Information For Prospective Sellers
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LichtensteinRE Terms of ServiceAs a free Authorized User of LichtensteinRE's Website you will have access to multifamily and commercial real estate investment properties for sale, in consideration for your agreement to the Terms of Service contained herein.
This Terms of Service ("Agreement" or "TOS") sets forth the terms and conditions by which LichtensteinRE permits you
("You" or "Licensee" or "User") to access and utilize certain services provided by LichtensteinRE, including, without limitation, the LichtensteinRE.com website and any LichtensteinRE materials (collectively, the "LichtensteinRE Services").
In some instances, a written document (each, a "Statement of Work") will further describe the LichtensteinRE Services and the applicable Fee and will be effective when signed by an authorized representative of both parties. Each Statement of Work will be governed by the terms of this Agreement and such Statement of Work is incorporated herein by this reference. In the event there is a conflict between this Agreement and a Statement of Work, this Agreement will control unless otherwise expressly set forth in the Statement of Work naming the section to be amended in that instance. No contracts, orders, invoices or other business forms will modify, supersede or otherwise alter the terms of this Agreement or a Statement of Work.
a. Limited License to LichtensteinRE Services. Subject to Licensee's compliance with this Agreement, LichtensteinRE grants to Licensee a limited, nonexclusive, royalty free, revocable, nontransferable license during the Term to use the LichtensteinRE services solely in connection with LichtensteinRE Services.
b. Restrictions. Licensee agrees that it will not permit or assist any other party with access to any part of the LichtensteinRE Services in any manner whatsoever or otherwise make copies of all or part of the information available from LichtensteinRE Services onto any media, except with the express prior written consent of LichtensteinRE, which LichtensteinRE may with hold in its sole discretion.
Licensee acknowledges and agrees that, as between Licensee and LichtensteinRE, LichtensteinRE owns and will retain all rights, title and interest in and to:
(i) The LichtensteinRE Services and Materials provided on the LichtensteinRE website
(ii) All information and materials provided by LichtensteinRE to Licensee in connection with the LichtensteinRE, Services.
3. Licensee Acknowledgments and Warranties.
Licensee acknowledges and warrants that:
a. Licensee will access and use the LichtensteinRE Services and the LichtensteinRE Materials only as authorized by LichtensteinRE, and not by fraudulent means.
b. Licensee has the right to enter into this Agreement and to perform its obligations under this Agreement; User represents that it has the authority to enter into this Agreement.
c. By becoming a LichtensteinRE Authorized User, Licensee is affirmatively providing their express consent to LichtensteinRE to contact Licensee and provide information regarding LichtensteinRE's products, goods and services that may contain advertising materials at any and all contact telephone numbers, facsimile numbers, email addresses and mailing addresses accessible to LichtensteinRE. For purposes of responding to you and providing you with information and notices about your account or the LichtensteinRE Services, you agree that LichtensteinRE may communicate with you through via the contact information described above. LichtensteinRE has no liability rising from your failure to provide LichtensteinRE with accurate or updated contact or other information, or failure to provide notice in the event of withdrawn consent.
d. By entering into this Agreement and performing its obligations under this Agreement, Licensee does not and will not violate, conflict with, breach, default or otherwise adversely affect any agreement, right or obligation existing between Licensee and any other person, firm or entity;
e. Licensee will comply with, and will ensure that its use of the LichtensteinRE Services comply with, all applicable laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities including, without limitation, the Telecommunications Consumer Protection Act, The Can-Spam Act of 2003, Telemarketing and Consumer Fraud and Abuse Prevention Act, and any regulation of the United States Securities and Exchange Commission or any stock exchange.
f. Licensee will not disobey any requirements, procedures, policies or regulations of LichtensteinRE;
g. In the event Licensee withdraws his/her consent to receive further information from LichtensteinRE, Licensee must notify LichtensteinRE, in writing within seven (7) business days of such withdrawal.
h. Licensee understands that LichtensteinRE may modify, improve, update or upgrade the LichtensteinRE Services at its sole discretion and at any time and that Licensee will adopt any such modifications, improvements, updates, revisions or upgrades as required by LichtensteinRE. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.
i. User understands LichtensteinRE real estate transactions are limited to multifamily, and commercial real estate business and that no residential 1 to 4 family property business shall be conducted. The parties herein acknowledge to one another that each have real estate experience are sophisticated business professionals, with business savvy and that there is no disparity in bargaining power.
