By entering the website (the “Site”) of Seeba (“Seeba” or “We,” “Us,” or “Our”), you accept and agree to follow the terms and conditions described in this User Agreement. This User Agreement is a binding agreement between you and Seeba, and governs your access and use of the Site, which includes any information, data, tools, products, services and other content (together, “Content”) available on or through the Site.

You may contact Seeba at the address provided below with questions about the terms and conditions of this User Agreement.

The Site contains confidential proprietary information made available by Seeba solely to (a) existing investors (“Investors”) and authorized prospective investors (“Prospects”) (as determined by Seeba) in entities or investments managed by Seeba (collectively, the “Seeba Projects”) and (b) authorized representatives (i.e., consultants, representatives or advisors) of such Investors or Prospects (“Authorized Representatives”).  If you are not an Investor, Prospect or an Authorized Representative, you are hereby notified that any review of the information contained in the Site is strictly prohibited.

By accessing the Site beyond this point you represent and agree that: (a) you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this Agreement; (b) you will not delete, add to, or modify, any Contents (as defined below); (c) you have provided true, accurate, current and complete information about yourself in accessing the Site; (d) you are an Investor or an authorized Prospect as determined by Seeba considering an investment in one or more Seeba Projects or you are an Authorized Representative of an Investor or Prospect; and (e) you either are, or serve as an Authorized Representative of a person who, if a U.S. person, is an “accredited investor” within the meaning of Regulation D of the Securities Act of 1933, as amended (“Securities Act”).

If you are accessing the Site beyond this point on behalf of an entity, you further represent and agree that (i) you have all requisite power, authority and capacity to enter into this Agreement on behalf of such entity and to bind such entity to the terms of this Agreement; or (ii) that you are an Authorized Representative of an Investor or Prospect who has been granted the authority to view the Contents by an Authorized Representative of an Investor or Prospect who has all requisite power, authority and capacity to enter into this Agreement on behalf of such entity and to bind such entity to the terms of this Agreement.

PLEASE READ THIS USER AGREEMENT (“USER AGREEMENT”) CAREFULLY BEFORE ENTERING THE SITE. EACH TIME YOU ENTER THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, PLEASE EXIT THE SITE.

Limited License to Use the Site

The Site is owned by and is the property of Seeba and its affiliates. The Site is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Seeba, its affiliates and/or third parties.  Nothing in these Site grants you a license to develop, create or offer any financial products or services based on any of the content found on the Site.

Seeba grants you a limited right to use the Site only for your own internal, private, non-commercial informational purposes only, and to print pages from the Site only in connection with that use. In certain instances, the ability to print or reproduce pages or materials from the Site may be limited or prohibited. You may not, nor will you, modify, distribute, transmit, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and any other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site. You are prohibited from removing any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site or on any printed pages. In addition, you are prohibited from decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of the Site or otherwise using any information contained in the Site for any purpose other than as specifically described above. Without limiting the foregoing, no information contained within the Site may be disclosed in whole or in part to the press or otherwise made available to third parties or the public in any manner.

Any data that you transmit to the Site (including without limitation personally identifiable information) becomes the property of Seeba and may be used by Seeba for any lawful purpose without restriction, subject to the Privacy Policy set forth below.  All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices.  Any disclaimers, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Your continuing right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site.

No Reliance

All Content provided on the Site is intended for informational purposes only and, unless specifically indicated otherwise, is provided on a generic basis with no application to or assessment of any individual prospective/current investor's particular situation.

The materials contained herein and any presentation of which they form a part are neither (i) an offer to sell, or a solicitation of an offer to purchase, interests in any private investment or security offered by Seeba and/or any of its affiliates managed by Seeba.  Such an offer or solicitation can only be made, by way of a definitive confidential offering memorandum or other definitive binding documents as determined by Seeba. Seeba is not registered as an investment adviser with the Securities and Exchange Commission and is not providing any investment advice.

Before making an investment decision with respect to the Seeba Projects or any data provided by Seeba, including but not limited to the data on the Site, investors are advised to carefully review, the appropriate confidential offering documents including the related subscription documents and to review the risk factors described therein, and to consult with their tax, financial, investment and legal advisors. Investors alone will need to evaluate the merits and risks associated with the use of the Site. Decisions based on information obtained from the Site are your sole responsibility, and before making any decision on the basis of this information, you should consider (with or without the assistance of a securities adviser) whether the information is appropriate in light of your particular investment needs, objectives and financial circumstances. YOU SHOULD NOT MAKE ANY DECISION WITHOUT FIRST REVIEWING THE CONFIDENTIAL OFFERING MEMORANDUM OR PRIVATE PLACEMENT MEMORANDUM OFFERED IN CONNECTION WITH ANY INVESTMENT. TO THE EXTENT OF ANY DISCREPANCY BETWEEN THE CONFIDENTIAL OFFERING MEMORANDUM, THE PRIVATE PLACEMENT MEMORANDUM, OR ANY OTHER SUBSCRIPTION DOCUMENT PROVIDED TO YOU (THE “INVESTMENT DOCUMENTS”) AND THE SITE THE INVESTMENT DOCUMENTS SHALL CONTROL.

