Terms of Use

Last updated March 2015

THESE ARE THE TERMS OF USE ("TERMS OF USE") FOR THE WEBSITE LOCATED AT www.steel-castle.com (THE "SITE") MADE AVAILABLE BY STEEL CASTLE CAPITAL LLC AND ITS AFFILIATES (COLLECTIVELY, "STEEL CASTLE", "WE", "US"). THESE TERMS OF USE GOVERNS YOUR USE AND ACCESS OF THIS SITE. BY ACCESSING OR USING THIS SITE, YOU ACKNOWLEDGE YOUR UNDERSTANDING THAT THESE TERMS OF USE CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND US.

WE ALSO INCLUDE OUR ONLINE PRIVACY POLICY ("PRIVACY POLICY") TO INFORM YOU ABOUT HOW WE USE PERSONAL INFORMATION THAT YOU MAY PROVIDE TO US VIA THIS SITE. IT IS A PART OF OUR TERMS OF USE AND ALSO A BINDING AGREEMENT BETWEEN YOU AND US. PLEASE READ THESE TERMS OF USE AND OUR PRIVACY POLICY CAREFULLY BEFORE USING THIS SITE.

PLEASE READ THESE TERMS AND CONDITIONS OF USE, INCLUDING OUR PRIVACY POLICY, CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE THESE TERMS OF USE, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS, INCLUDING OUR PRIVACY POLICY, DO NOT USE THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, INCLUDING OUR PRIVACY POLICY, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

TERMS OF USE:


NOT AN OFFER OF ADVISORY SERVICES OR SECURITIES

This Site is limited to the dissemination of general information about the philosophy and services provided by Steel Castle. This Site and the information contained herein do not constitute and should not be construed as an offering of (i) advisory services or (ii) an offer to sell, or solicitation to buy, any securities or other financial instruments in any jurisdiction in which such offer or solicitation, purchase or sale would be unlawful under the securities, insurance or other laws of such jurisdiction. Responses to any inquiry which may involve rendering of personalized investment advice for compensation or effecting or attempting to effect transactions in securities will not be made absent compliance with all applicable broker-dealer and investment advisor registration requirements or applicable exemptions or exclusions from such requirements.

NO RELIANCE

Statements made in this Site may include forward-looking statements relating to Steel Castle's business and financial outlook, which are based on Steel Castle's current expectations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and Steel Castle undertakes no obligation to update any such statement to reflect new information, the occurrence of future events or circumstances or otherwise. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Included among these factors are changes in general economic conditions, including changes in the economic conditions affecting the real estate industry (such as changes affecting tenant competitiveness, changes influencing market rents, increasing demands for tenant services, changes in interest rates, changes in operating costs, changes in laws and regulations, environmental contamination events, the occurrence of uninsured or underinsured casualty and changes in the labor environment).

INVESTMENT RISK

Steel Castle makes no representation, and it should not be assumed, that past investment performance is an indication of future results. Moreover, wherever there is the potential for profit there is also the possibility of loss. Certain of Steel Castle's strategies involve investments that are illiquid, are subject to a substantial risk of loss and are not suitable for many investors.

LINKS TO THIRD PARTY WEB SITES

Steel Castle does not control and is, therefore, not responsible for the content of any non-Steel Castle website which you may gain access to through this Site. Links to non-Steel Castle web sites are provided only as a convenience and do not imply that Steel Castle endorses, verifies, monitors, or accepts any responsibility for the content of any such website.

NO TAX, INVESTMENT OR LEGAL ADVICE

All content presented on this Site is solely for informational and promotional purposes. Steel Castle does not intend to offer tax, investment or legal advice of any kind. All users of this Site are expressly advised to consult with their own tax, investment and/or legal professionals prior to making any investment or purchase decision. YOUR USE OF THIS SITE CONSTITUTES YOUR ACCEPTANCE AND AGREEMENT THAT YOU SHALL NOT RELY ON ANY CONTENT PRESENTED ON THIS SITE TO MAKE ANY INVESTMENT OR PURCHASE DECISION. Steel Castle does not advise on the tax consequences of any investment.

