LEGAL

 

 

INTRODUCTION
Midtown Equities LLC and/or its affiliates (together referred to as the "Company") operate this Web site. For the purposes of these Terms of Use, the Company refers to this site and its related services as the "Company Web Site."

The Company offers you access to the Company Web Site in exchange for your agreement to accept and comply with the terms, conditions, and notices stated herein, as may be modified by the Company from time-to-time. The Company refers to these terms, conditions and notices, whether modified or unmodified, as the "Agreement" or as the "Terms of Use." The Company reserves the right, in its sole discretion, to modify this Agreement and/or the Company Web Site without providing notification. You are responsible for regularly reviewing this Agreement. Your use of the Company Web Site following any posted change(s) to the Terms of Use will be deemed an acceptance of such change(s).

In addition, when using particular services or features of the Company Web Site, you shall be subject to any posted guidelines or rules applicable to such services or features, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms of Use. 

1. Except where we specify otherwise, and subject to the limitations set forth herein, the Company grants you a limited, non-exclusive license to access and use the Company Web Site. Except as expressly provided above, nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or right under any patent, trademark, copyright or other proprietary right of the Company. You promise that you will not use the Company Web Site, in whole or in part, for any purpose that is unlawful or prohibited by these Terms of Use or for any purposes other than those that are expressly licensed by the Company.
2. You agree that you will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another Web page, use on any other Web site, transfer or sell any pages, information, software, lists of users, databases or other lists, content, material, products or services provided through or obtained from the Company Web Site, or any portion thereof. You agree not to engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of properties, users or other information. You agree that you will not use the Company Web Site in any manner, which could damage, disable, overburden, or impair the Company Web Site or interfere with any other party's use and enjoyment of the Company Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Company Web Site.
3. Except with the written permission of the Company, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Company Web Site. Unauthorized individuals attempting to access prohibited areas of the Company Web Site may be subject to prosecution.
4. Except with the advanced, written permission of the Company, you agree that you will not create links from any Web site or Web page to any page within the Company Web Site with the exception, subject to the conditions of this section, of the Company Web Site homepage located at http://www.empirestoresdumbo.com (the "Company Web Site homepage"). The origin of any such link to the Company Web Site homepage must be accompanied by a clear and prominent attribution indicating that the link is connected to the Company Web Site. For example, prominently positioning the "Midtown Equities LLC" name such that there is clear association between the name and the destination of the link is acceptable. However, you agree that you will not juxtapose the "Midtown Equities LLC" name or link with your name or any other material(s) in a manner which might give rise to any erroneous conclusion that there is any affiliation or association between the Company, on the one hand, and you or any other person or entity, on the other hand. You agree that if the Company, in its sole and unfettered discretion, requests in writing that you remove any links to the Company Web Site, including without limitation the Company Web Site homepage, you will promptly do so. You agree that you will not employ any technology that results in the placement of content from the Company Web Site in a frame and/or a reduced browser window or pop-up window and/or any other display mechanism that changes the Company Web Site from how they would appear if a user accessed the Company Web Site by typing its URL into the location bar of a typical Web browser program.
5. You agree that the Company may in its sole discretion and at any time terminate your access to and use of the Company Web Site, or any part thereof, with or without notice.
6. The Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.
7. You agree to indemnify, defend and hold harmless the Company, its employees, directors, partners, members, affiliates, subsidiaries and suppliers from any liability, loss, claim and expense (including attorneys' reasonable fees) related to your use of the Company Web Site or your violation of this Agreement.
8. All materials provided on the Company Web Site, including but not limited to all text, logos, designs, graphics, images, sounds, information, software, documents, products and services (collectively, the "Materials"), and the selection, arrangement and display thereof, are the copyrighted works of the Company and/or its vendors, suppliers or licensors. All Materials are proprietary to the Company or its licensors and protected by worldwide copyright and other intellectual property laws. Except as stated herein, none of the Materials may be modified, copied, reproduced, distributed, republished, downloaded, displayed, sold, compiled, posted or transmitted in any form or by any means, including but not limited to, electronic, mechanical, photocopying, recording or other means, without the prior express written permission of the Company.
9. This Web Site may contain typographical errors or inaccuracies. All information furnished is submitted subject to errors and omissions.
10. The Company has no fiduciary duties to you.
11. The Company makes no representations or endorsements regarding Materials contained in the Web Site. All of the Materials provided through this Web Site are provided "as is," "as available," without warranty of any kind. The Company and/or its suppliers specifically disclaim any and all implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
The Company is not responsible for the content of, nor does it endorse, the third-party websites to which you may link using this Web Site.
13. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. PLANS AND DIMENSIONS MAY CONTAIN VARIATIONS FROM FLOOR TO FLOOR. SQUARE FOOTAGE MAY EXCEED THE USABLE FLOOR AREA AND INCLUDE COLUMNS, MECHANICAL PIPES, SHAFTS, SHAFTWAYS, CHASEWAYS AND CONDUITS AND OTHER BUILDING ELEMENTS. FURNITURE DEPICTED HEREIN IS FOR DEMONSTRATION PURPOSES ONLY. RENDERINGS ARE FOR ILLUSTRATION PURPOSES ONLY. PROSPECTIVE TENANTS SHOULD NOT RELY UPON THESE DEPICTIONS AND ARE ADVISED TO INDEPENDENTLY REVIEW THE TYPE, QUALITY AND QUANTITY OF MATERIALS, APPLIANCES, EQUIPMENT AND FIXTURES TO BE INCLUDED IN THE BUILDING, AMENITY AREAS AND COMMON AREAS OF THE PROPERTY.

