Last Updated: July 14, 2022
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE. BY ACCESSING OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. THESE TERMS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS POSTED TO THIS WEBSITE FROM TIME TO TIME. WE WILL NOTIFY YOU OF ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE ABOVE. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS OR USE THIS WEBSITE OR THE AFFILIATED SYSTEMS.
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Unauthorized use of the Website, including but not limited to unauthorized entry into Brightvine’s systems or platform, misuse of passwords, or misuse of any information posted to a site, is strictly prohibited. You acknowledge that Brightvine may disclose and transfer any information that you provide through this Website (i) to Brightvine’s affiliates, agents or third-party service providers; (ii) to any other person or entity with your consent; or (iii) if we have a right or duty to disclose or are permitted or compelled to so disclose such information by law. You consent to the transmission, transfer or processing of such information to, or through, any country in the world, as we deem necessary or appropriate, and by using and providing information through this Website you agree to such transfers.
The information, materials and other Interactive Content may not be copied, displayed, distributed, licensed, modified, published, reposted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written consent of Brightvine in each instance. Our prior express written consent is required for (i) any resale or commercial use of the Website and/or any materials or content obtained from the Website; (ii) making more than minimal copies of the Website materials; (iii) any derivative use of the Website or any portion thereof; (iv) any use of automated programs, data mining, robots or other data gathering and extraction tools in connection with your use of the Website; or (v) including any portion of the Website on any other website, on a server computer or in documents, including but not limited to “mirroring” the information and/or displaying the information by means of HTML frames or similar means. If you seek permission for such use of our Website, please contact us using the information provided below. Any unauthorized use of the Website, content, materials, or trademarks may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
You warrant that when using the Website, you shall not violate or facilitate any violation of any applicable local, state, federal or international law, statute, regulation, code or ordinance, including, without limitation, regulations promulgated by or the rules of any national or other securities exchange.
The Website is Copyright 2022 by Brightvine LLC, 50 California, Suite 1535, San Francisco, CA 94111.All rights reserved. The works of authorship contained on the Website, including but not limited to all design, text, sound recordings, videos, images, and Interactive Content (defined below) (collectively,“Works”), are owned, except as otherwise expressly stated, by Brightvine or its subsidiaries. Except as otherwise expressly stated herein, Works may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without Brightvine’s prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then, only with notices of Brightvine’s proprietary rights; provided that you may transmit, display, download, and print Works for your personal use, so long as you do not remove any copyright or other notice as may be contained in such Works, as downloaded.
All title, ownership rights, and intellectual property rights in and to the Website and services herein(including without limitation any user accounts, software, titles, computer code, technology, artwork, trademarks, copyright, moral rights, any related documentation and the Website) are owned by Brightvine or its licensors.
The information on this Website is for informational purposes only. Brightvine does not warrant itscompleteness, timeliness or accuracy. The information and materials contained in this Website – and the Terms of the access to and use of such information and materials – are subject to change without notice. You agree that (i) you will not engage in any activities related to the Website that are contrary to applicable law, regulation or the terms of any agreements you may have with Brightvine, and (ii) in circumstances where locations of the Website require identification for process, you will establish commercially reasonable security procedures and controls to limit access to your password or other identifying information to authorized individuals.
BRIGHTVINE, ITS AFFILIATES, OR ITS PARTNERS MAY DISCONTINUE OR MAKE CHANGES INTHE INFORMATION, PRODUCTS OR SERVICES DESCRIBED HEREIN AT ANY TIME WITHOUT PRIOR NOTICE TO YOU AND WITHOUT ANY LIABILITY TO YOU. ANY DATED INFORMATION IS PUBLISHED AS OF ITS DATE ONLY, AND BRIGHTVINE DOES NOT UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE OR AMEND ANY SUCH INFORMATION. BRIGHTVINE RESERVES THE RIGHT TO TERMINATE ANY OR ALL WEBSITE OFFERINGS OR TRANSMISSIONS WITHOUT PRIOR NOTICE TO THE USER. FURTHERMORE, BY OFFERING THIS WEBSITE AND INFORMATION, PRODUCTS OR SERVICES VIA THIS WEBSITE, NO DISTRIBUTION OR SOLICITATION IS MADE BY BRIGHTVINE TO ANY PERSON TO USE THE WEBSITE OR SUCH INFORMATION, PRODUCTS OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE WEBSITE AND SUCH INFORMATION, PRODUCTS OR SERVICES IS PROHIBITED BY LAW.