Except for any costs expressly assumed by LichtensteinRE in writing, Licensee will be solely responsible for all costs and expenses relating to the exercise of its rights and performance of its obligations under this Agreement and any additional agreement for services with LichtensteinRE.
In addition to LichtensteinRE's right to terminate as detailed in Section 7 below, LichtensteinRE may suspend Licensee's rights to use or make available the LichtensteinRE Services or the LichtensteinRE Materials at any time without liability and without providing prior notice to Licensee.
Licensee acknowledges that: (a) the LichtensteinRE Materials; and (b) any other information that LichtensteinRE may identify as confidential from time to time, is LichtensteinRE's confidential information (the " LichtensteinRE Confidential Information"). Licensee agrees to: (i) keep confidential all LichtensteinRE Confidential Information; (ii) not disclose or convey LichtensteinRE Confidential Information to third parties; and (iii) treat LichtensteinRE Confidential Information with the same degree of confidentiality and care with which Licensee treats its own confidential information, but in no event less than a reasonable standard of care. Licensee acknowledges that the LichtensteinRE Confidential Information is of extremely high value to the Licensee and that the disclosure or misuse of LichtensteinRE Confidential Information would cause irreparable harm to Licensee. In the event of any breach of Licensee's obligations under this Section 7, LichtensteinRE will, in addition to such other remedies as may be available to it at law or in equity, be entitled to enforce its rights by obtaining injunctive relief against Licensee and its agents and employees without requirement of posting bond or proving actual damages. In the event Licensee is ordered via a valid order of a court of competent jurisdiction to disclose any LichtensteinRE Confidential Information, Licensee will immediately notify LichtensteinRE in writing and see seek confidential treatment of such information.
7. Term, Termination and Effect of Termination.
a. Term. This Agreement will continue in full force and effect until terminated pursuant to Section 7(b) below (the "Term").
b. Termination. LichtensteinRE may terminate this Agreement in its sole discretion upon providing ten (10) days written notice to Licensee or immediately if a change in law or interpretation of law requires so (in LichtensteinRE's sole discretion). LichtensteinRE may also terminate this Agreement at any time, without notice to Licensee, based on Licensee's actual or alleged breach of this Agreement. Licensee may terminate this Agreement only upon providing thirty (30) days written notice to LichtensteinRE at address 5770 Palisade Avenue Bronx, New York 10471.
c. Effect of Termination. Upon expiration of the Term, Licensee's right to use the LichtensteinRE Services and the LichtensteinRE Materials will immediately terminate. Licensee will delete any and all LichtensteinRE Materials in its possession and will no longer have any right to use or possess the LichtensteinRE Materials. To evidence such destruction and removal, Licensee will provide LichtensteinRE, upon LichtensteinRE's request, with an affidavit signed by an authorized officer of Licensee confirming such facts. In the event of termination, Licensee will be obligated to pay LichtensteinRE any outstanding Fees due under this Agreement or any other agreement as of the effective date of termination. Termination pursuant to Paragraph 7 does not affect the survivability of the agreements, warranties and/or representations in Paragraphs 10 and 11 below. In the event of bankruptcy, insolvency, reorganization, moratorium or similar laws, this Agreement shall survive in full force and effect.
