIATES’ LIABILITY TO YOU, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ALL CAUSES, SHALL NOT EXCEED IN THE AGGREGATE $500.
NOTICE TO RESIDENTS OF FLORIDA
IF THE INVESTOR IS NOT A BANK, A TRUST COMPANY, A SAVINGS INSITUTION, AN INSURANCE COMPANY, A DEALER, AN INVESTMENT COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT, A PENSION OR PROFIT-SHARING TRUST, OR A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), THE INVESTOR ACKNOWLEDGES THAT THE SALE OF THE INTERESTS TO THE INVESTOR IS VOIDABLE BY THE INVESTOR EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE INVESTOR TO THE ISSUER, OR AN AGENT OF THE ISSUER, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE INVESTOR, WHICHEVER OCCURS LAST.