Gemini Real Estate Advisors, LLC – Terms and Conditions of Use

PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THE SERVICES DESCRIBED HEREIN. BY UTILIZING THE WEBSITE LOCATED AT WWW.GEMINI-RE.COM (“WEBSITE”), YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES AND YOU SHOULD NOT USE THIS WEBSITE.

GEMINI REAL ESTATE ADVISORS, LLC (TOGETHER WITH ITS SUBSIDIARIES AND AFFILIATES, "GEMINI") RESERVES THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS AT ANY TIME FOR ANY REASON. WE SUGGEST THAT YOU REVIEW THESE TERMS PERIODICALLY FOR CHANGES. YOU ACKNOWLEDGE THAT BY ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO THESE TERMS, YOU ARE AGREEING TO THESE TERMS AS MODIFIED.

Disclaimer

Nothing contained on this Web site constitutes tax or investment advice. Neither the information, nor any opinion, contained on this Web site constitutes a solicitation or offer by Gemini or its affiliates to buy or sell any financial product, nor shall any such product be offered or sold to any person in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction. Decisions based on information contained on this Web site are the sole responsibility of the visitor, and in exchange for using this Web site, the visitor agrees to hold Gemini harmless against any claims for damages arising from any decisions that the visitor makes based on such information.

The information provided on this Web site is provided "AS IS" and without warranties of any kind, either expressed or implied. To the fullest extent permissible pursuant to applicable law, Gemini disclaims all warranties, including, but not limited to, any warranty of non-infringement of third-party rights and any implied warranties of merchantability and fitness for a particular purpose. Gemini does not warrant, either expressly or impliedly, the accuracy or completeness of the information, text, graphics, links or other items contained on this Web site and Gemini expressly disclaims all liability for errors and omissions in these materials and for the use or interpretation by others of information contained on the Web site.

Forward-Looking Statements

Some public disclosures contained on this Web site contain forward-looking statements that reflect our then current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, those described in the “Risk Factors” section of the private placement memorandum. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Trademarks, Copyrights and other Intellectual Property

The content contained on this Web site is owned or licensed by Gemini and its third-party information providers and is protected by applicable copyrights, trademarks, service marks, and/or other intellectual property rights. Such content is solely for your personal, non-commercial use. Accordingly, you may not copy, distribute, modify, post, frame or deep link this Web site, including any text, graphics, video, audio, software code, user interface design or logos. You may download material displayed on this Web site for your personal use provided you also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content of this Web site for public or commercial purposes, including all text, images, audio, and video, without Gemini’s written permission. Modification or use of the materials for any other purpose violates Gemini’s intellectual property rights.

All trademarks, service marks, trade names, and logos displayed on this Web site are proprietary to Gemini and/or their respective owners. Nothing contained on this Web site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this Web site without the written permission of Gemini or such other third party that may own the trademark displayed on this Web site. Your use of the trademarks displayed on this Web site, except as provided herein, is strictly prohibited.

The use of the images displayed on this Web site by you, or anyone else authorized by you, is prohibited. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications, regulations and statutes. If you download any information from this Web site, you agree that you will not copy it or remove or obscure any copyright or other notices or legends contained in any such information.

Links to Other Web sites

Gemini may establish links between this Web site and one or more Web sites operated by third parties. Gemini has no control over any such other Web sites, the contents therein or the products/services offered. The existence of any such links shall not constitute an endorsement of, or representation or warranty by Gemini regarding, such Web sites, the contents of the Web sites, the products or services of the Web sites or the operators of the Web sites. Gemini disclaims responsibility for the privacy policies and customer information practices of third-party internet Web sites hyperlinked from our Web site.

Links to Gemini from Other Web sites

You shall not display hyperlinks on your Web sites to any Web site owned or operated by Gemini. If you desire to display on your Web site a hyperlink to a Gemini Web site, you must enter into a written agreement with Gemini governing such display. Access to any Gemini Web site does not authorize you to use any of Gemini’s names, logos, trademarks or copyrighted material, and you agree not to do so without Gemini’s express written consent. Requests to display hyperlinks on your Web sites to Gemini Web sites should be e-mailed to mkim@gemini-re.com

Transmissions to and from this Web site

Electronic communications can be intercepted by third parties and, accordingly, transmissions to and from this Web site may not be secure. Communications to Gemini, particularly those containing confidential information, may be sent by mail to: Gemini Real Estate Advisors, LLC, 200 Park Avenue South, Suite 1305, New York, NY 10003, Attn: Investor Relations. Gemini shall be free to use, for any purpose, any ideas, concepts, know-how, or techniques provided by a Web site user to Gemini through this Web site. You acknowledge and agree that Gemini has granted you limited access to the specific files pertaining to a Gemini Program (“Approved Files”), and you agree not to attempt to access computer files other than the Approved Files.

Jurisdiction and Governing Law

The information provided on this Web site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Gemini or its affiliates to any registration requirement within such jurisdiction or country.

The laws of the State of New York govern these Terms. If you take legal action relating to these Terms, you agree to file such action only in the New York State Supreme Court located in New York, NY, or the United States District Court for the Southern District of New York, and you consent and submit to the personal jurisdiction of those courts for the purpose of litigating any action with Gemini.

Limitation of Liability

GEMINI WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THIS WEBSITE). THIS IS TRUE EVEN IF GEMINI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Timeliness of Content

All content on this Web site is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.

Prohibited Uses

Except as otherwise stated in these Terms or as expressly authorized by Gemini in writing, you may not:

Password Security and Notification

Certain parts of the Web site are protected by passwords or require a login. You may not obtain unauthorized access to such parts of the Web site, or to any other protected materials or information, through any means not intentionally made available by Gemini for your specific use. If you have a password for access to non-public areas of the Web site, you are solely responsible for all activities that occur in connection with your password. Accordingly, you should take steps to protect the confidentiality of your password. Notify Gemini immediately if you become aware of any disclosure, loss, theft or unauthorized use of your password.

Termination

Gemini may terminate your access to the Web site for any reason, without prior notice.

Waiver

No waiver by Gemini of any right under or term or provision of these Terms will be deemed a waiver of any other right, term, or provision of these Terms at that time or a waiver of that or any other right, term, or provision of these Terms at any other time.

Integration and Severability

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions.

The preceding Terms of use represent the entire agreement between Gemini and the user relating to the subject matter herein.