8. Disclaimer of Warranties.
You shall perform your own independent due diligence. ALI assumes no liability in any event whether any applicable sale, or property financing shall be approved, commitment issued, financing, or sale closed. User acknowledges that ALI shall solely use its best efforts herein without guarantee, warranty, representations or of assurance of success, express or implied and You shall hold ALI harmless. LICENSEE UNDERSTANDS AND AGREES THAT THE LichtensteinRE SERVICES AND THE LICHTENSTEINRE MATERIALS MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY LICHTENSTEINRE OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND LICHTENSTEINRE's REASONABLE CONTROL WITHOUT NOTICE TO LICENSEE AND WITHOUT LIABILITY FOR LICHTENSTEINRE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LICHTENSTEINRE AND LICHTENSTEINRE DIRECTORS, PRINCIPALS, REPRESENTATIVES, AGENTS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND LICENSEES (COLLECTIVELY, THE "LICHTENSTEINRE PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER ABOUT:
(A) THE LICHTENSTEINRE SERVICES;
(B) THE LICHTENSTEINRE MATERIALS;
(C) THE ABILITY OF THE LICHTENSTEINRE SERVICES;
(D) THE ACCURACY OF ANY DATA;
(E) WHETHER OR NOT THE LICHTENSTEINRE SERVICES OR THE LICHTENSTEINRE MATERIALS WILL BE COMPATIBLE WITH AND/OR OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, NETWORK, DATA, TELECOMMUNICATIONS EQUIPMENT; OR
(F) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE LICHTENSTEINRE SERVICES, LICHTENSTEINRE DOES NOT WARRANT THAT THE LICHTENSTEINRE SERVICES, OR THE LICHTENSTEINRE MATERIALS WILL BE COMPLETE, ACCURATE, UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE LICHTENSTEINRE SERVICES.
Any and all statements, figures and information including financial analysis regarding any property, real estate, investment opportunity, business, or affiliated matters or any of the numbers or of any economic value etc. herein or provided hereafter at all times are received from sources believed to be reliable and authoritative, but no representation, warranty, or guarantee is made, express or implied or is to be relied upon, as to its accuracy, correctness or completeness and all are subject to errors, inaccuracies, omissions, withdrawal, cancellation, modification, constantly changing conditions, price, terms, rate, availability, prior sale, lease, rental, occupancy, vacancy, collection, arrears, approval, closing, financing, placement or other conditions, etc. all without notice and we hereby disclaim any duty or obligation to update such information. We, and any business affiliated with us, do not intend to make any investment representations about opportunities and should not be viewed as such. The opportunities being offered herein are limited and restricted to Institutional Investors, Accredited Investors, and sophisticated real estate investors. As with any real estate or business transaction, the principle of caveat emptor applies, and anyone considering this opportunity must perform their own independent due diligence investigation and personally vet anything related to herein verify all information and bear all risk for any inaccuracies, error, omission etc. Independent estimates of business, financial, investment or economic attributes should be developed with due diligence of and are advised to be represented by legal counsel and independent professionals before any decision is made regarding this. References to square footage or age are approximate, or estimated. This summary is for information only and does not constitute all or any part of an offer or contract. The materials and information shall not constitute an offer or a solicitation of an offer for the purchase or sale of any securities whatsoever or in any business affiliated herein, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. This is not an offering, we are not licensed to solicit or sell securities. An offering may only be made by means of a prospectus supplement and accompanying base prospectus or confidential Private Placement Memorandum. To the extent that any information is deemed to be a 'forward looking statement' as defined in the rules and regulations of the Securities Act of 1933 or of the United States Private Securities Litigation Reform Act of 1995, as amended, such information is intended to fit within the 'safe harbor' provisions for forward looking information and is subject to material risk factors which may or may not be disclosed herein. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "projected," "projection," "proforma," "likely," "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," "expected," "contemplated," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Information obtained from ALI's website, or directly from ALI hereafter, or with regard to any work or Statement of Work are the product of confidential proprietary information from Andrew Lichtenstein, Inc.'s efforts, having expended many man hours of time, energy and effort that ALI is hereby providing you the User with real estate investment opportunities with the sole intent of ALI earning a livelihood to be paid by the Seller, unless we otherwise agree in writing; in consideration of ALI's efforts, the User, Licensee shall protect ALI is paid by the Seller if you buy any property on ALI's website and User, Licensee is hereby prohibited against circumventing ALI.
