This Web Site (defined below) may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of Sentio Healthcare Properties, Inc. (the "SHP"), anticipated capital expenditures, amounts of anticipated cash distributions to investors in the future and certain other matters. These statements represent the intent, belief or current expectations or assumptions of the Company, and generally are identified by the use of words such as "may," "will," "seeks," "anticipates," "believes," "estimates," "expects," 'plans," "intends," "should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and the SHP undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Such statements involve risk and uncertainties which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include changes in general economic conditions, changes in real estate conditions, changes in interest rates, lease-up risks, lack of financing availability and lack of capital proceeds.
Sentio Investments, LLC ("Sentio Investments"), makes this Web Site (defined below) available to you for your information and as background for the products and services of Sentio Investments, SHP, and their respective subsidiaries and affiliates (collectively, the "Sentio Entities"), subject to the following terms and conditions: This Web Site is offered by Sentio Investments as a convenience to: (1) users of the Web Site; (2) a variety of legally and financially separate entities that make up the Sentio Entities which may be either parent companies or subsidiaries of the same entity, affiliates of each other or share common ownership; and (3) legally and financially separate entities that: (i) were or are sponsored or advised by Sentio Investments; or (ii) have some common ownership with one or more of the Sentio Entities from time to time may maintain business relations with any of the Sentio Entities. The entities within described above are licensed to use the Sentio name and related logos. Each Sentio Entity and each other entity described above is a separate legal entity and no legal or financial relationship is to be implied between or among any entities on the Web Site within Sentio Entities or such other entities.
2. Acceptance of Agreement
3. Limited License to Use the Content.
Sentio Investments grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Web Site solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the Sentio Entities. Any other use of the Content or the Web Site is expressly prohibited. All other rights in the Content and the Web Site are reserved by Sentio Investments and its licensors. Sentio Investments reserves all rights in the Web Site and you agree these Terms and Conditions do not grant you any rights in or licenses to the Web Site, except for this express, limited license. You will not otherwise copy, print (except for the express limited purpose permitted above), transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create compilations or derivative works from, perform, display, incorporate into another web site, or in any other way exploit any of the Content or any other part of the Web Site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of Sentio Investments. Without limiting the foregoing, you will not frame or display the Web Site (or any part of the Web Site) as part of any web site or any other work of authorship without the express prior written permission of Sentio Investments.
4. Products And Services
The information regarding the Sentio Entities provided on the Web Site may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding the Sentio Entities and they may not be available in all geographic areas.
5. Web Site Restrictions and Prohibitions
As a condition of your use of the Web Site, you represent and warrant that you shall not use the Web Site for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Web Site. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Web Site. Any unauthorized use of our Web Site will terminate the permission or license granted herein and may violate applicable law including copyright laws, trademark laws, and communications regulations and statutes. By ways of example, and not as a limitation, you will not use the Web Site to:
(a) Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
(b) Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information;
(c) Transmit or upload any material to the Web Site that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs;
(d) Interfere with or disrupt the Web Site networks or servers;
(e) Harvest or otherwise collect information from the Web Site about others, including without limitation email addresses, without proper consent;
(f) Use the account, login identification, or password of another party to access the Web Site;
(g) Otherwise attempt to gain unauthorized access to the Web Site, other accounts, computer systems or networks connected to the Web Site, through password mining or any other means;
(h) Use the Web Site in any manner that violates any applicable state or federal law, including without limitation, laws regulating email, facsimile transmissions or telephone solicitations; or
(i) Interfere with another individual's or entity's use or enjoyment of the Web Site.
6. User Names, Passwords and Account Access
If you use any part of our Web Site that requires a user name or password, you will be responsible for maintaining the confidentiality of that user name and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. In the event the confidentiality of your user information, accounts and/or passwords are compromised in any manner, you should notify Sentio Investments immediately at the address provided in Section 19 below. Sentio Investments reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of its sites and your accessibility, including without limitation terminating your access, changing your password or requesting additional information to authorize transactions on your account. Notwithstanding the above, Sentio Investments may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall Sentio Investments be held liable to you for any liabilities or damages resulting from or arising out of any action or inaction of Sentio Investments under this provision, any compromise of the confidentiality of your user information, accounts or password and any unauthorized access to your accounts or use of your password.
Web Site Accuracy and Availability
Although Sentio Investments tries to provide accurate and timely information on the Web Site, the Web Site (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The Sentio Entities shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (i) errors in or omissions from the Web Site (including without limitation the Content), (ii) the unavailability or interruption of the Web Site or any features thereof, (iii) your use of the Web Site, or (iv) any delay in or failure in performance if due to any cause or conditions beyond Sentio Investments' reasonable control, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, failure of the Internet backbone or shortage of power. The information published on the Web Site is provided as a convenience to visitors and is provided for informational purposes only. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Web Site are your sole responsibility and Sentio Investments shall have no liability for such decisions. If you need specific details about any information contained in the Web Site, you should contact Sentio Investments as provided in the "Contact Us" section of the Web Site.
