User Agreement
 

The following User Agreement is between you and Sunstone Advisors (US) Inc., (the "Master GP"), and Sunstone U.S. Opportunity (No. 3) Realty Trust, and Sunstone U.S. Opportunity (No.4) Realty Trust (henceforth referred to as the “Issuers”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS TAX FILING WEBSITE ("SITE"). All users must agree that access to, and use of, the Site are subject to the following terms and conditions and other applicable law. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE CLICK THE “I DO NOT AGREE” BUTTON AND DO NOT USE THE SITE. Should you withdraw your consent, the Issuer and KPMG will not be able to provide you with information or services.

Personal Non-Commercial Use

You agree that your use of the Site is for your sole, personal use, you will not provide your Reference Number (defined below) to anyone else, you will not permit others to make any use of any kind of your account or profile on the Site, and you will not make any use of the Site for any commercial purposes, nor will you permit others to do so.

Term; Termination

If you click on the “I Agree” button on the Site, this User Agreement is applicable to you every time you access the Site and/or use the Site’s service. This User Agreement, or any part of it, may be amended or terminated by the Issuers without notice at any time, for any or no reason, by posting the revised User Agreement on the Site.

The Issuers or their service provider (KPMG LLP, defined as KPMG) may terminate, restrict or suspend your use of the Site at any time and delete any of your content residing in the Site, for any or no reason, without notice.

No Advice

The information on the Site is provided by the Issuer as a service for unit holders only with respect to certain US federal tax applications and/or returns (where applicable), supporting schedules, and information slip / return pertaining to the distributions from the Issuer that are attributable to the direct and/or indirect sale of real estate properties by the Issuers’ subsidiaries (the “Property Sale”) for the tax year ending December 31, 2017, and is not intended to provide legal or tax advice to any person or relate to any other personal or particular situation. Nothing on the Site, or in any other communication, online or offline, should be considered to be personal advice addressing any other specific situation. Nothing on the Site constitutes the establishment of a client relationship between you and the Issuers or their affiliates or service providers (including KPMG).

Tax laws and regulations are complex and highly fact-dependent. Any communications sent to you via the Site or otherwise from the Issuer and their service provider, KPMG (including, without limitation, in the form of electronic mail or via telephone), and the contents of the Site (including, without limitation, any tax information) are provided for informational purposes only and are not intended to provide legal, investment, tax or accounting advice and should not be relied upon in that regard. Your individual financial and tax situation is unique and you should therefore independently consult your own tax advisor. Issuer and their service providers (including KPMG) are not engaged in rendering any legal, tax, accounting or other professional service that are not specified in this User Agreement, whether through the Site or otherwise.

Investors’ Responsibilities

You have the ultimate responsibility for your own tax return. The Site’s assistance is intended to help you in facilitating the preparation of certain US federal income tax compliance returns and forms for you related to the Property Sales.

The Issuer’s service provider, KPMG, will prepare these returns and forms from the information you submit on the Site. The Issuer and their service provider, KPMG, will not audit or independently verify the information provided by you or your representatives on the Site.

Neither the Site nor the Issuer and their service provider, KPMG, can be relied on to uncover errors or irregularities in the underlying information incorporated in your tax returns or the information return, should any exist. You are solely responsible for all information you submit to the Site and for supplying, populating, updating and verifying all such information. If you do not correct the information on any known errors or irregularities, the Issuer and their service provider, KPMG, will not prepare your tax returns or the information return.

However, the Issuer and their service provider, KPMG, will inform you of any such matters that come to our attention. The Issuer and their service provider, KPMG, strongly recommend that you review the returns before signing and filing them.

In order for the Issuer’s service provider, KPMG, to prepare your tax return KPMG must be able to determine that:

  1. An undisclosed tax return position is at least “substantial authority” to be upheld (i.e. has a greater than 40 percent likelihood of success if challenged by the Internal Revenue Service, IRS); and
  2. A disclosed return position has at least a “reasonable basis” of being sustained on its merits (i.e. approximately a one-in-five or greater likelihood of success if challenged by the IRS) if the position does not involve a “listed transaction” or a “principal purpose transaction.”

In determining whether a return position is satisfied, the Issuer and their service provider, KPMG, will not take into account the possibility that a tax return will not be audited, that an issue will not be raised on audit or that an issue will be settled. The Issuer or their service provider, KPMG, will inform you as soon as possible if, during the preparation, KPMG determine circumstances exist that prevent KPMG from completing the tax return under these standards.

Please note that the Issuer and their service provider, KPMG, have not been engaged to prepare FinCEN Report 114 (formerly known as Form TD F 90-22.1) “Report of Foreign Bank and Financial Accounts.” The form and the related filing instructions can be downloaded at www.irs.gov. There are substantial penalties, including possible criminal prosecution, for failure to file FinCEN Report 114 by the applicable filing due date. Please consult your own tax advisor if this form is applicable to you.

