Terms of Use

1. Acceptance of Terms

By accessing or using the Site or Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Site or Platform.

If you are accessing the Site or Platform on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to "you" throughout these Terms shall include that entity.

We reserve the right to modify these Terms at any time. Material changes will be communicated by updating the effective date above and, where warranted, by direct notice to registered users. Your continued use of the Site or Platform after any modification constitutes acceptance of the revised Terms.

2. Description of Services

JP Windsor provides commercial real estate capital advisory services. Our services consist of evaluating financing requests submitted by borrowers and sponsors, identifying institutional lenders whose investment criteria may align with those requests, facilitating introductions between borrowers and lenders, and supporting the financing process through to closing.

JP Windsor is not a lender and does not provide financing directly. We do not make credit decisions, issue commitments, or guarantee that any financing will be obtained. Any term sheet, commitment letter, or loan agreement is a direct agreement between you and the relevant lender. JP Windsor is not a party to any such agreement and does not guarantee the performance of any lender in our network.

The information and materials available on this Site are provided for general informational purposes only and do not constitute legal, financial, tax, or investment advice. You should consult qualified professional advisors regarding your specific circumstances before making any financing decision.

3. User Accounts and Obligations

Account Registration

To access the client portal, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

Your Obligations

By using the Site or Platform, you agree that you will:

• Provide accurate and complete information in all deal submissions, applications, and communications with JP Windsor and lenders in our network.
• Not misrepresent your identity, the nature of a transaction, the condition of any asset, or any other material fact.
• Not use the Platform to submit fictitious, fraudulent, or speculative deal inquiries for the purpose of obtaining confidential lender information or pricing without a genuine financing need.
• Not attempt to circumvent JP Windsor and contact lenders introduced through our Platform for transactions other than those for which the introduction was made, without our prior written consent.
• Comply with all applicable laws and regulations in connection with your use of the Platform and your financing activities.
• Not use the Platform in any manner that could damage, disable, or impair the Site or interfere with any other user's access.

4. Confidentiality

In the course of using our services, you may receive non-public information about lenders in our network, including their credit parameters, pricing grids, and fund terms. Such information is shared in confidence and solely to facilitate a specific financing transaction. You agree not to disclose such information to third parties or use it for any purpose other than evaluating a specific financing opportunity presented by JP Windsor.

Similarly, information you submit about your transactions and your organization will be treated as confidential by JP Windsor and shared only as described in our Privacy Policy and as necessary to facilitate your financing.

5. Intellectual Property

The Site and Platform, including all content, features, design, text, graphics, logos, and software, are owned by JP Windsor or its licensors and are protected by applicable intellectual property laws. The JP Windsor name, logo, and all related marks are trademarks of JP Windsor Private Capital.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Platform for your personal or internal business use in connection with our services. You may not reproduce, distribute, modify, create derivative works of, publicly display, or exploit any content from the Site or Platform without our express written consent.

6. Disclaimers

THE SITE AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. JP WINDSOR DOES NOT WARRANT THAT THE SITE OR PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JP WINDSOR DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

JP Windsor does not guarantee that any deal submitted through the Platform will receive a term sheet, commitment, or funding. Past performance in arranging financing does not guarantee future results. Market conditions, lender appetite, and individual transaction characteristics vary continuously.

7. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JP WINDSOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, PLATFORM, OR SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DEALS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF JP WINDSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

JP Windsor's total aggregate liability to you for any claims arising out of or related to these Terms or the services shall not exceed the total fees paid by you to JP Windsor in the twelve months preceding the event giving rise to the claim, or one thousand U.S. dollars ($1,000), whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of certain types of liability. In such jurisdictions, JP Windsor's liability will be limited to the maximum extent permitted by law.

8. Indemnification

You agree to indemnify, defend, and hold harmless JP Windsor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your use of the Site or Platform, your breach of these Terms, your misrepresentation of any information in connection with a financing request, or your violation of any applicable law or the rights of any third party.

9. Dispute Resolution

In the event of any dispute arising out of or relating to these Terms or your use of the Site or Platform, the parties agree to first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other describing the nature of the dispute and the resolution sought.

If the dispute is not resolved within 30 days of such notice, either party may pursue resolution through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in English, in a location mutually agreed upon by the parties, and the arbitrator's decision shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights or breach of confidentiality obligations.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. Subject to the arbitration agreement above, you consent to the exclusive jurisdiction of the courts located in Miami-Dade County, Florida for any disputes not subject to arbitration.

11. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any engagement agreement you enter into with JP Windsor, constitute the entire agreement between you and JP Windsor regarding your use of the Site and Platform and supersede any prior agreements on the same subject.

Severability. If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. JP Windsor's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment. You may not assign your rights or obligations under these Terms without JP Windsor's prior written consent. JP Windsor may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12. Contact

For questions about these Terms of Use, contact us at:

JP Windsor Private Capital
Legal Department
info@jpwindsor.us