LOGIN I.D. AND PASSWORDS

Access to specific areas of this Site requires the usage of a login identification ("Login I.D.") and associated password and the content of such areas are subject to confidentiality. By entering those specific areas of this Site you are agreeing to be bound by the confidentiality provisions of the respective documents contained therein or by the provisions of any confidentiality agreement you and/or your affiliates have separately entered into with Steel Castle. If you have a Login I.D. and password, you are responsible for the activities which occur in connection with their usage and as such should take steps to protect them from misuse. If you become aware of any unauthorized use of, loss or theft of your Login I.D. and password, immediately inform a representative of Steel Castle. Without limiting the generality of any other disclaimers in these terms and conditions, Steel Castle is not responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions regarding maintaining the security and confidentiality of your Login I.D. and password.

PRIVACY

Steel Castle takes your privacy seriously. Your use of this Site constitutes the acceptance of Steel Castle's Privacy Policy, which is incorporated by reference into these Terms of Use. Please read our Privacy Policy, which explains how we handle personal data that you send to this Site, if any. Note that any third party web sites linked to this Site have their own privacy policies, which may or may not differ from our Privacy Policy. You are responsible for reviewing the privacy policies of these web sites to determine if these privacy policies are acceptable to you.

Steel Castle reserves the right to change its Privacy Policy without prior notice. You are responsible for periodically reviewing our Privacy Policy. Your continued use of this Site will be deemed an acceptance of the Privacy Policy then in effect.

LIMITATION OF LIABILITY

While Steel Castle uses reasonable efforts to include accurate and up-to-date information on this Site, errors or omissions sometimes occur. The material on this Site is provided "AS IS" and "AS AVAILABLE" and Steel Castle makes no warranties or representations as to the accuracy of this Site. This Site may include dated or inaccurate information and may contain technical inaccuracies. Steel Castle makes no commitment to, and specifically disclaims any duty to, update or correct any such information. Under no circumstances shall Steel Castle nor any party involved in creating, producing, or delivering this Site be liable for any direct, incidental, consequential, indirect, or punitive damages that result from the use of, or the inability to use, the materials on this Site, even if a Steel Castle authorized representative has been advised of the possibility of such damages. Steel Castle's sole liability hereunder shall never exceed $100.00. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Your use of this Site is at your own risk, and it is your responsibility to take precautions to ensure that the pages and other materials are free from viruses, worms, Trojan horses, time bombs or other items of a destructive nature (collectively, "Viruses"). This Site may not be compatible with the web browser or other software you use. Steel Castle also assumes no responsibility and shall not be liable for any damages to, or Viruses that may infect, your computer equipment or other property on account of your access to, use of or browsing in this Site or your downloading of any materials, data, text, images, video or audio from this Site.

RESTRICTIONS ON USE OF MATERIALS

The material on this Site is protected by U.S. and international copyright laws and treaties. Except as otherwise permitted by Steel Castle, no materials from www.steel-castle.com or any other web site owned, operated, licensed or controlled by Steel Castle may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. You may download one copy of any material displayed on this Site for non-commercial, personal use only, provided that you (a) do not modify or alter the material in any way or delete or change any copyright or trademark notice, and (b) retain all copyright and other proprietary notices contained on the materials. This is a license grant and does not constitute any transfer of ownership. This license is non-transferable and may be terminated or revoked at any time in Steel Castle's sole discretion. You may not distribute, modify, transmit, reuse, report or use the content of this Site for public or commercial purposes, including the text, images, audio and video, without Steel Castle's prior written permission. Steel Castle reserves the right to restrict framing of this Site, and you agree to promptly cease and discontinue any framing of all or any portion of this Site upon your receipt of a written request from Steel Castle.

Names and logos identifying Steel Castle, its subsidiaries and/or affiliates are trademarks of Steel Castle.