Security of Transmissions
Sentio Investments has no obligation to monitor your use of the Web Site or retain the content of any of your sessions on the Web Site. By transmitting information through the Web Site, you accept the risk that such information as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. We recommend that you do not send any confidential information to us by e-mail. If you choose to send any confidential information to us via e-mail, you accept the risk that this information may be intercepted by a third party. Sentio Investments reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENTIO INVESTMENTS AND THE OTHER SENTIO ENTITIES EXPRESSLY DISCLAIM ALL WEB SITE WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THE WEB SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THE WEB SITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED TO YOU "AS IS."
8. Limitations Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT SENTIO INVESTMENTS AND ALL OF THE SENTIO ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, ADVISORY BOARD MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS (INCLUDING WITHOUT LIMITATION ANY BROKER DEALER ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM, YOUR USE OF THE WEB SITE) (COLLECTIVELY, "SENTIO PARTIES") SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES THAT ARISE OUT OF OR RELATE TO THE WEB SITE OR THESE TERMS AND CONDITIONS. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE SENTIO PARTIES FOR DAMAGES OF ANY TYPE, EXPENSES OR LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEB SITE EXCEED FIVE HUNDRED DOLLARS ($500). THE LIABILITY LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SENTIO INVESTMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH YOU ARE ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY NEGLIGENCE OF THE SENTIO PARTIES.
9. Links With Other Web Sites
You agree to defend, indemnify, and hold the Sentio Entities harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys' fees, arising out or relating to any and all third party claims, demands or allegations arising out of or relating to your use of the Web Site, including without limitation arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.
Sentio Investments may change the Terms and Conditions from time to time. Sentio Investments will require your assent to the revised Terms and Conditions. If you do not provide such an assent, such as through clicking the applicable "I Agree" button, among other methods, then your use of the Web Site will terminate in accordance with Section 14 below. Sentio Investments reserves the right to modify or temporarily discontinue your access to the Web Site or parts thereof, with or without notice to you. You agree that Sentio Investments shall not be liable to you or any third-party for any modification to the Web Site or your access to the Web Site.
12. Internet Access
To use the Web Site, you must at no cost to Sentio Investments: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; (b) provide all equipment necessary for you to make such connection to the World Wide Web, including without limitation a computer and modem or broadband Internet connection.
13. Information Relating To Securities
Certain of the information contained in the Web Site relates to Sentio Entities which have made, or may currently be making, public offerings of securities. The viewing of certain information contained in the Web Site related to Sentio Entities that are currently making public offerings of their securities is conditioned upon your acknowledgement that you have received a current prospectus relating to the offering or offerings. A copy of the current version of the prospectus for any Sentio Entity current making public offerings of its securities is available on the Web Site.
For those considering an investment in any Sentio Entity that is making a public offerings of its securities the Web Site must be read in conjunction with the applicable prospectus in order to fully understand all the implications and risks of the respective offering of the securities to which it relates. The Web Site is neither an offer to sell nor the solicitation of an offer to buy any security, which can be made only by the prospectus, filed or registered with appropriate state and federal regulatory agencies, and sold by broker/dealers authorized to do so. No regulatory agency has passed on or endorsed the merits of the offerings. Any representation to the contrary is unlawful. Consult the prospectus and subscription document for suitability standards in your state. You should consult your tax and/or your financial advisor for more information on how these products pertain to your particular investment strategy.
An investment in the securities of any Sentio Entity is subject to substantial risks. These risks include absence of a public market for these securities, lack of an operating history, absence of properties identified for acquisition, limited transferability and lack of liquidity, possibility of substantial delay before distributions are made, reliance on the fund's general partners or advisor, payment of significant fees to the general partners or advisor and their affiliates, potential conflicts of interest, and lack of diversification in property holdings until significant funds have been raised. An investment in the securities of a Sentio Entity is not suitable for all investors. Refer to the applicable prospectus for a more detailed discussion of risks.
NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE HAS PASSED ON OR ENDORSED THE MERITS OF ANY OFFERING OF SECURITIES BY SENTIO ENTITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
13. Forward looking information
The Web Site may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the certain issuers of securities, anticipated capital expenditures required to complete certain projects, amounts of anticipated cash distributions to investors in the future and certain other matters. Readers of the Web Site should be aware that there are various factors that could cause actual results to differ materially from any such forward-looking statements, which include changes in general economic conditions, changes in real estate conditions, construction costs which may exceed estimates, construction delays, increases in interest rates, lease-up risks, inability to obtain new tenants to fill vacant of vacated space, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow in excess of any reserves therefore.
