Terms and Conditions

Last Updated March 28, 2024

Welcome! These Terms and Conditions (“Terms”) apply to the Strategic Property Associates (SPA) and Strategic Asset Services (SAS) website located at www.strategicproperty.com and all other sites, services, and tools where these Terms appear or are linked (collectively, the “Site”) and govern your access to and use of the Site and the services we offer (the “Services”). As used in these Terms, “us”, or “we” refers to Strategic Property Associates (SPA) and Strategic Asset Services (SAS) and our subsidiaries and affiliates. By accessing or using the Site or Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you may not access or use the Site or Services.

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

These Terms and Conditions may NOT be altered, supplemented, or amended by any other document(s), except as otherwise noted. Any attempt to alter, supplement or amend this document or to enter an order for product(s) or services that are subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both parties.

The site is not intended for use by those under 18 years of age. You must be at least 18 years old to access or use the Site or Services. By accessing or using the Site or Services, you represent and warrant that you are at least 18 years old and of legal capacity to enter into these Terms.

USER REGISTRATION

Certain features of the Site may require you to create an account (“Account”). With respect to any such Account, we may refuse to grant you the username you request. Your username and password are for your personal use only. If you use the Site, you are responsible for maintaining the confidentiality of your Account, including your 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 addition to all other rights available to us, including those set forth in these Terms, we reserve the right, in our sole discretion, to terminate your account, refuse service to you, or cancel your orders.

INFORMATION ABOUT YOU AND YOUR VISITS TO THE WEBSITE

All information we collect on this Website is subject to our Privacy Policy. By using the Site, you consent to our handling your information in compliance with the Privacy Policy.

DISCLAIMERS OF WARRANTIES

We cannot, and do not, represent or warrant that the Site or its server will be error-free, uninterrupted, free from unauthorized access (including third-party hackers or denial of service attacks), or otherwise meet your requirements. We disclaim all responsibility to notify you of any discovered or suspected web, site or other intrusion or expropriation. Notification, if any, will be in our sole and absolute discretion.

THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS, SERVICES, AND USER CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITE (COLLECTIVELY, THE “SITE CONTENTS”) ARE PROVIDED BY US ON AN “AS IS,” “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION OR WARRATY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE ACCURACY OR COMPLETENESS OF THE SITE CONTENTS, OR THAT EMAILS SENT FROM US ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR THE SITE CONTENTS INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMITTED BY LAW, WE DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SITE OR SERVICES SOLD THROUGH THE SITE AND THE CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

On the Site, we may display names, marks, products, advertisements, or services of third parties, pop-up texts, or links to third-party sites. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY ADVERTISEMENT DISPLAYED ON THE SITE, ANY PRODUCTS, SERVICES, OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, ANY LINKED THIRD-PARTY SITE, OR ANY LINK CONTAINED ON THE SITE. If you decide to link to any such third-party sites, you do so at your own risk. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, OUR LIABILITY TO ANY USER OF A SERVICE OR THIS SITE SHALL BE LIMITED TO THE AMOUNT WE ACTUALLY RECEIVED FROM THE PURCHASER FOR THE ITEM IN QUESTION.

Indemnification

You agree to indemnify and hold us and, our officers, directors, employees, agents, and licensors harmless from and against any and all claims, losses, expenses, liabilities, damages, and costs, including reasonable attorneys’ fees, arising out of or relating to your use of the Site or Services or your violation of these Terms.

USE OF THIS WEBSITE IS GOVERNED BY THESE TERMS AND CONDITIONS

Any person or entity who interacts with the Site through the use of crawlers, robots, browsers, data mining or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party, is considered to be using the Site. If at any time you do not accept all of these Terms, you should immediately stop using the Site. Certain areas within the Site may be governed by additional terms (“Additional Terms”). By using those areas of the Site, you agree to the Additional Terms. The Additional Terms are incorporated into these Terms, and any reference to these Terms includes the Additional Terms.

ONSITE CONTENT

All content included on the Site, such as text, graphics, logos, images, audio clips, video, data, music, software, and other material (“Content”) is owned or the licensed property of us or our suppliers or licensors and is protected by copyright, trademark, patent, or other proprietary rights. The collection, arrangement, and assembly of all Content on the Site are our exclusive property and protected by U.S. and international copyright laws. We and our suppliers and licensors expressly reserve all intellectual property rights in all Content.

