Last Updated: July 2023
Acceptance of Terms
By accessing or using our website https://www.caliberco.com/ and our various related websites of our affiliates, including, https://caliberfunds.co/ and the various associated services (collectively, the “CaliberCos Services”), you agree to be bound by these Terms and all of the terms incorporated herein by reference.
You must be 18 years of age or older and reside in the United States or any of its territories to use the CaliberCos Services. By accepting these Terms, you represent that you have the legal authority to do so, and that, if you have accepted these Terms on behalf of any person or entity, you represent that you have legal authority to do so and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms. If you do not agree to every provision of these Terms, you may not, and we do not authorize you to, access or use the CaliberCos Services or any features provided therein.
By accessing or using the CaliberCos Services, you represent and warrant that you have not been previously suspended or removed from the CaliberCos Services or engaged in any activity that could result in suspension or removal from the CaliberCos Services.
You should not construe CaliberCos’s publication of any content found on the CaliberCos Services as an endorsement by CaliberCos of the views expressed therein, or any warranty or guarantee of any strategy, recommendation, treatment, action, or application of medication or preparation made by the author of such content.
We may revise these Terms at any time for any reason and may provide you notice of these changes by any reasonable means, including through the CaliberCos Services. You can determine when we last updated these Terms by referring to the “Last Updated” legend at the top of these Terms. Except to the extent that your express consent to any revised Terms is required under applicable law, by continuing to access, browse or use the CaliberCos Services, you agree to any revised Terms. If you do not agree to any revised Terms, you may not, and we do not authorize you to use the CaliberCos Services. We strongly recommend that you periodically visit this page to review these Terms.
In order to access and use certain areas or features of the CaliberCos Services, you may need to provide certain information and/or answer certain questions. Each registration is for a single user only.
You agree to (a) provide accurate, current and complete information, (b) maintain and promptly update, as necessary, your information, (c) be responsible for the acts or omissions of any third party who has authority to access or use the CaliberCos Services on your behalf, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the CaliberCos Services. If you provide information that is untrue, inaccurate, not current, or incomplete, we may suspend and/or terminate your current or future use of the CaliberCos Services.
By providing information and/or answering questions, you also consent to receive electronic communications from CaliberCos (e.g., via email or by posting notices to the CaliberCos Services). You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.
We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
Right to Access and Use the CaliberCos Services and Content
Unless otherwise indicated in writing by us, the CaliberCos Services and all content and other materials contained therein, including, without limitation, any CaliberCos trademarks, service marks or logos and all designs, text, graphics, pictures, information, data, software, other files and the selection and arrangement thereof (collectively, “Content”) are the property of CaliberCos or our licensors or users, as applicable, and are protected by U.S. and international copyright and other laws.
Subject to these Terms, you are hereby granted a limited personal, revocable, non-exclusive, non-transferable, non-sublicensable right to access, view and make personal, non-commercial use of the CaliberCos Services and Content. All rights not expressly granted herein are reserved. You do not acquire any ownership interest in the CaliberCos Services or Content under these Terms, or any other rights thereto other than to use the CaliberCos Services in accordance with the rights granted by, and subject to all terms, conditions, and restrictions of these Terms.
You do not have any right to, and you shall not, directly or indirectly: (a) sell, resell or use commercially the CaliberCos Services or Content, (b) distribute, publicly perform or publicly display the CaliberCos Services or any Content, (c) modify or otherwise make any derivative uses of the CaliberCos Services or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the CaliberCos Services or Content, except as expressly permitted by us, (f) use the CaliberCos Services to stalk, threaten, or otherwise violate the rights of others, including without limitation others’ privacy rights or rights of publicity; (g) interfere with the CaliberCos Services or servers or networks used in connection with the CaliberCos Services; or (h) use the CaliberCos Services or Content other than for their intended purposes.
Any use of the CaliberCos Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the right of access and use granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Except as expressly permitted herein, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright, or other proprietary rights of CaliberCos or any third party, whether by estoppel, implication or otherwise.
You will not remove, alter, or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license, or otherwise exploit any Content.
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the CaliberCos Services (or any features or parts thereof) at any time.
The CaliberCos marks, including CALIBER™, CALIBER THE WEALTH DEVELOPMENT COMPANY™, CALIBER DEVELOPMENT®, CALIBER REALTY®, CALIBER HOSPITALITY TRUST™, CALIBER FUNDS™, and the following design and logo marks:
and any other designs and logo marks, and any other CaliberCos product or service names, trademarks, services marks, and other indicia of origin that may appear on the CaliberCos Services (“Marks”) are the property of CaliberCos or its subsidiaries, affiliates or third parties, and may not be copied, imitated or used, in whole or in part, without our prior written permission. Nothing contained in these Terms and/or the CaliberCos Services shall be construed as granting, by implication or otherwise, any license or right to use any such Marks without the prior written permission of CaliberCos or such third party that may own such Marks.
You are solely responsible and liable for all data, information, and other materials (“User Content”) that you submit, upload, post, e-mail or otherwise transmit (“Transmit”) in connection with the CaliberCos Services. In addition, we have no control over, and shall have no liability for, any damages resulting from the use (including without limitation, republication) or misuse by any third party of information made public through the CaliberCos Services. IF YOU CHOOSE TO SUBMIT TO US, OR OTHERWISE MAKE ANY USER CONTENT PUBLICLY AVAILABLE, YOU DO SO AT YOUR OWN RISK AND WE SHALL HAVE NO LIABILITY THEREFOR.