Access to the Website may from time to time be unavailable, delayed, limited, or slowed due to, amongother things:
Links to non-Brightvine Websites are provided solely as pointers to information on topics that may be useful to the Websites, and Brightvine has no control over the content on such non-Brightvine Websites. If you choose to link to a Website not controlled by Brightvine, Brightvine makes no warranties, either express or implied, concerning the content of such site, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor does Brightvine warrant that such site or content is free from any claims of copyright, trademark or other infringement of the rights of third parties or that such site or content is devoid of viruses or other contamination. Brightvine does not guarantee the authenticity of documents on the Internet. Links to non-Brightvine sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites.
Brightvine may make interactive online content (“Interactive Content”), such as the Brightvine platform, blockchain wallet, or other features available to you through the Website. Any access to InteractiveContent granted to you by Brightvine (including but not limited to access granted through an account)constitutes a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to useInteractive Content. For clarity, you may not share access granted to you with any other person or entity. Your use is limited to a single license to be used with a single account on your desktop computer, laptop computer, tablet, mobile phone, smartphone, or other similar device. You agree to provide true, accurate, current, and complete information about yourself in connection with accessing, or requesting access to, Interactive Content. If you provide any untrue, inaccurate, outdated, or incomplete information, Brightvine may suspend or terminate your access without notice. Brightvine is entitled to assume that any instruction transmitted using your account details, where the requisite account and password information in relation to your account has been provided, has been transmitted by you or by a person duly authorized by you, and Brightvine may rely upon such instruction without liability. You must immediately inform Brightvine if you are aware or suspect that your username or password has been compromised or if you suspect that any person other than you or any duly authorized third party is using your account. You do not acquire any express or implied rights inInteractive Content. Brightvine shall retain all right, title and interest in Interactive Content, including without limitation, any and all copies, improvements, enhancements, modifications and derivative works. You shall reproduce all titles, trademarks, copyright, and restricted rights notices contained inInteractive Content in any copies made thereof, and all such copies shall be subject to these Terms.
All suggestions for correction, improvement or modification to Interactive Content or Website made by you (“Feedback”) and all intellectual property rights therein will be the sole and exclusive property of Brightvine. You hereby assign and agree to assign any and all rights, title, and interest in and to suchFeedback and all intellectual property rights therein to Brightvine. You shall not (i) reverse engineer, disassemble, decompile or cause any other attempt to derive (a) the data set underlying InteractiveContent, either in part or in whole, or (b) the identity of any individual acquisition(s) included in theInteractive Content data set; (ii) distribute, use, copy, modify, rent, lease, sublease, sublicense, or transfer Interactive Content; or (iii) create any derivative works based on Interactive Content. InteractiveContent is provided “as is”, and its accuracy and reliability are not guaranteed.
Holders of assets displayed on the Brightvine Website (“Portfolio Assets”) will receive limited information with regards to their Portfolio Assets. None of the Issuer, the Trustee, the CollateralManager, the Initial Purchasers, the Placement Agent or their respective Affiliates (as applicable) will be required to provide any information it receives pursuant to the Portfolio Assets and related documents other than what is required in the specific Portfolio Asset Indenture, Collateral ManagementAgreement, or other applicable contract.
Brightvine may make certain information regarding the Portfolio Assets and the related notes (“Notes”)available to holders of Notes via distributed ledger technology. Use of Brightvine’s distributed ledger technology may be cancelled by the Issuer of the Note or applicable Portfolio Asset at any time without notice to the holders thereof.
The application of distributed ledger technology is novel and untested and may contain inherent flaws or limitations. The operation of the distributed ledger technology may be subject to potential technical, legal and regulatory constraints. In addition, Brightvine disclaims all warranties that the distributed ledger technology will be uninterrupted or error-free and the distributed ledger could be compromised, and breakdowns could cause the partial or complete inability to use the platform provided by Brightvine. The Holders of Notes should not rely on the distributed ledger for any purposes as it relates to thePortfolio Assets or the Notes, and Brightvine is not responsible for any misleading, omitted or inaccurate information provided via the distributed ledger regarding the Portfolio Assets or the Notes.None of the Issuer nor the Holders of Notes will have recourse to Brightvine from relying on data provided via distributed ledger technology through Brightvine.
