Legal

Terms of Service

What this site is, what it is not, and the terms you accept by using it. Section 10 is the one worth reading even if you read nothing else — it is about wire fraud.

Effective [COUNSEL] — effective date

PLACEHOLDER — This site is in preparation. Figures shown as [COUNSEL] are not yet set and no offering is being made through it. Nothing here should be relied upon until this notice is removed.

The short version.

These Terms of Service govern your use of this website. Please read them before you use it. By browsing, accessing, or otherwise using this site, you agree to them; if you do not agree, the remedy is to stop using the site.

“Aurelian”, “we”, and “us” mean Aurelian Properties and the single-asset partnerships it forms to develop each building. “The site” means this website and everything on it — the text, photographs, renderings, drawings, figures, layout, design, and code.

These terms are about the website. They do not modify any agreement you have signed with us. If you are an investor, a tenant, a landowner, or a contractor, the agreement you signed governs your relationship with us, and it governs over anything on this site if the two ever differ.

This site is meant for adults. It is not directed to anyone under eighteen, and no one under eighteen should send us information through it.

01

These terms apply whenever you use the site.

Your use of the site is your acceptance of these terms, in the version posted at the time you use it. We may change them, and a change takes effect when it is posted here with a new effective date. Continuing to use the site after that is your acceptance of the change, so it is worth checking the date at the top before relying on anything here.

Our Privacy Policy describes what we do with personal information and forms part of these terms by reference.

Where these terms call for notice to us, send it through the contact panel on this site. [COUNSEL] — the address for formal notice under these terms is not published yet.

02

Nothing on this site is an offer, and none of it is advice.

The site is published for information. It is not an offer to sell or a solicitation of an offer to buy any security, and it is not an invitation or inducement of any kind. No investment is being offered through this site, and no securities offering is described on it.

Aurelian raises capital privately, under an exemption that does not permit an offering to be advertised or discussed publicly. Any offering of securities would be made only to persons with whom Aurelian has a pre-existing substantive relationship, and only through the Private Placement Memorandum for that offering, together with the operating agreement and subscription documents for that partnership. Those documents govern, they contain risk factors and terms that this site does not, and they should be read in full before you invest.

Nothing on this site is investment, legal, tax, accounting, or other professional advice, and nothing on it is a recommendation to you. We are not your adviser and no fiduciary relationship arises from your use of this site or from a conversation that starts on it.

No suitability determination has been made. We have made no assessment of whether an investment in one of these partnerships would be suitable for you, because we cannot: suitability depends on your circumstances, your other holdings, your tax position, and your tolerance for illiquidity and loss. Consult your own investment, legal, and tax advisers before you commit capital, not after.

Development is speculative. An investment in one of these partnerships is illiquid, long-term, and can lose some or all of its value.

If you would like to be told about future offerings, the contact panel is the place to say so. That starts a conversation and nothing else — it does not put you on a list, it is not a subscription, and it gives you no right to invest in anything.

03

The photographs are not our buildings.

Aurelian has not yet delivered a building. The photography on this site is licensed stock, and it shows buildings developed by other people; it is used to convey material, light, and standard of finish, and no image on this site should be read as a record of work this company has done.

Renderings, drawings, plans, and specifications describe design intent for a building that has not been built. They are subject to change through design development, permitting, value engineering, and construction, and dimensions, layouts, counts, and finishes may all change. Where a project page shows a blank labelled slot rather than an image, that is deliberate: the site has not been photographed, and stock would imply otherwise.

Any figure describing an existing property, a submarket, or a comparable transaction comes from sources we believe to be reliable but have not independently verified, and we do not warrant that it is accurate or current.

Aurelian Properties has not yet completed a development. Nothing on this site describes a building this company has built, leased, or delivered, and no photograph on this site depicts one.

04

What you may do with this site, and what you may not.

The site and everything on it belongs to Aurelian or to the photographers, designers, and providers we licensed it from, and it is protected by copyright, trademark, and other laws. We grant you a limited, revocable, non-exclusive, non-transferable right to view and use the site for your own personal and non-commercial purposes, including printing or saving a page you are evaluating an investment or a transaction from. Every other right is reserved.