All returns are subject to examination by the taxing authorities. In preparing the returns, the Issuer’s service provider, KPMG, rely on your representations and that you understand and have complied with the documentation requirements for all expenses and deductions. You should retain originals of all documents and records as, in the event of an examination, you may be asked to produce documents, records or other evidence to substantiate the items of income and deduction shown on the tax returns. Issuer and their service provider, KPMG do not retain copies of any documentation.

Your individual tax situation is unique and your tax position is based on specific facts and circumstances. Issuers and their service provider, KPMG, reserve the right to not prepare your tax return based on the information that you provided on the Site. In such situation, please consult your own tax advisor on filing your tax return.

Warranty Disclaimer

THE SITE AND ALL INFORMATION, SERVICES AND OTHER MATERIALS PROVIDED TO YOU VIA THE SITE OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY US FEDERAL TAX APPLICATIONS AND/OR RETURNS (WHERE APPLICABLE), SUPPORTING SCHEDULES, AND INFORMATION SLIP / RETURNS) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND WITHOUT WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ISSUER AND THEIR AFFILIATES AND SERVICE PROVIDERS (INCLUDING KPMG) DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTEES, EXPRESS OR IMPLIED, IN RESPECT OF THE TAX FILING SITE AND ALL INFORMATION, DATA, SERVICES AND OTHER MATERIALS AVAILABLE VIA THE SITE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTEES OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ISSUER AND THEIR AFFILIATES AND SERVICE PROVIDERS (INCLUDING KPMG) DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONALITY AND SERVICES AVAILABLE THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER, SYSTEMS OR NETWORK THAT MAKE IT AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ISSUER AND THEIR AFFILIATES AND SERVICE PROVIDERS (INCLUDING KPMG) DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE INFORMATION, DATA, SERVICES OR OTHER MATERIALS AVAILABLE THROUGH THE SITE OR OTHERWISE IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. KPMG RESERVES THE RIGHT TO CHANGE ANY CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN THE SITE AT ANY TIME WITHOUT NOTICE. KPMG CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE. KPMG IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR YOUR TAX FILING OBLIGATIONS OR ANY CONTENT THAT YOU SUBMIT TO THE SITE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT ISSUER AND THEIR AFFILIATES AND SERVICE PROVIDERS (INCLUDING KPMG) SHALL NOT BE RESPONSIBLE FOR ANY FAILURES OR OMISSIONS ASSOCIATED WITH YOUR USE OF THE SITE OR OTHERWISE.

Limitation of Liability

ISSUER AND THEIR AFFILIATES AND SERVICE PROVIDERS (INCLUDING KPMG) WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE OR YOUR USE OR INABILITY TO USE THE SITE OR THE INFORMATION, DATA, SERVICES OR OTHER MATERIALS ON OR AVAILABLE THROUGH THE SITE, EVEN IF ISSUERS OR THEIR AFFILIATES OR SERVICE PROVIDERS (INCLUDING KPMG) ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Reference Number

In the event that you use the Site for submitting any information to the Issuer, you agree that you are solely responsible for maintaining the confidentiality and security of the Reference Number provided to you for identification purposes, and you are responsible for all acts and/or omissions that occur under the authority of your Reference Number. If you have reason to believe that there is any unauthorized use of your Reference Number or any other breach of security related to the Site, you must immediately notify the Issuer and their service provider, KPMG.

You shall not share or disclose your Reference Number with or to anyone other than your authorized representatives.

Use Restrictions

You agree that you will not:

  1. Upload, post, transmit, store any material on or using the Site that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, disable or limit the functionality of any computer software or hardware or telecommunications equipment;
  2. Use the Site except as authorized herein or in any other manner that could damage, disable, overburden or impair the Site;
  3. Permit or assist any non-authorized user to use or access the Site or any components thereof;
  4. Attempt to assign, sublicense, lease, or otherwise purport to convey any right in or to the Site or components thereof;
  5. Gain or allow unauthorized access to the Issuer or KPMG network or servers;
  6. Modify, adapt, translate, copy, distribute or create derivate works of the Site or any component thereof; or
  7. Reverse engineer, decompile or disassemble any software source code included in the Site.

Personal Information

If you submit any personal information to the Issuer through the Site, the Issuer and their service provider, KPMG, will use it solely for the purposes of preparing US federal tax applications and/or returns (where applicable), supporting schedules and information returns, and you consent to our collection, storage and use of your personal information for such purposes. Your personal information will not be used to market any goods or services to you. Issuer and their service provider, KPMG, may disclose any information you provide on this Site, including any personal information, to the extent required to be disclosed by applicable laws, regulations, legal process or a professional or regulatory authority.

