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Terms of Use

Acceptance of the Terms of Use

These terms of use are entered into by and between you and OffMarket.com! (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website at OffMarket.com! or any of our related services, such as the Company’s website, platforms, mobile application, along with any related software or Company servers (collectively, the “Website”), including any content, functionality and services offered on or through the foregoing, whether as a guest or a registered user.

 

These Terms of Use will be effective as of the date that you create your account with us. PLEASE READ THE TERMS OF USE CAREFULLY. YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT www.-_____ (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, YOU MAY NOT USE THE WEBSITE. IF YOU ARE USING THE WEBSITE ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.     

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion and without prior notices, except that we will notify you of any material changes to the Terms of Use, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.

            Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. To the extent you have provided us with a valid, working email address we will notify you of Material Changes via email.

Company’s Role – Who We are

Company is a subscription-based real estate platform that facilitates communication and listing of off-market properties among buyers, sellers, wholesalers, and investors (the “User” or “Users”). Company serves as a facilitator of communication between Users interested in purchasing, renting or leasing real estate and properties and Company does not participate in any transactions or negotiations between Users. Company does not endorse, guarantee, or warranty the accuracy, completeness, or legality of any listings or communications made through our Website.

Neither the Company nor the services provided through the Website are intended to provide you or any User with any financial, mortgage, lending, real estate, insurance or related advice of any kind. While Company may have a suggested directory of third party partners, it is your responsibility to seek appropriate legal, real estate, financial and insurance advice from appropriate third party.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your individual, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website. You must not directly or indirectly: (i) modify copies of any materials from the Website or make any derivative works of the Website; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website; (iii) copy, sell, redistribute, rent, lease or otherwise access or use for any commercial purposes any part of the Website; (iv) incorporate the Website or any portion of it into another product or service; (v) reverse engineer, decipher, decompile, or disassemble the Website and any code contained therein, or otherwise attempt to derive the source code or underlying ideas or algorithms of Company (except where expressly permitted by law); or (vi) export, re-export, transfer and/or release the software, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization. For purposes of clarity, prohibited commercial uses shall not include satisfying the terms of any commercial agreement entered into between you and the Company.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

Your Relationship with Company 

You acknowledge and agree that you as a User and Company are in a direct business relationship, and the relationship between the parties under these Terms of Use is solely that of independent contracting parties. You and Company expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Company; (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by these Terms of Use is created hereunder. You have no authority to bind Company, and you undertake not to hold yourself out as an employee, agent or authorized representative of Company.

Age Eligibility; Accounts and Registration

            As a User, you must be at least 18 years of age to use the Website. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the using the Website and services provided thereunder; and (c) your registration and your use of the Website complies with all applicable laws and regulations. When you register for an account you will be asked to provide us with some information about yourself, such as email address, phone number, or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. You agree that all information you provide to register with the Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You are responsible for: (i) making all arrangements necessary for you to have access to the Website; and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password or other security information. You will not buy, sell, rent or lease access to your Website Account. You will not attempt to log in or otherwise access the Website through any unauthorized third party applications. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Website, to users, including registered users.

You acknowledge that access to certain features of the Website may be limited or unavailable based on the type of account you create. By way of example, some types of accounts may have the ability to send messages to other users, while other accounts may have read-only access to portions of reviews and information posted by other users. If you have questions about the limitations of your account or would like to upgrade your account you can email us at info@offmarket.com.

WE HAVE THE RIGHT TO DISABLE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE OR THE TERMS OF ANY OTHER COMMERCIAL AGREEMENT YOU HAVE ENTERED INTO WITH COMPANY. YOU MAY NOT CREATE ANOTHER ACCOUNT IF WE HAVE DISABLED YOUR ACCOUNT UNLESS YOU OBTAIN OUR PRIOR WRITTEN CONSENT.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm any third parties in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (as described in further detail below).
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
  • To develop any third-party applications that interact with the Website or other users’ content or information, without our express written consent.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring, scraping or copying any of the material on the Website.
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Website.
  • Introduce any viruses, Trojan horses, worms, logic bombs or other material or code which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website that you are not authorized to access, including any server, computer or database connected to the Website.
  • Attempt to circumvent any content-filtering techniques we employ.
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Website.