The information contained herein is current as of the date hereof, and Seeba undertakes no duty to provide updated materials.  No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained herein, and nothing shall be relied upon as a promise or representation as to the future performance of any Seeba Projects. The information contained herein is not intended to provide, and should not be relied upon for, accounting, legal or tax advice or investment recommendations. The information included herein may contain "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Seebaorm Act of 1995. Forward-looking statements are not historical facts but instead represent Seeba’s current beliefs, expectations and assumptions regarding future events, many of which, by their nature, are inherently uncertain and outside of Seeba’s control. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.  Seeba expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based. In addition, we do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.

There are various risks you assume when reviewing the Content on the Site.

You agree that we are not liable for any action you take or decision you make in reliance on any Content on the Site.

You are encouraged to discuss information that you learn from the Site with your financial, legal or tax advisors where applicable.

Nothing on the Site shall be considered a solicitation or offer to buy or sell any security or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained on the Site constitutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed on the Site should not be taken as advice to buy, sell or hold any security. In preparing the information contained in the Site, Seeba has not taken into account the investment needs, objectives and financial circumstances of any particular investor. This information has no regard to the specific investment objectives, financial situation and particular needs of any specific recipient of this information and investments discussed may not be suitable for all investors.

Any views expressed on the Site by Seeba were prepared based upon the information available to us at the time such views were written. Changed or additional information could cause such views to change. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances. If an investment is denominated in a currency other than the recipient's currency, changes in the rates of exchange may have an adverse effect on value, price or income. The levels and bases of taxation may also change from time to time.

Seeba makes no representation that information on the Site is appropriate or available for use outside the United States.  Those who choose to access the Site outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Confidentiality

The Content provided on the Site is confidential and is intended solely for the information of the person to whom it has been made available. Recipients may not reproduce these materials or transmit them to third parties in any form absent Seeba’s express written consent. These materials are not intended for presentation or distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulations.

If you are an Authorized Representative of an Investor or Prospect, you may not disclose information that you learn from the Site except to your Authorized Representatives. You further agree that you shall not redistribute to anyone any offering materials, governing documents, marketing materials or any subscription agreement without the prior consent of Seeba.

Seeba cannot guarantee that electronic communications will be successfully delivered, or that they will be secure and virus free. Seeba will not be liable for any loss, damage, expense, harm or inconvenience caused as a result of an electronic communication being lost, delayed, intercepted, corrupted or otherwise altered or for failing to be delivered for any reason beyond our reasonable control.

Your Representations and Warranties

You represent and warrant as follows:

• that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;
• that you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement; and
• that you will not delete any Content from the Site.

 

Privacy Policy

The Site uses “cookies,” which may automatically collect certain information and data. “Cookies” are small pieces of data sent to your computer browser from our web server and stored on your computer's hard drive. The data identifies you as a unique user and facilitates your ongoing access to and use of the Site. Cookies also help us diagnose problems with our server and the Site.

As may be required under Regulation S-P, Seeba has implemented procedures to safeguard the personal information submitted through or contained on the Site against access by unauthorized third parties (e.g., hackers). However, Seeba can make no guarantee that these procedures will prevent all unauthorized access, and as a result, personal information submitted through or contained on the Site may be vulnerable to unauthorized disclosure to unknown third parties.  Seeba’s liability for such unauthorized disclosure and the resulting use of the personal information obtained by these third parties shall be limited to the maximum extent permitted by law.

Use of the Site requires that you use a username and password at all times. You may not disclose your username or password to, or share such username or password with, others. Your username and password belong at all times to us and may be revoked at any time, in our discretion, for any reason or for no reason. You accept sole responsibility for the use, confidentiality and protection of your username and password. You are solely responsible for any use of or action taken under your username and password, whether or not you have authorized such use. You are responsible for exiting or logging off each time you finish using the Site. A violation or attempted violation of these terms by any third party having access to the Site through you or using your password will be considered a violation by you, whether or not such access was obtained with your knowledge or consent. You agree to notify Seeba immediately of any unauthorized use of your username and password or any other breach of security about which you are aware. Unauthorized access or use of the Site is prohibited.  

Seeba may monitor and record activity on the Site and respond as we deem appropriate.

If you have any questions or comments about our privacy policy, please feel free to contact us at the address indicated below.

Certain Prohibited Uses. Users may not:

Use the Site to commit criminal or civil violations of federal, state, local or international laws, regulations or other government requirements. Seeba reserves the right to report any activity that may violate any law or regulation to appropriate law enforcement officials, regulators or other third parties.