TRADEMARKS
The trademarks, trade names and service marks (the "Marks") displayed on the Company Web Site are the property of the Company or other third parties. Users are not permitted to copy or otherwise use these Marks without the prior written consent of the Company or such third party which may own the Mark. The following list of Marks owned by the Company is not exhaustive, and the Company may own other Marks not included here: Midtown Equities LLC and empirestoresdumbo.com. Empire Stores is a trademark or service mark of Brooklyn Bridge Park Corporation.

COMPLIANCE WITH LAWA; EXPORT CONTROLS
You acknowledge that the software and any accompanying documentation and/or technical information is subject to applicable export control laws and regulations of the U.S.A. You agree not to export or re-export the software, directly or indirectly, to any countries that are subject to U.S. export restrictions.

DEVICES
You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained herein without our prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Company Web Site or any property information, offer or transaction being conducted on the Company Web Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. 

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Company Web Site, you warrant to the Company that you will comply with all applicable laws, statutes, ordinances and regulations regarding your use of our Web Site.

LINKS TO THIRD-PARTY WEBSITES
The Company Web Site may contain links to Web sites operated by parties other than the Company. Such hyperlinks are provided for reference only. The Company does not control such Web sites and is not responsible for their contents. the Company's inclusion of hyperlinks to such Web sites does not imply any endorsement of the material on such Web sites or any association with their operators. If you decide to access any of the third party sites linked to the Company Web Site, you do so entirely at your own risk.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE COMPANY WEB SITE IS AT YOUR OWN RISK. THE COMPANY WEB SITE AND ALL MATERIALS PROVIDED ON OR THROUGH THE COMPANY WEB SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

THE COMPANY MAKES NO WARRANTY THAT (I) THE COMPANY WEB SITE WILL MEET YOUR REQUIREMENTS, (II) THE COMPANY WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE COMPANY WEB SITE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE COMPANY WEB SITE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE COMPANY WEB SITE WILL BE CORRECTED. THE COMPANY WILL NOT BE LIABLE FOR ANY FAILURE, DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE COMPANY WEB SITE, OR FOR THE INCOMPATIBILITY BETWEEN THE COMPANY WEB SITE AND FILES AND THE USER'S BROWSER OR OTHER SITE ACCESSING PROGRAM. NOR WILL THE COMPANY BE LIABLE FOR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND THE COMPANY’S CONTROL.

ANY MATERIAL VIEWED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE COMPANY WEB SITE IS DONE SOLELY AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE VIEWING OR DOWNLOAD OF ANY SUCH MATERIAL. 

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE COMPANY WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY, ITS AFFILIATES AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE COMPANY WEB SITE AT ANY TIME. ALTHOUGH THE COMPANY HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE COMPANY WEB SITE, THE COMPANY ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE COMPANY WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE. 

LIMITATION ON LIABILITY
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE COMPANY WEB SITE, OR DAMAGES FROM THE USE OF OR RELIANCE ON THE INFORMATION PRESENT ON THE COMPANY WEB SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PART OF THE COMPANY WEB SITE, OR WITH ANY PORTION OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE COMPANY WEB SITE. 

MODIFICATION OF THE COMPANY WEBSITE
The Company (and/or its suppliers) reserves the right in its sole discretion to improve, modify, add to or remove any information or content appearing on the Company Web Site. The Company may discontinue or revise any or all aspects of the Company Web Site in its sole discretion and without prior notice.

INTERNATIONAL USERS
The Company encourages users from around the world to use the Company Web Site. However, if you choose to use the Company Web Site, you understand, acknowledge and agree that your use thereof is governed by these Terms of Use and the laws and regulations of the United States regarding online conduct and acceptable content. If you use the Company Web Site in a jurisdiction that prohibits or restricts such use, you agree that your use will be at your own risk, without limitation of any other provision of the Terms of Use, and that the Company shall not have any liability with respect to such use. 

GENERAL
The Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Company's Copyright Agent the following information: 

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed; A description of where the material that you claim is infringing is located on the Company Web Site;  Your address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Send a letter detailing the above information to: Midtown Equities LLC, 141 Fifth Avenue, 2nd Floor, New York, N.Y. 10016

This Agreement is governed by the laws of the State of New York, without regard to its conflicts of laws principles. You hereby consent to the exclusive jurisdiction and venue of courts in New York, New York, in all disputes arising out of or relating to the Company Web Site. Use of the Company Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Company Web Site or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

You agree that no joint venture, partnership, or employment relationship exists between you and the Company as a result of this Agreement or use of the Company Web Site. This Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company Web Site or information provided to or gathered by the Company with respect to such use.

Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and the Company with respect to the Company Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Company Web Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.