User-Provided Materials

  • The Website may allow users to upload, post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials regarding real estate and properties for sale or rent, on or through the Website, such as through blog, forum, chat-room or messenger features that may be available on our Website (collectively, “User-Provided Materials”). Company does not have the obligation to, but  Company does reserve the right to review and approve or reject any property uploads at its discretion. Properties that do not meet Company’s standards or violate these Terms may not be approved for listing on the Website.
  • Company will not treat User-Provided Materials posted on the Website that are viewable by others as proprietary, private or confidential, including information that you may share through a chat or messaging feature.
  • All User-Provided Materials must comply with the Content Standards set forth below. Company may use information provided as part of the User-Provided Materials to generate aggregated reports featuring de-identified data that may be publicly available on the Website or otherwise published as described by our Privacy Policy.
  • Any User-Provided Materials you post to the Website will be considered non-confidential and non-proprietary. By providing any User-Provided Materials on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, promote, broadcast, and otherwise disclose to third parties any such material for the purposes set forth in the Privacy Policy. For purposes of clarity, User-Provided Materials refers only to real estate information and materials you post for viewing by other users of the Website.
  • You represent and warrant that: (i) You own or control all rights in and to the User-Provided Materials, and have obtained all necessary consent and legal authorizations necessary to provide the User-Provided Materials if related to another individual; (ii) You have the right to grant the licenses granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and (iii) all of your User-Provided Materials do and will comply with these Terms of Use.
  • You understand and acknowledge that you are responsible for any User-Provided Materials you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness, and even if approved by Company for listing on its Website.
  • Company is not responsible, or liable to any third party, for the content or accuracy of any User-Provided Materials posted by you or any other user of the Website, and even if approved by Company for listing on its Website.

You acknowledge that you alone are responsible for the User-Provided Material that you post to the Website and once posted it cannot always be withdrawn. You assume the risk and liability associated with the User-Provided Material you provide, including any liability resulting from other users’ reliance on its quality, accuracy, or reliability. You further acknowledge that you may expose yourself to liability to the extent the User-Provided Material you provide contains material that is false, intentionally misleading, or defamatory, infringing of a third party’s intellectual property rights, or otherwise violates the Content Standards or these Terms of Use.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any content for any or no reason in our sole discretion.
  • Disclose your identity or other information about you to any third party who claims that material posted or otherwise provided by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use or the terms of any other commercial agreement you have entered into with Company.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review ALL material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

Any User-Provided Materials you provide must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. In addition, the content standards set forth below (“Content Standards”) apply to any and all User-Provided Materials. Without limiting the foregoing, you represent and warrant that the User-Provided Materials you provide will not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy.
  • Contain false, untrue or misleading information or otherwise be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

In the event that we determine, in our sole discretion, that you are violating any of the Content Standards, we reserve the right to remove any applicable User-Provided Materials, and/or terminate your access to the Website. In the event we determine that you are repeatedly infringing the copyrights of any third parties your account will be terminated and your continued access to the Website will be denied in accordance with the Digital Millennium Copyright Act (“DMCA”).

Copyright Infringement

If you believe that any content on the Website violates your copyright, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (collectively, a “Notice”) (see 17 U.S.C 512(c)(3) for further details):

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests;
  2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
  3. identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
  4. your address, telephone number, and email address;
  5. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  6. 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.

All Notices must be sent to our copyright agent via email at info@offmarket.com.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THIS INFORMATION OR INFORMATIONAL MATERIALS POSTED ON OR OTHERWISE LINKED TO FROM THE WEBSITE. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

The Website may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.      

Separate Agreements

You may acquire products, services and/or content from the Website. We reserve the right to require that you agree to separate agreements or contracts as a condition of your use and/or purchase of such products, services and/or content from Company.

To the extent that you are purchasing, leasing, or renting real estate from another User of this Website, it is solely the obligation of you and that other User(s) and any other parties to the transaction to enter into all applicable and necessary agreements.

Third Party Referrals and Links from the Website

Referrals. As part of the Services, you may be connected with a real estate professional. You authorize us to make such referral and acknowledge that we may be paid valuable consideration for facilitating such connection. As part of the Services, you may be connected to a party that provides mortgage loan origination services, title and escrow services, or other settlement services. If any of these parties have an affiliated relationship with Company, then Company  may receive a financial or other benefit from the referral between such affiliates.

