United Development Funding Income Fund V (“we,” “us” or “our”) makes this website, located at www.UDFIncomeFundV.com (the “Website”) and governed by these Website Terms and Conditions (“Terms and Conditions”), available to you for your information purposes as well as for background for our products and services and those of our subsidiaries, affiliates and affiliated funds (collectively with us, the “UDF Entities”).
We may change these Terms and Conditions from time to time. Your continued use of the Website means that you agree to be bound by these Terms and Conditions, as amended from time to time. If you do not agree to be so bound by these Terms and Conditions, you should cease using the Website immediately. Your continued use of the Website also means that you represent and warrant that you are able to enter into legally binding contracts and that you are authorized by your principals, if any, to (i) use the Website; and (ii) to agree to these Terms and Conditions as a legally binding contract on behalf of you and your company (or legal entities, as applicable). For purposes of the Terms and Conditions, the term “Website” includes without limitation those parts of the Website that you can access based on your account with the Website, if any, including without limitation the publicly available content, materials and information, and any portion thereof, and any other information or materials that may be available to you if you have created an account with the Website (collectively, “Content”).
1. Securities Law and Offerings.
Please consult your tax and/or your financial advisor for more information on how the investments featured on the Website (collectively, the “Products”) pertain to your particular investment strategy.
This Website may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including discussion and analysis of the financial condition of 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 this Website 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, the real estate markets and the credit market, increases in development costs that may exceed estimates; development delays; increases in interest rates, residential lot take down or purchase rates; our borrowers’ inability to sell residential lots; potential need to fund development costs not completed by the initial borrower or other capital expenditures out of operating cash flows; economic fluctuations in Texas, where our investments are geographically concentrated; retention of our senior management team; changes in property taxes; legislative and regulatory changes, including changes to laws governing the taxation of REITs; the availability of capital and financing; and restrictive covenants in our credit facilities.
2. Not an Offer to Sell Securities.
The Content on this Website does not constitute an offer to sell, nor does it constitute a solicitation of an offer to buy, any Product, including any securities, described herein. You should not rely on any Content contained herein, and all decisions based on Content contained in the Website are your sole responsibility.
You should purchase our securities only if you can afford a complete loss of your investment. An investment in any Product, including our securities, is subject to significant risks that are described in more detail in the “Risk Factors” section of our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission and available at www.sec.gov.
4. License to the Content.
Subject to your compliance with these Terms and Conditions, we hereby grant you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Website solely to use and display the Content for your informational, non-commercial purposes 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 UDF Entities or any Products. Any other use of the Content or the Website is expressly prohibited. All other rights in the Content and the Website are reserved by us and our licensors. We reserve all rights in the Website, and you agree that these Terms and Conditions do not grant you any rights in or licenses to the Website, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Website, or in any other way exploit any of the Content or any other part of the Website or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without our express prior written permission. Without limiting the foregoing, you will not frame or display the Website (or any part of the Website) as part of any website or any other work of authorship without our express prior written permission.
5. Products and Services.
The Content regarding the UDF Entities and the Products provided on the Website may change at any time and without notice. In addition, eligibility or suitability requirements may apply for access to this Content or any transaction with or regarding the UDF Entities and they may not be available in all geographic areas.
6. Website Registration.
To access certain features or areas of this Website, you may be required to provide personal and/or demographic information as part of a website registration or log-in process.
You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up-to-date (including your contact information, so that we can reliably contact you). The information you submit must describe you (not another person or entity), and you may not sell, share or otherwise transfer your account information.
You are responsible for all activity occurring when the Website is accessed through your account, whether authorized by you or not. Therefore, if you create an account, be sure to protect the confidentiality of your account password. We are not liable for any loss or damage arising from your failure to protect your password or account information.
7. Website Restrictions.
As a condition of your use of the Website, you represent and warrant that you will not use the Website and any Content 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 Website. You will abide by all applicable federal, state, local and international laws and regulations and you will be solely responsible and liable for all of your acts or omissions that occur while you use the Website and all Content contained therein. You will not use the Website to: (a) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as 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 Website that contains viruses, malware, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (d) interfere with or disrupt the Website networks or servers; (e) harvest or otherwise collect information from the Website about others, including without limitation email addresses, without proper consent; (f) use the account, login identification, or password of another party to access the Website or any part thereof; (g) otherwise attempt to gain unauthorized access to the Website, other accounts, computer systems or networks connected to the Website, through password mining or any other means; or (h) interfere with another individual’s or entity’s use or enjoyment of the Website.
We have no obligation to monitor your use of the Website or retain the content of any of your sessions on the Website. By transmitting information through the Website, 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. We reserve the right at all times to monitor, review, retain and/or disclose any information regarding your use of the Website as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.