LIMITED ACCESS

We grant you a limited license to access and make personal use of the Site and the Content for NONCOMMERCIAL PURPOSES ONLY and only to the extent such use does not violate these Terms including, without limitation, the prohibitions listed in these Terms. You may download, print, and copy Content for personal, non-commercial purposes only, provided you do not modify or alter the Content in any way, delete or change any copyright or trademark notice, or violate these Terms in any way. Accessing, downloading, printing, posting, storing, or otherwise using the Site or any of the Content for any commercial purpose, whether on behalf of yourself or on behalf of any third party, constitutes a material breach of these Terms.

UNLAWFUL/PROHIBITED USES

The Site may only be used for lawful purposes in accordance with these Terms. As a condition of your use of this Site, you warrant us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. Whether on behalf of yourself or on behalf of any third party, YOU MAY NOT:

• make any commercial use of the Site or its Content, including making any collection or use of any product listings, descriptions, prices, or images without our consent;
• download, copy, or transmit any Content for the benefit of any other individual;
• use or attempt to use any engine, software, tool, agent, data, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Site other than those provided by us or generally publicly available browsers;
• frame, mirror, or use framing techniques on any part of the Site without our express prior written consent;
• make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by systematically downloading or storing Site content, or otherwise scrape, collect, store, or use any Content, product listings, descriptions, prices, or images, except pursuant to the limited license granted by these Terms;
• use any meta tags or any other hidden text utilizing our name or marks;
• misrepresent the identity of a user, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Site, or express or imply that we endorse any statement you make;
• use a buying agent to conduct transactions on the Site;
• conduct fraudulent activities on the Site;
• interfere with or disrupt the Site or Services;
• violate any applicable laws or regulations;
• infringe on the intellectual property rights of others;
• transmit any harmful or malicious code;
• harass, abuse, or invade the privacy of others;
• violate or attempt to violate the security of the Site;
• send unsolicited or unauthorized email on our behalf, including promotions and/or advertising of products or Services;
• harvest or collect personally identifiable information about other users of the Site;
• restrict or inhibit any other person from using the Site (including, without limitation, by hacking or defacing any portion of the Site);
• reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes any portion of, use of, or access to the Site;
• modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site; or
• remove any copyright, trademark, or other proprietary rights notice from the Site or Content.

CHANGES AND TERMINATION

We may at any time, without notice: (i) modify or discontinue any part of the Site; (ii) charge, modify or waive fees required to use the Site; or (iii) offer opportunities to some or all Site users. We reserve the right to make changes to these Terms at any time, and such changes will be effective immediately upon being posted on the Site. Each time you use the Site, you should review the current Terms. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Your continued use of the Site will indicate your acceptance of the current Terms; however, any material change to these Terms after your last usage of the Site will not be applied retroactively. Except for such material changes, the Terms that were in effect at the time any claim or dispute arose between you and us will be applied.

We reserve the right, without notice and in our sole discretion, to terminate your account or your use of the Site and to block or prevent future access to and use of the Site (i) if you violate any of these Terms, (ii) for any other reason, or (iii) for no reason. Upon any such termination, your right to use the Site will immediately cease.

You agree that we shall not be liable to you or any third party for any termination of your access to the Site. Upon termination, all provisions of these Terms which are by their nature intended to survive termination, all representations and warranties, all limitations of liability, and all indemnities shall survive such termination.

LINKS TO THIRD-PARTIES’ WEBSITES

The Site may contain links and interactive functionality interacting with the websites of third parties, including, without limitation, social sites, and other sites. We are not responsible for and have no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such website. Before enabling any sharing functions of the Site to communicate with any such website or otherwise visiting any such website, we strongly recommend that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party website. The links and interactive functionality for third-party sites on the Site do not constitute an endorsement by us of such third-party sites. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR USE OF THIRD-PARTY WEBSITES AND RESOURCES IS AT YOUR OWN RISK.

DMCA NOTICE–COPYRIGHT INFRINGEMENT

Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the Site can be identified and removed via our process listed below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the written information specified below. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. We do not and will not make any legal decisions about the validity of your claim of infringement or the possible defenses to a claim. When a clear and valid notice is received pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing content or blocking access to it. We may contact the notice provider to request additional information. Under the DMCA, we are required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification. Notices and counter-notices are legal notices distinct from regular Site activities or communications. We may publish or share them with third parties in our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request). Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys’ fees. Any person who is unsure of whether certain material infringes a copyright held by such person or a third party should contact an attorney. To file a DMCA notice, the copyright owner must send in a written letter by fax, regular mail, or email only. We reserve the right to ignore a notice that is not in compliance with the DMCA, and we may, but are not obligated to, respond to a non-compliant notice.