For more information on the Issuer and their service provider, KPMG’s privacy practices, you can find the Privacy Policies at: http://www.sunstoneadvisors.com/privacypolicy.htm and https://home.kpmg.com/ca/en/home/misc/privacy.html, respectively.

Security of Information

Although the Issuer and their service provider, KPMG, strive to protect any information you submit to the Issuer through the Site, the Issuer and their service provider, KPMG, cannot guarantee the security or confidentiality of such information. You understand and agree to assume the security risk for any information you provide through the Site.

Availability

Issuer and their service provider, KPMG, may change, suspend, delay or discontinue all or any part of the Site at any time, with or without reason. You acknowledge that the operation of the Site may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors. Issuer and their service provider, KPMG, shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Site. Issuer and their service provider, KPMG, has no obligation to continue producing or releasing new versions of the Site.

Notice

Issuer and their service provider, KPMG, may deliver any notices to you by means of e-mail, by a general notice on the Site, or by other reliable method. If you have questions regarding this User Agreement, or if you would like to contact us regarding any of the terms of this User Agreement, you may contact us through the contact information posted on the Site.

Copyright and Ownership

The Site, and all of the content in the Site, including but not limited to text, graphics or code, and all intellectual property rights therein, is the property of the Issuer’s service provider, KPMG.

Permission is granted for you to electronically copy and print hard copy restricted portions of the Site for the sole purpose of using the Site. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material on the Site solely for your own personal, non-commercial use. Any other use, including but not limited to the reproduction, distribution, display, creation or transmission of, or creation of derivative works from, the content in the Site, is strictly prohibited, unless authorized in writing by the Issuer and their service provider, KPMG. You agree that you will not change or delete any proprietary notices from materials downloaded from the Site.

Trademarks

All trade-marks, service marks and trade names of the Issuer, their service provider, KPMG, and their affiliates or licensors used on the Site are trade-marks of the Issuer, KPMG or their affiliates or licensors. You may not use, reproduce, modify, delete, distribute or display such trade-marks for any purpose not expressly authorized by this User Agreement without the prior written consent of the Issuer.

Severability

The terms and conditions of this User Agreement shall only apply to the extent that they are not prohibited by a mandatory provision of applicable law. If any of these provisions shall be held to be invalid, void or unenforceable, then the remainder of the terms and conditions shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law.

Choice of Law; Venue; Limitation on Claims

Your use of the Site shall be governed in all respects by the laws of the Province of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to choice of law provisions. You agree that the courts in the city of Vancouver, British Columbia, shall have exclusive jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to the Site.

Issuer’s failure to insist upon or enforce strict performance of any provision of this User Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and the Issuer and their service providers nor trade practice shall act to modify any provision of this User Agreement. Issuer may assign their rights and duties under this User Agreement to any party at any time without notice to you.

Indemnification

You agree to indemnify, defend and hold harmless the Issuer and their affiliates and service providers (including KPMG), and their respective subsidiaries, officers, directors, partners, employees, agents, licensors and service providers, from and against all claim, action, demand, losses, expenses, fines, penalties, damages and costs, including reasonable legal fees, resulting from:

  1. Any violation by you of this User Agreement;
  2. Any activity related to your Reference Number (including negligent or wrongful conduct) by you or any other person contacting the Issuer and their service provider, KPMG or accessing the Site using your Reference Number;
  3. Any third party claim arising from your use of any Site information, materials or products, including without limitation any tax return or form prepared using the Site; or
  4. Any claim asserted by you or any third party based on the use of, misuse of, alteration of, reliance on or inability to access any information from the Site and which were obtained or accessed, directly or indirectly, through activity related to your Reference Number, irrespective of the cause of such claim, action, demand, losses, expenses, damages and costs, including but not limited to breach of contract, tort (including negligence), breach of statutory duty or any other legal theory.

Applicable Laws

You shall comply with the requirements of all applicable laws in connection with your use of the Site.

Third-Party Links

Issuer may provide links on the Site to sites operated by third parties. Issuer has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of the Issuer and their service provider, KPMG. These linked sites are only for your convenience and therefore you access them at your own risk.

Contact by Email

You consent to the Issuer, and their service provider, KPMG, on behalf of the Issuer, contacting you by email at the email address which you provide in your use of the Site, for purposes related to your use of the Site. If you have any questions about this User Agreement, or to withdraw such consent at any time, please contact the Issuers at:

Sunstone Advisors (US) Inc.
Darlene Paziuk
1-888-681-5959 ext. 1555
dpaziuk@Sunstoneadvisors.com

Should you withdraw your consent, the Issuer and KPMG will not be able to provide you with information or services.

Language

You have expressly required that this User Agreement and all related documents and notices be drafted in English.

Vous avez expressément exigé que cet accord d’utilisation et tous les documents et avis y afferents soient rédigés en anglais.

If you agree to the terms of this User Agreement, click on the “I Agree” button and type your name in the space provided below.



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Date:   2/25/2018