You may not, and may not help anyone else to:

  • reproduce, republish, redistribute, or commercially exploit the site or its contents without our written permission;
  • collect the site by automated means — scrapers, bots, spiders, harvesters, or agents — or use it to train a model, other than ordinary search-engine indexing, which is permitted and welcome;
  • use our name, marks, or logo, or remove or obscure any copyright or other notice;
  • frame or mirror the site, or link to it in a way that suggests we endorse or are affiliated with something we are not;
  • reverse engineer, decompile, or disassemble any part of the site or its code;
  • introduce a virus, worm, or other malicious code, or interfere with the site's operation or with anyone else's use of it;
  • attempt to gain unauthorised access to the site, to any system connected to it, or to anyone else's information; or
  • impersonate any person or misrepresent your affiliation with anyone, including us.

The carve-out for search indexing is ordinary housekeeping rather than a position on anything: this is a public business website and it should be findable by a tenant, a broker, or a landowner looking for a developer. It says nothing about how the company raises capital, which is done privately and is not described on this site.

We may monitor the site for unauthorised use, take whatever action we think appropriate in response without notice to you, and report activity to law enforcement or a regulator where we think we should. We may also restrict or withdraw access to the site, in whole or in part, at any time.

05

What you send us is not confidential unless we have agreed it is.

People send us things through this site: a site a landowner wants developed, a requirement from a tenant, a proposal from a contractor, a résumé, an idea. We are glad to receive them, and you should know what happens to them.

Unsolicited material is not confidential. Unless we have signed a confidentiality or non-disclosure agreement covering it, anything you send us through this site is not confidential and creates no obligation of confidence, no partnership, no joint venture, no brokerage relationship, and no obligation to compensate you. We look at a great many sites and requirements, some of which will resemble one you sent us, and we need to stay free to pursue them. If you want confidentiality, ask for an agreement first and send the material after it is signed.

You give us permission to use it. By sending us material through this site you grant us a non-exclusive, royalty-free, worldwide, perpetual right to use, store, reproduce, and adapt it for our business purposes, and you confirm that it is yours to send and that sending it breaches no one else's rights or confidence.

Do not send sensitive documents unprompted. Ordinary email is not secure. Do not send financial statements, tax returns, account numbers, or a taxpayer identification number through this site or by email unless we have told you where to send them. Section 10 of the Privacy Policy explains how verification is designed to keep those documents away from us in the first place.

Electronic communication. By using the site you agree that we may communicate with you electronically, and that notices, disclosures, and agreements delivered electronically satisfy any requirement that they be in writing.

06

The site is provided as it is, and may be wrong or unavailable.

The site and its contents are provided “as is” and “as available”, without representation, warranty, or condition of any kind, express or implied, to the fullest extent the law allows. That includes any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or that the site will be uninterrupted, timely, secure, or error-free.

Information here goes out of date. A market changes, a design develops, an offering closes, a figure is superseded by the Private Placement Memorandum. We may change, suspend, or remove any part of the site at any time without notice, and we are under no obligation to update anything on it. You use the site, and rely on anything you find here, at your own risk.

[COUNSEL] — this section and the next are conventionally set in full capitals to establish that they are conspicuous. They are drafted in sentence case here because three screens of capitals in this typeface is unreadable, and an unreadable clause is a poor argument for conspicuousness. Confirm the choice, or say how you want them set.

07

Limits on our liability.

To the fullest extent permitted by law, neither Aurelian nor its partnerships, affiliates, members, managers, officers, employees, or agents will be liable to you — in contract, tort, negligence, or otherwise — for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profit, revenue, data, or opportunity, arising out of or relating to your access to, use of, or inability to use the site or anything on it, even if we have been advised that such damages were possible.

Nothing in these terms limits liability that cannot be limited by law — including, for the avoidance of any doubt, liability under the federal securities laws, which these terms neither waive nor limit and could not.

[COUNSEL] — decide whether to add an aggregate liability cap, what it should be for a site that sells nothing, and whether any of this section is enforceable in the governing-law state chosen in Section 14.