You agree that you will not, and will not permit anyone else to, directly or indirectly: (a) Transmit any User Content that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) Transmit any User Content: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret or right of privacy of any third-party; (iii) that constitutes unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contains any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; or (c) forge headers or otherwise manipulate identifiers in order to disguise any User Content Transmitted through the CaliberCos Services.
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the CaliberCos Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the CaliberCos Services at your sole cost and expense.
Rights in User Content
You agree that CaliberCos may disclose or use any User Content for any purposes permitted under applicable law, including, but not limited to: (a) enforcing these Terms; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any User Content violates the rights of third parties; or (d) protecting the rights or property of CaliberCos, its customers or the public.
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about CaliberCos, or the CaliberCos Services (collectively, “Feedback”). Feedback shall be irrevocably assigned by you and shall become the sole property of CaliberCos. CaliberCos shall own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
We have not reviewed all of the websites or social media pages, or feeds linked to the CaliberCos Services and are not responsible for the content of any third-party pages or feeds, any other websites linked to the CaliberCos Services, or any products or services offered by third parties. Nothing in the CaliberCos Services, including, without limitation, any links to other websites, should be construed as an endorsement by CaliberCos of any products, services or information of any other persons or companies. Your choice to access a link to any other website, page or feed is at your own risk, and you agree to comply with all terms and conditions relating to such websites, pages, and feeds. CaliberCos reserves the right not to link, or to remove the link, to a particular website, page, or feeds at any time.
Any links to third-party websites, pages or feeds are provided as a convenience to you and are neither owned nor operated by CaliberCos. We have no control over these linked websites, pages and feeds make no representations or warranties with respect to these linked websites or third-party products or services. Your viewing and use of any third-party websites, pages and feeds is at your sole discretion and risk.
You shall indemnify, hold harmless, and, at CaliberCos’s option, defend CaliberCos and its affiliates and subsidiaries from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by CaliberCos resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the CaliberCos Services, any Content, any User Content, any Feedback you provide, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the CaliberCos Services or any of its features. You further agree that CaliberCos shall have control of the defense or settlement of any third-party claims unless CaliberCos exercises its option to require you to defend CaliberCos. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and CaliberCos.
THE CALIBERCOS SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CALIBERCOS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS, OR IMPLIED, AS TO: (A) THE CALIBERCOS SERVICES; (B) CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM THE CALIBERCOS SERVICES. CALIBERCOS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT ANY RESULTS WILL BE ACHIEVED, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
CALIBERCOS DOES NOT REPRESENT OR WARRANT THAT THE CALIBERCOS SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE CALIBERCOS SERVICES OR THE SERVERS THAT MAKE THE CALIBERCOS SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. CALIBERCOS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE CALIBERCOS SERVICES IS ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE CALIBERCOS SERVICES IS AT YOUR SOLE RISK. CALIBERCOS DOES NOT WARRANT THAT YOUR USE OF THE CALIBERCOS SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION. CALIBERCOS SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS.
BY ACCESSING OR USING THE CALIBERCOS SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE CALIBERCOS SERVICES.
Limitation of Liability; Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CALIBERCOS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE CALIBERCOS SERVICES (INCLUDING, BUT NOT LIMITED TO, USER CONTENT AND LINKS TO THIRD-PARTY WEBSITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT OR SERVICE, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM CALIBERCOS, OR FROM EVENTS BEYOND CALIBERCOS’S REASONABLE CONTROL, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CALIBERCOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CALIBERCOS ARISING OUT OF OR IN ANY WAY RELATED TO THE CALIBERCOS SERVICES EXCEED ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE CALIBERCOS’S SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CALIBERCOS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
YOU AND CALIBERCOS AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE CALIBERCOS SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES.
Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under these Terms that a court can award under these Terms. You and CaliberCos agree that any in-person arbitral hearing would occur in the United States in the same county and state as your billing address. CaliberCos further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and CaliberCos are each waiving the right to a trial by jury and/or to participate in a class action. This arbitration provision shall survive termination of these Terms and the termination of your use of the CaliberCos Services. Further, unless both you and CaliberCos agree otherwise, the arbitrator may not join or consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Class Action Waiver
REGARDLESS OF THE FORUM, YOU AND CALIBERCOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the CaliberCos Services at any time and for any or no reason, and you acknowledge and agree that in such event we shall have no liability or obligation to you.
Governing Law and Jurisdiction
CaliberCos operates the CaliberCos Services from Arizona, U.S.A. These Terms and the transactions they contemplate, including without limitation their interpretation, construction, performance, and enforcement, shall be governed by the laws of the State of Arizona, U.S.A., including its statutes of limitations, but without reference to conflict or choice of law provisions. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in Arizona shall not apply.
All notices, demands, or consents given by you under these Terms will be in writing and will be deemed given when delivered to CaliberCos at the following contact: [email protected]. Any notices to you may be made via either e-mail or postal mail to the address in CaliberCos’s records or via posting on the CaliberCos Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
Persons with disabilities who need assistance accessing these Terms may contact us as provided for in this Section, and depending on your individual needs, we will grant reasonable requests to furnish these Terms in an alternative format.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause, or provision of these Terms.
The CaliberCos Services are hosted in the United States of America. If you are located outside of the United States of America and you contact us, please be advised that any information you provide to us will be transferred to the United States of America and that by submitting information, you explicitly authorize such transfer. These Terms constitute the entire agreement between you and CaliberCos relating to your access to and use of the CaliberCos Services. These Terms, and any rights granted hereunder, may not be transferred or assigned by you without the prior written consent of CaliberCos. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent, or subsequent circumstance, and CaliberCos’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.