9. Limitation of Liability
10. Class Action Waiver, General Release & Indemnity
In consideration of your becoming an Authorized User, Licensee, You hereby, now and forever, irrevocably indemnify, generally release andhold Andrew Lichtenstein, Inc., its principals, its dba's, LichtensteinRE, affiliates, agents, servants, successors, and assigns, et al referred to herein between us as "we" or as "ALI" harmlessfrom any and all liability in law or in equity, damage or loss, including reasonable attorney's fees, with all regards, and furthermore, hereby freely of their own will and volition withdraw any rights that Licensee has to participate in a class action against ALI Andrew Lichtenstein Inc, its dba's, its affiliates, principals, agents, attorneys, representatives, employees, successors and assigns in exchange for authorization for access to LichtensteinRE website and materials. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor LichtensteinRE will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
You waive your right to bring or participate in a class action lawsuit or as a party in a private attorney general action. The effect and enforceability of the class action waiver is to be determined under the laws of the State of New York. Furthermore, an arbitrator is not authorized to hear any claim in class form or to consolidate any claims of multiple parties. The parties to this Agreement acknowledge that the Class-Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from this Agreement to arbitrate claims. This provision and indemnity shall continue in full force and effect and shall survive termination of this Agreement notwithstanding the termination of your LichtensteinRE membership. The effect and enforceability of the class action waiver is to be determined under the laws of the State of New York or otherwise by the Federal Arbitration Act.
11. Dispute Resolution
Any claim or controversy arising out of or relating to the use of any LichtensteinRE Services, to the goods or services provided by LichtensteinRE, or to any acts or omissions for which you may contend LichtensteinRE is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitration shall be venued in Bronx County, New York, New York. The arbitrator shall be selected pursuant to the AAA rules or from a list of arbitrators provided by LichtensteinRE. The fee to the arbitrator will be paid by the non-prevailing party. To begin the arbitration process, a party must make a written demand.Arbitration shall not commence until the party requesting it has deposited One Thousand Dollars ($1,000.00) with the arbitrator for the arbitrator's fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator's fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs. Should any State or Federal law conflict with the above rules for resolving disputes or the AAA rules, such conflicting rules shall be severed from the enforceable rules and the enforceable rules shall survive and control the dispute resolution process. Any gaps left in the process due to severed rules shall be resolved at the discretion of the selected arbitrator. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in New York, New York. The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of an arbitration under this agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.
Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and LichtensteinRE, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Bronx, New York. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit the prevailing party shall be entitled to recover reasonable attorney's fees. This arbitration provision shall survive termination of this Agreement and the termination of your Lichtenstein RE Authorized User, Licensee privileges.
a. Entire Agreement. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior or contemporaneous written or oral agreements pertaining thereto. No oral statement of any LichtensteinRE, representative or employee will, in any manner or degree, modify or otherwise affect this Agreement. No LichtensteinRE, contracts, orders other agreements, invoices or other business forms will modify, supersede or otherwise alter this Agreement unless expressly stated in the applicable purchase order, invoice or other business document.
b. Governing Law, Venue and Jurisdiction. This Agreement and all the terms herein shall be governed by, interpreted by and construed and enforced solely and exclusively in accordance with the laws of the State of New York, without regard to the conflicts of law, rules or principles thereof or to the location of the User herein.
c. Assignment. Licensee may not transfer or assign its rights or obligations under this Agreement to any third party (including its parent, subsidiary or affiliate), including, without limitation, any transfer or assignment by way of merger, consolidation, sale of all or substantially all of its assets, without the prior written consent of LichtensteinRE. LichtensteinRE, may freely assign its rights and obligations under this Agreement to any third party (including its subsidiary or affiliate).
d. Successors & Assigns. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective assignors, predecessors in interest, successors, assigns, heirs and personal representatives.
e. Severability. If any provision of this Agreement is deemed or held to be illegal, unlawful or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement, or the remainder, shall otherwise remain in full force and effect and shall be enforceable. This agreement has been executed in several counterparts, each of which shall be deemed an original. All counterparts shall collectively constitute a single instrument.
f. Force Majeure. LichtensteinRE, will not be liable for delay or default in the performance of its obligations under this Agreement or any Statements of Work or Additional Agreements if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or third party labor disputes.
g. Waiver. No waiver by either party of any performance of the other party required under this Agreement or any default of either under the terms of this Agreement will constitute or imply, whether by passage of time or otherwise, any further waiver of any other performance or default.
"(Please type your electronic digital first and last name signature above.)"
"_______________________________ "Please print your first and last names above."
Date:"03/27/2023", or dated:"___________________"