Violate, or attempt to violate, the security of the Site, including uploading, posting, e-mailing or otherwise transmitting any material that contains viruses, worms, Trojan horses, or any other contaminating or destructive features, code, files or programs that might interrupt, limit or interfere with the functionality of any computer software or hardware or the telecommunications equipment that is owned, leased or used by us.

Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion of the Site, without Seeba’s express written consent, which may be withheld in Seeba’s sole discretion.  Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site, other than the search engines and search agents available through the Site and other than generally available third-party web browsers (such as Google Chrome).

Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site.

Third Party Content and Links

 

All third party information, index data, prices, averages, quotations, performance data, financial market information, news stories, articles, academic papers and other such information available on the Site now or in the future (collectively, “Informational Content”), are obtained by, or compiled by Seeba based on, sources believed to be reliable. There may, however, be delays in transmitting and publishing the Informational Content, and the Informational Content may contain omissions, inaccuracies or other errors. Seeba does not endorse, or take responsibility for, any third party's information, services or products, even if Seeba and/or its affiliates have business relationships with such third parties.  No representation is made that any such third party is an “independent” authority in respect of any Informational Content prepared by such third party. All use of, or reliance on, such Informational Content is at your own risk.

 

Seeba assumes no responsibility or liability whatsoever for the content, accuracy, reliability or opinions to which the Site is linked and such linked websites are not monitored, investigated, or checked for accuracy or completeness by Seeba. It is your responsibility to evaluate the accuracy, reliability, timeliness and completeness of any information available on a linked website, including the content of any prospectus or sales literature contained on such websites.  If you access any third party website through the Site or otherwise, you do so at your own risk.

 

Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with us.

No Warranty

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ALL USE OF THE SITE IS AT THE USER’S OWN RISK.

Seeba AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. THIS DISCLAIMER WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT CONTAINED WITHIN OR PRESENTED BY THE SITE.

Seeba’s LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability

IN NO EVENT SHALL Seeba, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY OR TECHNICAL PROBLEMS IN USING THE SITE, OR  ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF Seeba, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, PRINCIPALS, MEMBERS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATES LIMIT THE APPLICABILITY OF DISCLAIMERS OR LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY ONLY TO THE EXTENT LEGALLY ENFORCEABLE IN THE APPLICABLE JURISDICTION.

Breach and Indemnification

You will be responsible for any liability to Seeba that arises out of your breach of this User Agreement or your use of the Site, which will be deemed to include without limitation any such breach or use by any person acting either on your behalf, with your permission, or under your control.

You agree to indemnify, defend and hold harmless Seeba, its affiliates, their respective, officers, directors, members, principals, agents, employees, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to: (i) your use of the Site; (ii) your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement; (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

Updates to the Site and Modifications to the User Agreement

 

You acknowledge that Seeba may update the Site and its Contents, and may modify the terms of this User Agreement at any time and without notice to you. Modifications will be effective immediately upon posting unless we indicate otherwise. You agree to review periodically the terms of this User Agreement.

 

Seeba reserves the right to modify or discontinue all or any portion of the Site and materials contained in the Site without notice.  You are deemed to be apprised of and bound by any such changes. The Site may also be unavailable during periods of maintenance or for other reasons.

 

Seeba is not required to make available or to continue to make available the Site, and, in particular, to residents of any non-U.S. jurisdiction where we determine, in Seeba’s sole discretion, that furnishing the Site might be unlawful under the laws of such non-U.S. jurisdiction or the laws of the U.S., or compliance with either of such laws is impracticable or commercially unreasonable.

 

Seeba reserves the right to prohibit or restrict a particular user’s access to the Site, without giving notice of, or a reason for, such action.

 

By entering the Site you agree to and fully accept this User Agreement in its then current form each time you enter the Site.

General

The laws of the State of Florida will apply to all matters relating to these Terms, and they shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods. These Terms shall be construed in accordance with the laws of the State of Florida, without giving effect to any principles or rules of conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute or would require or permit the application of the laws of other jurisdictions, as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies. In connection with any litigation, without limiting Seeba’s right to bring an action against you in any jurisdiction, you further agree to submit to the exclusive jurisdiction of and venue in the federal and state courts located in the County of Miami-Dade, Florida. Any claim or cause of action you may have arising out of or related to the use of the Site or this User Agreement must be filed within one year after such claim or cause of action arose regardless of any statute or law to the contrary.

This User Agreement and all agreements and policies incorporated herein by reference or by hyperlink, as they may be amended from time to time by us, including, but not limited to, by posting such amendments on the Site, constitutes the complete and exclusive agreement between Seeba and you with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements with respect to the subject matter hereof. 

The heading of each provision hereof is for reference purposes only and in no way defines, limits, construes or describe the scope or extent of such section.

If any provision of this User Agreement is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and this User Agreement shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.