The term ("Term") of these Terms and Conditions shall be until either you or Sentio Investments terminates your Web Site account, with or without cause at any time and effective immediately. Sentio Investments may additionally, in its sole discretion, immediately terminate these Terms and Conditions should you fail to adhere to these Terms and Conditions. You agree that the Sentio Entities shall not be liable to you or any third party for termination of these Terms and Conditions. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with the any part of the Web Site in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Web Site; and (2) notify Sentio Investments in writing of your termination of your agreement to these Terms and Conditions. Upon expiration of the Term or termination of these Terms and Conditions, your license rights to the Web Site immediately cease. Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 will survive and remain in full force and effect after termination.
You agree with Sentio Investments that any dispute arising in connection with these Terms and Conditions or the performance of any party under these Terms and Conditions or otherwise relating to these Terms and Conditions shall be shall be referred to binding arbitration in Orlando, Florida, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be selected by the two named arbitrators from the list of the current active members of the American Arbitration Association. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or any of the Sentio Entities shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.
16. Equitable Relief
You acknowledge that any use or threatened use of the Web Site or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to Sentio Investments and/or the other Sentio Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that Sentio Investments and the other Sentio Entities shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that Sentio Investments and the Sentio Entities shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1000 shall be sufficient. Nothing contained herein shall limit the right of Sentio Investments or any other Sentio Entity to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.
YOUR RIGHTS OR LICENSES TO THE WEB SITE PROVIDED UNDER THESE TERMS AND CONDITIONS ARE NOT TRANSFERABLE OR ASSIGNABLE, EITHER IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF SENTIO INVESTMENTS. SENTIO INVESTMENTS SHALL HAVE THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.
18. Copyright And Trade Names.
ALL OF THE INFORMATION ON THE WEB SITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF SENTIO INVESTMENTS, LLC, EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEB SITE IS THE EXCLUSIVE PROPERTY OF SENTIO INVESTMENTS, LLC AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEB SITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN ARE MODIFIED OR ALTERED IN ANY WAY.
The Web Site is Copyright © 2017 Sentio Investments, LLC. All rights reserved.
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, Sentio Investments, LLC designates an agent as described below, to receive notifications of claimed infringement:
Legal name and address of service provider:
Sentio Investments, LLC
189 South Orange Ave., Suite 1700
Orlando, FL 32801-3260
Name and Address of Designated Agent:
John Mark Ramsey
189 South Orange Ave., Suite 1700
Orlando, FL 32801-3260
Telephone, fax, and e-mail address of designated agent:
Telephone: (407) 999-7679
Fax: (407) 999-5210
The Web Site features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, Sentio Investments, LLC or other Sentio Entities. The Web Site may also include trademarks or service marks of third parties. All of these trademarks are the property of their owners and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. You also agree not to use, copy, modify or display any of these marks in any manner likely to cause confusion or in any manner that disparages or discredits any Sentio Entity. Without limitation the following are proprietary trade names of Sentio Entities owned by Sentio Investments, LLC: Sentio, Sentio Investments, Sentio Healthcare Properties.
Any notice required or allowed under these Terms and Conditions shall be deemed properly given and effective upon (a) (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is by telex, telegram or facsimile; (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address; or (b) if you have provided an email address, to you immediately upon transmittal of an email to such email address:
If to you:
Such notice will be sent to you based on the contact information you have submitted to Sentio Investments.
If to Sentio Investments:
189 South Orange Ave., Suite 1700
Orlando, FL 32801-3260
ATTENTION: Sharon Kaiser
FAX: (407) 999-5210
or at such other address as the parties may designate by notice given pursuant to this clause.
If for any reason a court of competent jurisdiction finds any provision or portion of the Terms and Conditions to be unenforceable, the remainder of the Terms and Conditions will continue in full force and effect.
21. Governing Law And Jurisdiction.
THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND SENTIO INVESTMENTS AND THE OTHER SENTIO ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 15 (Arbitration), you and Sentio Investments agree to submit to the non-exclusive jurisdiction of the courts located within the County of Orange, State of Florida, provided that any lawsuits or other claims brought by you must be brought exclusively within the County of Orange, State of Florida. You hereby consent and submit to the exclusive in personam jurisdiction of such courts, waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above.
The failure of Sentio Investments to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. Sentio Investments agrees to make the Web Site available hereunder as an independent contractor, and in no event shall the employees and/or agents of Sentio Investments or any of the other Sentio Entities be deemed your employees and/or agents.