NO WAIVER

If Steel Castle, in its sole discretion, determines that a violation of the Terms of Use has occurred, Steel Castle may pursue any of its legal remedies. However, the failure of Steel Castle to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Additionally, no delay by Steel Castle to enforce any of these Terms of Use or Privacy Policy provisions shall constitute a waiver of any of our rights hereunder. Neither the receipt of any funds by Steel Castle nor the reliance of any person on our actions shall be deemed to constitute a waiver of any part of these Terms of Use or Privacy Policy. Only a specific, written waiver signed by an authorized representative of Steel Castle shall have any legal effect. Additionally, no waiver by Steel Castle of any right under or term or provision of these Terms of Use will be deemed a waiver of any other right, term or provision of these Terms of Use at that time or a waiver of any other right, term or provision of these Terms of Use at any other time.

INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Steel Castle and its affiliates, subsidiaries and agents, as well as their respective partners, members, shareholders, officers, directors, managers and employees, from and against any and all claims, actions, demands, liabilities, costs and expenses, including without limitation reasonable attorneys' fees, resulting from your use of this Site in a manner that violates or is alleged to violate these Terms of Use, any applicable law, or any warranty you provide herein, or otherwise arising in any way out of your use of this Site. Steel Castle reserves the right to take exclusive control and defense of any such claim otherwise subject to indemnification by you, in which event you will cooperate fully with Steel Castle in asserting any available defenses.

NON-PROPRIETARY TREATMENT OF INFORMATION PROVIDED

Any communication you make with Steel Castle via this Site will be treated as non-proprietary. Steel Castle is free to use any idea, concept, or invention created by you and transmitted to Steel Castle via this Site notwithstanding any limiting language you may use when transmitting such information. If you do not want Steel Castle to use your idea unless it pays you a fee, or agrees to other terms, do not transmit it to Steel Castle via this Site.

VOID WHERE PROHIBITED BY LAW

This Site may contain advertising not intended for residents of any jurisdiction where such advertising is not permitted by law. Any content of this Site that might constitute a violation of law is void.

GOVERNING LAW AND CONSENT TO JURISDICTION

These Terms of Use shall be governed by and construed in accordance with the laws of the state of California applicable to agreements made and to be performed wholly within such state. You agree that any dispute or action at law or inequity arising out of or relating to these Terms of Use or your use of this Site shall be commenced only in the state or federal courts located in Orange County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of any such dispute or action.

INTEGRATION AND SEVERABILITY

If any provision of these Terms of Use is found to be invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. These Terms of Use represent and constitute the entire agreement between Steel Castle and you relating the subject matter discussed herein.

TIME FOR FILING ANY CLAIM

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site, these Terms of Use or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.

TERMINATION

These Terms of Use are effective until terminated by Steel Castle. However, you may terminate the Terms of Use at any time by destroying all information and materials obtained by you or on your behalf from this Site and all associated documentation, copies, and installations whether made under these Terms of Use or otherwise; provided, however, such termination by you will not be effective until Steel Castle, in its sole discretion, determines that you complied with the terms or conditions stated herein. Upon termination of these Terms of Use you must destroy all information and materials obtained by you or on your behalf from this Site and all associated documentation, copies, and installation whether made under these Terms of Use or otherwise.

MISCELLANEOUS

These Terms of Use contain the entire agreement between us relating to the subject matter hereof, and supersede any prior understanding or agreements. By using this Site, you signify your acceptance of our Terms of Use, including our Privacy Policy. We reserve the right, at our discretion, to change, modify, add or remove portions from this Privacy Policy at any time, so visitors are encouraged to review these Terms of Use, including our Privacy Policy, from time to time. Your continued use of our Site following the posting of changes to these terms means you accept these changes.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

Steel Castle intends to provide the best possible experience for users of our Site. If you observe material or behavior that may violate one of the Steel Castle's Terms of Use, including without limitation material that you believe may be infringing another's rights, please contact: Web Master, Steel Castle Capital LLC, 2400 E. Katella Ave., Suite 370, Anaheim, California 92806.