08

You cover claims that come from your use of the site.

You agree to indemnify and hold harmless Aurelian, its partnerships and affiliates, and their respective members, managers, officers, employees, and agents against any claim, loss, damage, cost, or expense — including reasonable legal fees — arising out of your use of the site, your breach of these terms, your violation of any law, or your infringement of anyone else's rights.

10

There are no accounts here, and we will never email you wiring instructions.

This site has no log-in, no account area, and no investor portal. Nothing on it asks you to create credentials, and nothing on it takes a payment. There is nothing on this site to be given access to: everything the company sends an investor is sent by a person, to someone that person already knows. If that ever changes, these terms will change with it.

Wire fraud is the real risk in this business. Impersonating a sponsor and sending an investor false wiring instructions by email is the most common fraud in private real estate, and it is committed by people who read public offering pages. We will never send you wiring instructions, a change of wiring instructions, or a request to move funds urgently by email alone. Before you send money anywhere, call us on a number you have independently confirmed — not one taken from the email — and confirm the details by voice.

If something looks wrong, assume it is. Treat any unexpected message about an Aurelian offering, any change of banking details, and any request for account credentials as fraudulent until you have confirmed it by voice. Tell us about it, and we will confirm whether it came from us.

[COUNSEL] — confirm this wording, and confirm the callback procedure it commits the company to, before launch. It is a promise about how the company communicates, and it is only worth making if the company keeps it.

11

We have interests in what this site describes.

Aurelian sponsors the partnerships described on this site, invests its own capital in them, and is paid fees and a share of profit by them. Its principals, affiliates, and related parties may have interests in a project, a site, a lender, or a counterparty described here, and may act for more than one partnership at a time.

Those interests are real and they can conflict with yours. What the sponsor is paid, and when, is set out in full in the documents for any offering you are shown — as are the conflicts of interest that matter to it. The Private Placement Memorandum is the document to read on the subject, and this website is not a substitute for it.

12

Where this site is meant to be used.

The site is operated from the United States and is intended for use there. No securities are offered on it. Aurelian’s private offerings are made only in the United States, only under an exemption from registration, and only where that offering is lawful.

Nothing on this site is directed to any person in any jurisdiction where publishing it, or making the offering it describes, would be unlawful or would subject Aurelian to a registration or licensing requirement it does not hold. If you access the site from outside the United States you do so on your own initiative and are responsible for complying with your own local law.

13

Notice to California residents.

Under California Civil Code section 1789.3, California residents are entitled to the following notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

[COUNSEL] — section 1789.3 also requires the provider's name and address and a description of any charges. There is no charge for using this site; the address is the one this site does not yet publish. Confirm the unit's current address at publication, and confirm the section applies at all.

14

Governing law, and where a dispute would be heard.

[COUNSEL] — these terms are governed by the laws of [STATE], without regard to its conflict of laws rules, and any dispute arising out of or relating to them or to the site is subject to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE].

[COUNSEL] — four decisions here, none of which a developer should make: the governing law state, given Delaware entities and Mid-Atlantic operations; the venue; whether to include a jury waiver, an arbitration clause, or a class-action waiver, and whether any of them survives alongside the federal securities claims these terms cannot waive; and whether to carve out small claims. The operating agreement's dispute provisions should be read alongside this, and the two should agree.

15

The rest of it.

Severability. If any provision of these terms is held unenforceable, it is severed and the rest continues in force.

No waiver. If we do not enforce a provision, that is not a waiver of it or of any other provision.

Assignment. You may not assign these terms. We may assign them to an affiliate or to a successor to our business.

Entire agreement about the site. These terms, with the Privacy Policy, are the entire agreement between you and us about your use of this site. They do not displace any signed agreement between us about anything else — see the introduction above.

Headings. Section titles are there to help you find things and do not affect how these terms are read.

16

We may update these terms.

We may revise these terms at any time. The revised version is posted here with a new effective date and takes effect when it is posted. If you keep using the site after that, you accept the revision; if you do not accept it, stop using the site.