Terms of Use

Part Two: Terms of Use

1. Acceptance of These Terms

These Terms of Use ("Terms") govern your access to and use of jbbem.com (the "Site") and any related content, materials, and services we provide through the Site. By accessing or using the Site, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not use the Site.

2. Who We Are

The Site is operated by JBB Equity Management, LLC ("JBBEM"), a Puerto Rico limited liability company with its principal office at PMB 402, 425 CARR 693, STE 1, Dorado, PR 00646.

3. Eligibility

You must be at least 18 years old to use the Site. By using the Site, you represent and warrant that you are 18 or older and have the legal capacity to enter into these Terms.

4. No Offer of Securities; Accredited Investors Only

The Site is for informational purposes only. Nothing on the Site constitutes, and nothing on the Site should be construed as:

•       an offer to sell, or a solicitation of an offer to buy, any security, investment, or interest in any fund, joint venture, partnership, or other entity;

•       investment, legal, tax, accounting, or other professional advice; or

•       a recommendation to buy, sell, or hold any investment.

Any offering of securities by JBBEM or its affiliates will be made only to qualified prospective investors pursuant to a confidential private placement memorandum, subscription agreement, operating agreement, or similar offering documents, and only in accordance with applicable federal and state securities laws. Any such offering will be limited to "accredited investors" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended, and conducted in reliance on Rule 506(c) or another applicable exemption from registration.

Investments in real estate and private securities involve substantial risk, including the risk of total loss of principal, illiquidity, lack of diversification, leverage, market and economic risk, and reliance on the skill of the sponsor. Past performance is not indicative of future results. Projected returns are estimates only and are not guaranteed. Before making any investment decision, you should consult your own legal, tax, and financial advisors and review all offering documents carefully.

Forward-looking statements on the Site, including projected returns, timelines, project descriptions, and market conditions, are based on assumptions that may prove incorrect. Actual results may differ materially.

5. No Financial, Legal, or Tax Advice

Content on the Site is general in nature and does not take into account your individual financial situation, objectives, or risk tolerance. We are not your investment adviser, broker-dealer, attorney, accountant, or fiduciary, and no information on the Site creates any such relationship. You are solely responsible for any decisions you make based on information from the Site.

6. Intellectual Property

All content on the Site, including text, graphics, logos, images, renderings, photographs, video, audio, design, and the selection and arrangement of that content, is owned by JBBEM, its affiliates, or its licensors, and is protected by United States and international copyright, trademark, and other intellectual property laws.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your personal, non-commercial use. You may not copy, reproduce, distribute, publish, modify, create derivative works of, publicly display, sell, license, or otherwise exploit any Site content without our prior written consent, except that you may print or download a reasonable number of pages for your personal reference.

"JBB Equity Management," "JBBEM," and any associated logos and trademarks are the property of JBBEM. Other names and marks are the property of their respective owners.

7. User Submissions

If you submit information, content, ideas, suggestions, or feedback through the Site or by email (collectively, "Submissions"), you grant JBBEM a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, sublicensable license to use, reproduce, modify, adapt, publish, and distribute the Submission for any lawful purpose. You represent that you own or have all necessary rights to your Submission and that it does not violate any third-party rights or applicable law.

We are not obligated to keep any Submission confidential, except to the extent required by our Privacy Policy or applicable law.

8. Acceptable Use

You agree not to:

•       use the Site for any unlawful purpose or in violation of these Terms;

•       impersonate any person or entity, or misrepresent your affiliation with any person or entity;

•       attempt to gain unauthorized access to the Site, related systems, or other users' information;

•       interfere with or disrupt the Site, including by introducing viruses, malware, or other harmful code;

•       scrape, harvest, or use automated means to extract data from the Site;

•       frame, mirror, or reverse-engineer any part of the Site; or

•       use the Site to send unsolicited communications or for any commercial purpose competitive with JBBEM.

10. Disclaimers

THE SITE AND ALL CONTENT, MATERIALS, AND INFORMATION ON IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, JBBEM AND ITS AFFILIATES, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

We make no representation that information on the Site is accurate, complete, current, or suitable for any particular purpose. Market data, financial projections, property descriptions, renderings, and timelines may change without notice.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL JBBEM OR ITS AFFILIATES, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR INVESTMENT, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SITE OR ANY CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In those jurisdictions, our liability is limited to the greatest extent permitted by law.

12. Indemnification

You agree to defend, indemnify, and hold harmless JBBEM, its affiliates, and their respective officers, members, managers, employees, agents, and licensors from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Site; (b) your violation of these Terms; (c) your violation of any third-party right; or (d) any Submission you provide.

13. Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights.

Agreement to arbitrate. Any dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, the Site, or your relationship with JBBEM (a "Dispute") will be resolved by binding individual arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (or, for claims under $250,000, its Streamlined Arbitration Rules), rather than in court, except that you may bring an individual claim in small claims court if it qualifies.

Venue and law. The arbitration will be seated in San Juan, Puerto Rico, and conducted in English. The arbitrator will apply the substantive law described in Section 14 below. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. YOU AND JBBEM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. The arbitrator may not consolidate claims of more than one person or preside over any form of representative or class proceeding. If this class action waiver is found unenforceable as to any claim, that claim will be severed and litigated in court, but the remainder of this arbitration agreement will remain in effect.

Opt-out. You may opt out of this arbitration agreement by sending written notice to [email protected] within 30 days of first accepting these Terms. The notice must include your name, address, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

Carve-outs. Either party may bring an action in court for injunctive or other equitable relief to protect intellectual property rights or to enforce confidentiality obligations.

14. Governing Law; Venue for Non-Arbitrable Matters

These Terms and any Dispute (other than a Dispute submitted to arbitration as described above) are governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflict-of-laws principles. For any Dispute not subject to arbitration, you and JBBEM submit to the exclusive jurisdiction of the courts located in San Juan, Puerto Rico, and waive any objection to venue in those courts.

15. Termination

We may suspend or terminate your access to the Site at any time, with or without notice, for any reason, including violation of these Terms. The provisions of these Terms that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, arbitration, and governing law) will survive.

16. Changes to These Terms

We may modify these Terms at any time by posting the revised version on the Site and updating the "Last Updated" date. Changes are effective when posted. Your continued use of the Site after changes take effect constitutes acceptance of the revised Terms.

17. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, natural disasters, fire, flood, hurricane, earthquake, war, terrorism, civil unrest, government action, epidemic or pandemic, labor disturbances, utility or telecommunications failures, or internet service disruptions.

18. Severability

If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be modified, severed from these Terms. The remaining provisions will continue in full force.

19. No Waiver

Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it later.

20. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms freely, including to an affiliate or in connection with a merger, acquisition, financing, or sale of assets.

21. Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and JBBEM concerning the Site and supersede all prior or contemporaneous understandings.

22. Contact

Questions about these Terms should be sent to:

JBB Equity Management, LLC PMB 402, 425 CARR 693, STE 1 Dorado, PR 00646 [email protected]