The Brightvine Website, platform, and other services or features are not the source of truth for ownership for any Portfolio Asset. Ownership of any Portfolio Asset, Note, or other asset on the Brightvine platform is tracked separately by parties over which Brightvine has no control. You agree to hold Brightvine harmless from and against your reliance on Brightvine as a source of truth of ownership for any Note or Portfolio Asset.
BECAUSE OF THE POSSIBILITY OF HUMAN AND MECHANICAL ERROR AS WELL AS OTHER FACTORS, THE WEBSITE (INCLUDING ALL INFORMATION AND MATERIALS CONTAINED ONTHE WEBSITE) IS PROVIDED “AS IS” “AS AVAILABLE”. BRIGHTVINE AND THIRD-PARTY DATA PROVIDERS ARE NOT PROVIDING ANY WARRANTIES AND REPRESENTATIONS REGARDING THE WEBSITE. BRIGHTVINE AND THIRD-PARTY DATA PROVIDERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE WEBSITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE. BRIGHTVINE AND THIRD-PARTY DATA PROVIDERS DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND MATERIALS CONTAINED ON THE WEBSITE AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND INFORMATION. FURTHERMORE, BRIGHTVINE AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE,COMPUTER VIRUSES, MALICIOUS CODE, OR OTHER DEFECT IN WEBSITE, ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND THE USER’S FILES AND THE USER’S BROWSER OR OTHER SITE ACCESSING PROGRAM, OR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND BRIGHTVINE AND ITS AFFILIATES’ CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS. NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING OR REDUCING BRIGHTVINE’S RESPONSIBILITIES AND OBLIGATIONS TO CLIENTS IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.UNDER NO CIRCUMSTANCES WILL BRIGHTVINE BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE WEBSITE ORANY PORTION THEREOF, REGARDLESS OF WHETHER BRIGHTVINE HAS BEEN APPRISED OFTHE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROMOR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50) IN THE AGGREGATE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS AGGREGATE LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
These Terms shall be subject to any other agreements you have entered into with Brightvine. The user’s access to and use of the brightvine.com Website, and these Terms are exclusively governed by the laws of the State of Delaware. Venue for any dispute arising from these Terms shall be exclusively in the State or Federal courts located in the city and county of San Francisco, California, applying Delaware law.
brightvine® is a registered trademark of Brightvine. All other logos, company names or product names are trademarks or registered trademarks of their respective owners. You may not use any trademarks on the Website without our prior written consent.
If any provision of these Terms is found to be invalid, void, or for any reason unenforceable, it will be construed in such a manner that would make the provision valid or enforceable. If it is not possible to construe the provision in such a manner that would make it valid or enforceable, then only the term or portion of the provision that renders it unenforceable will be stricken without affecting the enforceability of the remaining provisions. Any failure of Brightvine to act on or enforce any provision of these Terms shall not be construed as a waiver of that provision or any other provision of this Agreement.
You agree to indemnify, defend, and hold Brightvine and its affiliates harmless from and against any claims and shall pay all suits, losses, damages, liabilities, claims, expenses, proceedings, and actions, and all related expenses (including reasonable attorneys’ fees and expenses) arising out of, relating to, or in connection with (a) your breach of any terms, provisions, covenants, warranties, or representations contained herein and/or in connection with these Terms; (b) your use or misuse of theWebsite; (c) any claim that information, content, or data provided to you by Brightvine in connection to the Website infringe, misappropriate, or otherwise violate or conflict with any applicable law or any person’s (i) patents, inventions, and discoveries; (ii) trademarks, service marks, domain names, social media user names, trade dress, and trade names; (iii) copyrights, moral rights, works of authorship, proprietary designs, and rights in data and databases; (iv) confidential and proprietary information, including trade secrets and invention rights; (v) rights of privacy and publicity; or (vi) any other proprietary rights; or (d) any activities in connection with these Terms.
Brightvine has developed a Business Continuity Plan (the “Plan”) describing how we will respond to events that significantly disrupt our business. Since the timing and impact of disasters and disruptions is unpredictable, we will have to be flexible in responding to actual events as they occur. With that in mind, we are providing you with this information on our business continuity plan.