A DMCA notice must:

• Identify specifically the copyrighted work(s) believed to have been infringed (for example, “My copyrighted work is the picture that appears at [list location where material is located].”);
• Identify the Content that a copyright owner claim is infringing upon copyrighted work. The copyright owner must provide information reasonably sufficient to enable us to locate the item on the Site. The copyright owner should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
• Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email (if available);
• If available, provide information sufficient to permit us to notify the Alleged Infringer (email address preferred);
• Include the following statement: “I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
• Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”;
• Be signed; and
• Be sent to our DMCA designated agent at the following address: spa@strategicproperty.com, sas@strategicproperty.com or by calling us at 949-713-5000, 949-713-5040.

JURISDICTION/VENUE

The Site is controlled and operated by us in the United States, and is not intended to subject us to the laws or jurisdiction of any state, country or territory other than that of the United States. We do not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL WE, OR OUR PARENT COMPANIESS OR SUBSIDIARIES, OR THEIR EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, OR ATTORNEYS BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SITE OR ANY PRODUCT ASSOCIATED WITH THE SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EACH PROVISION OF THESE TERMS AND CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S). IF YOU ARE DISSATISFIED WITH THE SITE, ANY CONTENT ON THE SITE, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE RIGHTS ADDITIONAL TO THOSE CONTAINED HEREIN.

If the foregoing limitation of liability is held to be unenforceable, our maximum liability to you shall not exceed the amount paid by you for the products or Services you have ordered through the Site.

NOTICES

Except as explicitly stated otherwise, you consent to receive notices and other communications by us posting notices on the Site, sending you an email at the email address listed in your profile in your account, or mailing a notice to you at your billing address listed in your profile in your Account. You agree that all agreements, notices, disclosures, and other communications that we provide to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing. Notice shall be deemed given (i) 24 hours after the notice is posted on the Site or an electronic message is sent, unless the sending party is notified that the message did not reach the recipient, or (ii) in the case of mailing, three days after the date of mailing. You agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

FILTERING

Pursuant To 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections or similar services is available on the following websites: (i) GetNetWise; (ii) OnGuard Online; (iii) ParentsWare. Please note that we do not endorse any of the products or services listed at such websites.

NOTICE FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Site, please send an email by clicking here. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

DISPUTES

YOU AGREE THAT ALL MATTERS RELATING TO YOUR ACCESS TO OR USE OF THE SITE AND ALL MATTERS ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, WITHOUT REGARD TO CALIFORNIA’S CHOICE OF LAW PRINCIPLES AND NOT BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU FURTHERMORE AGREE THAT THE EXCLUSIVE FORUM AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF OR RELATED TO THESE TERMS SHALL BE IN THE COURTS OF THE STATE OF CALIFORNIA LOCATED IN FRANKLIN COUNTY CALIFORNIA, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. THE MAKING OF CLAIMS OR RESOLUTION OF DISPUTES PURSUANT TO THIS AGREEMENT SHALL BE IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THESE TERMS WILL BE RESOLVED INDIVIDUALLY IN THE FORUM DESIGNATED IN THIS SECTION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; AND (2) ANY AND ALL CLAIMS, JUDGMENTS, AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE. TO THE EXTENT PERMITTED BY LAW (INCLUDING ANY LAW HEREINAFTER IN EFFECT), YOU HEREBY VOLUNTARILY, KNOWINGLY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE (INCLUDING BY WAY OF A JURY TRIAL) IN RESOLVING ANY DISPUTE OR LITIGATION (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR ANY PRODUCT OR SERVICE RELATING THERETO.

The foregoing notwithstanding, you agree that we, at our sole discretion, may require you to submit any disputes directly or indirectly arising out of or relating these Terms exclusively to final and binding arbitration taking place in Columbus, California under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with such Rules. Notwithstanding such Rules, however, any proceeding shall be governed by the law of the state of California, U.S.A. Any award in any arbitration initiated hereunder shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.

Any cause of action or claim you may have directly or indirectly arising out of or relating to these Terms, or the Site must be commenced within one (1) year after the claim or cause of action arises.

MISCELLANEOUS

These Terms, including policies and information linked from or incorporated herein, constitute the entire agreement between the parties with respect to the Site and supersede all prior or contemporaneous communications, agreements, and proposals with respect to the Site. No provision of these Terms shall be waived except pursuant to a writing executed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy under these Terms shall operate as a waiver or estoppel of any right, remedy, or condition. If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without our express prior written consent. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. These Terms shall not be strictly interpreted against the drafting party.

CONTACT US

If you have any concerns about us or your use of the Site, please contact us with a detailed description, and we will try to resolve it. You can contact us by clicking here.