8. Disclaimer of Warranties.
THIS WEBSITE AND ITS CONTENT ARE PROVIDED FOR INFORMATIONAL PURPOSES. WE PROVIDE THIS WEBSITE AND CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT). THIS MEANS THAT WE MAKE NO PROMISES THAT: (A) THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME; (B) THE WEBSITE WILL MEET ANY PARTICULAR REQUIREMENTS OR PROVIDE ANY PARTICULAR RESULTS; (C) THE CONTENT ON THE WEBSITE WILL BE ACCURATE OR UP-TO-DATE; (D) THE WEBSITE OR THE INFORMATION TRANSMITTED TO OR FROM IT OR STORED ON IT WILL BE SECURE FROM UNAUTHORIZED ACCESS; (E) THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (F) ANY DEFECTS WILL BE CORRECTED.
YOU AGREE THAT USE OF THIS WEBSITE IS AT YOUR OWN RISK. ALTHOUGH WE TRY TO ENSURE THAT THE CONTENT POSTED ON THIS WEBSITE IS ACCURATE AND UP-TO-DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE CONTENT AT ANY TIME. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE CONTENT AVAILABLE ON THIS WEBSITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE CONTENT PROVIDED ON THIS WEBSITE. NO ADVICE, RESULTS OR CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THESE DISCLAIMERS APPLY TO US AND OUR AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THE WEBSITE, AND ANY OF THEIR EMPLOYEES AND AGENTS.
9. Limitations of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT UNITED DEVELOPMENT FUNDING INCOME FUND V AND ALL OF THE OTHER UDF ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, ADVISORS, EMPLOYEES, CONTRACTORS, AGENTS AND AFFILIATES (INCLUDING WITHOUT LIMITATION ANY BROKER DEALER ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM, YOUR USE OF THE WEBSITE) (COLLECTIVELY, “UDF 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 WEBSITE OR THESE TERMS AND CONDITIONS. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE UDF 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 WEBSITE 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 THE UDF PARTY BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH, YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY NEGLIGENCE OF THE UDF PARTIES.
10. Links to Other Websites.
We may provide links to other websites or resources of third parties (“Linked Sites”). These Linked Sites are provided solely for your convenience. You acknowledge and agree that we have no control over and are not responsible for the Linked Sites or your use thereof. Our reference to or inclusion of any Linked Sites or other third party products or services does not imply our recommendation, approval, affiliation, endorsement or sponsorship of such third party product or service or Linked Site. You agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to your use of any Linked Sites, including without limitation, content, property, goods or services available on the Linked Sites. Links to the Website are not permitted without our express prior written permission.
You agree to defend, indemnify, and hold the UDF Parties harmless from and against any and all damages, costs and expenses, including without limitation reasonable attorneys’ fees, arising out or relating to your use of the Website and the Content and your violation of the Terms and Conditions, any applicable laws, or any other rights of a third party.
12. Internet Access.
To use the Website, you must at no cost to us: (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.
We reserve the right to modify or discontinue your access to the Website or parts thereof, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification to the Website or your access, or lack of access, to the Website.
You agree with us 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 referred to binding arbitration in Dallas, Texas, 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 UDF 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.
15. Equitable Relief.
You acknowledge that any use or threatened use of the Website or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to us and/or the other UDF Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that we and the other UDF 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 we and the other UDF 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 $1,000 shall be sufficient. Nothing contained herein shall limit our right or the right of any of the other UDF Entity to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.
YOU WILL NOT ASSIGN, INCLUDING, WITHOUT LIMITATION, BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THE WEBSITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART, WITHOUT OUR PRIOR WRITTEN CONSENT. WE 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.
17. Copyright and Trade Names.
AS BETWEEN YOU AND US, ALL OF THE CONTENT ON THE WEBSITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS OUR PROPERTY, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEBSITE IS OUR EXCLUSIVE PROPERTY AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE (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 Website is Copyright © 2014 UDFIncomeFundV. All rights reserved.
The Website features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, us or other UDF Entities. The Website 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 UDF Entities.
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 us. If to us: UnitedDevelopmentFundingIncomeFundV, 1301 Municipal Way, Suite 100, Grapevine, Texas 76051 or at such other address as the parties may designate by notice given pursuant to this clause.
19. Electronic Communications.
The communications between you and us via this Website use electronic means, whether you visit this Website or send us an email, or whether we post notices on this Website or communicate with you via email. For contractual purposes, you consent to receive communications from us in an electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND US AND THE OTHER UDF ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Our failure 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. Each party acknowledges that it is not entering into these Terms and Conditions on the basis of any representation not expressly contained in the Terms and Conditions. The Terms and Conditions constitute the entire agreement between you and us (and the other UDF Entities) concerning this subject matter, and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.