Non-Affiliated Financial Products. If you choose to contact a non-affiliated bank, mortgage lender, financial institution, mortgage loan originator, loan broker, or other mortgage professional that may be advertised through the Website by filling out a contact, other request form or otherwise indicating your interest in contacting (or being contacted by) a third-party provider, you authorize Company in particular to provide the information you submit to the third-party provider. If you include your name, contact information and other information in a request, your identity will no longer be anonymous to the third-party provider. Your submission of information and any request for quotes through the Website is not an application for credit. In the case of non-affiliated financial products, Company is only providing an administrative service to you and any participating third-party providers. Loan approval standards are established and maintained solely by individual third-party providers. Decisions in any related non-affiliated transactions are made by participating third-party providers and are not made by Company. Company is not responsible for the underwriting activities or credit decisions of any third-party provider. Any interest  rates displayed through the Website is for informational purposes only and reflect non-binding quotes of the terms a third-party provider might offer an applicant fitting a consumer’s anonymous profile. Actual interest rates may vary. You should rely on your own judgment in deciding which available loan product, terms, and third-party provider best suits your needs and financial means. Except as set forth above or as otherwise disclosed to you in writing, Company: (a) is not a third-party provider, loan originator, loan processor or underwriter; (b) does not aid or assist applicants in obtaining loans, soliciting applicants or third-party providers for loans, or offer or negotiate terms of applications or loans; (c) does not take mortgage applications, make loans or credit decisions, or prequalify or preapprove applicants for loans; (d) is not an agent of either any consumer or any third-party provider; (e) is not responsible for any errors or delays caused by consumers or any third-party provider in the loan process; and (g) does not guarantee offer of, or acceptance into, any particular loan program or specific loan terms, conditions, or rates with any third-party provider, or that any rates or terms will be the best available.

Other Third Party Links. If the Website contains links to other sites and resources provided by other types of third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. 

Purchases and Other Terms and Conditions

To the extent you purchase any services via the Website, unless you are presented with additional terms and conditions at the time of purchase or separately enter into a commercial agreement with Company, the following shall apply:

  • You shall timely pay to Company all fees (“Fees”) for all such services at the rate(s) set forth on the applicable purchase page or section of the Website (the “Purchase Page”). Note that based on the features and/or subscriptions you select on the Purchase Page you may be billed on an ongoing, subscription basis whereupon your subscription will automatically renew at the end of each subscription or billing cycle.
  • Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.
  • To the extent you elect to pay any Fees electronically, you authorize us, or our third party payment processor, to charge your debit or credit card or process other means of payment for those Fees. Credit and debit card purchases shall all be immediately due and owing.
  • All invoiced amounts are exclusive of any and all value added, use, sales, service, property or other taxes or contributions. You will be responsible for payment of any such value added, use, sales, service, property or other taxes or contributions that are, or should ultimately be, assessed against or required to be collected by Company in connection with Company’s performance hereunder.
  • In the event that Company does not receive payment of any Fees, or other amounts due, within the time frames above, interest shall accrue at the rate of one and half percent (1.5%) per month (or the maximum rate allowed by law) and Company reserves the right, in addition to any other rights and in its sole discretion, to suspend or terminate your access to the Services. In addition, you shall reimburse Company for the costs of collection including, without limitation, attorneys’ fees and expenses and any costs associated with declined credit or debit cards.
  • All orders are non-cancellable by you and all payments are non-refundable.

Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Geographic Restrictions

The owner of the Website is based in the Commonwealth of Pennsylvania in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY COMPANY AND YOU, THE SERVICES, CONTENT, AND/OR INFORMATION FOUND ON THE WEBSITE ARE PROVIDED “AS-IS”, AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTY WITH RESPECT TO SUCH SERVICES, CONTENT, AND/OR INFORMATION.

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY COMPANY AND YOU, COMPANY SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS WEBSITE AND THE SERVICES, CONTENT, AND/OR INFORMATION FOUND OR ACQUIRED FROM ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

THE COMPANY DO NOT REPRESENT OR WARRANT THAT THIS WEBSITE, AND THE SERVICES, CONTENT, AND/OR INFORMATION FOUND ON THE WEBSITE: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICES, CONTENT, AND/OR INFORMATION OFFERED BY THE WEBSITE IS AUTHORIZED HEREUNDER EXCEPT AS SUBJECT TO THESE DISCLAIMERS.

IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE WEBSITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WEBSITE EXCEED THE GREATER OF (I) ANY AMOUNTS PAID BY COMPANY TO YOU IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM; (II) ANY AMOUNTS PAID BY YOU TO COMPANY IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM; OR (III) TEN DOLLARS ($10.00).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Use including, but not limited to, any representations or warranties made herein; (ii) your use of the Website; (iii) any information you provide to Company, including any claims that such information is false, inaccurate or misleading; (iv) any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use; or (v) your use of any information obtained from the Website. We reserve the right to assume the defense of any indemnifiable claim in which case you agree to provide Company with any and all information, assistance and cooperation as may be requested in connection with the defense of such claims.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the New York County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

To ask questions or comment about these terms of use, contact us at:

info@offmarket.com

+1 (215) 650-3333