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1.
INTRODUCTION
Karlin Real Estate (Karlin) along with its affiliates and
service providers, (collectively referred to herein as
“Karlin” “we” or “us”) provide the information on this web
site (the “website”) as a service to our business partners
and other visitors to be used for informational purposes
only. This Agreement on the Terms and Conditions of Use
(this “Agreement”) describes the terms and conditions under
which Karlin Real Estate (Karlin) and its affiliates
(“Karlin” or “we” and “us”), will permit persons who visit
this website (the “website”) to use the site, including,
without limitation, (1) persons who are authorized to use
specified secure areas of this site (“Authorized Users”) and
(2) other persons who visit the website but who are not
authorized to use such secure areas (Authorized Users and
other visitors collectively referred to as “you”). Please
read this Agreement carefully and refer to it as often as
necessary. This Agreement provides all of the applicable
Karlin requirements and comprises the entire agreement
between you and Karlin with respect to the website.
2. ACCEPTANCE OF TERMS THROUGH USE; ACKNOWLEDGEMENTS AND
DISCLOSURES
By using the website, you signify your agreement to all
terms, conditions, disclosures and notices contained or
referenced in this Agreement. If you do not agree to this
Agreement, you are not permitted to use the website. You
acknowledge that the information and materials on this
website are subject to change. Karlin reserves the right, at
its discretion, to update or revise this Agreement. Please
check this Agreement periodically for changes. Your
continued use of the website following the posting of any
changes to this Agreement constitutes acceptance of those
changes.
3. USER CONDUCT
If you are an Authorized User, your user name and password
will be your identity for purposes of interacting with the
website. You will use your password solely in accordance
with this Agreement and notify Karlin if you learn of or
suspect any loss, theft or unauthorized use of your
password.
You agree not to use the website for any unlawful purpose.
You agree not to attempt to gain access to any area of the
website and any information for which you have not
previously received authorization in writing. You also
acknowledge and agree that Karlin has put into place
security measures designed to prevent unauthorized access to
the information of other Authorized Users, and should you
gain access to any information for which you have not
received prior authorization, you will not view, download,
print, harvest or collect, or attempt to view, download,
print, harvest or collect, any such information. You also
agree that you will not upload or attempt to upload any
content (including text, communications, software, images,
sounds, data, or other information) that contains software
viruses or any other computer code, files, or programs that
are designed or intended to disrupt, damage, or limit the
functioning of any software, hardware, or telecommunications
equipment or to damage or obtain unauthorized access to any
data or other information of any third party.
You acknowledge and agree that, although Karlin has
implemented and uses its best efforts to maintain security
measures designed to prevent the unauthorized access by
visitors and other Authorized Users to the information that
you are authorized to access and use, no security measures
are available that can be 100% guaranteed to prevent such
unauthorized access. Karlin therefore does not warrant that
such security measures will prevent such unauthorized access
in each and every instance.
You further agree that you will not harvest or collect, or
attempt to harvest or collect, information about other
Authorized Users and other visitors to the website or use
such information for the purpose of transmitting or
facilitating transmission of unsolicited bulk electronic
mail or communications.
4. THIRD PARTY SITES
The website may link you to other sites on the Internet.
These sites may contain information or material that some
people may find inappropriate or offensive. These other
sites are not under the control of Karlin, and you
acknowledge that Karlin is not responsible for the accuracy,
copyright compliance, legality, decency, or any other aspect
of the content of such sites. The inclusion of such a link
does not imply endorsement of the site by Karlin or any
association with its operators.
5. PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials
available on the website are protected by copyrights,
trademarks, service marks, patents, trade secrets, or other
proprietary rights and laws. Except as may be expressly
authorized by Karlin under a separate written agreement, you
agree not to sell, license, rent, modify, distribute, copy,
reproduce, transmit, publicly display, publicly perform,
publish, adapt, edit, or create derivative works from such
materials or content. Notwithstanding the foregoing
sentence, and unless Karlin grants you broader rights under
such separate written agreement, you are granted a limited
license to print or download one copy of the materials or
content on the Website on any single computer for your
personal, non-commercial use, provided you keep intact all
copyright and other proprietary notices; subject, however,
to any express terms and conditions displayed with such
materials or content. Systematic retrieval of data or other
content from the website to create or compile, directly or
indirectly, a collection, compilation, database or directory
without written permission from Karlin is prohibited. In
addition, use of the content or materials for any purpose
not expressly permitted in this Agreement is prohibited.
Except as expressly provided above, all rights are reserved.
As discussed above, reproduction, copying, or redistribution
for commercial purposes of any materials or design elements
on the website is strictly prohibited without the express
written permission of Karlin or as provided in a separate
written agreement with Karlin. Among other things, except to
the extent required for the limited purpose of reviewing
material on the website, electronic reproduction,
adaptation, distribution, performance or display is
prohibited. Use of any of Karlin's trademarks as metatags on
other websites also is strictly prohibited. You may not
display this website in frames (or any of the content or
materials via in-line links) without our express written
permission. Permission to use certain content or materials
in a manner prohibited by this Section 5 is granted only
when certain limited criteria are met.
6. PRIVACY POLICY
Karlin uses the personally identifiable information that it
gathers primarily to communicate with you and, generally, it
does not share this information with third parties. Set
forth below in this section 6 is our Privacy Policy which is
applicable to your use of the website and communications
with Karlin.
We are required by federal regulations to adopt certain
procedures designed to maintain and secure the non-public
personal information of its customers from inappropriate
disclosure to third parties. The following Privacy Policy is
designed to meet the standards set forth in the federal
regulations and is applicable to your use of the website.
We are committed to keeping personal information collected
from potential, current and former customers confidential
and secure. We never sell information relating to our
clients to any outside third parties.
Customer Information
We collect and keep only information that is necessary for
us to communicate or conduct business with you.
We may collect non-public personal information about you
from the following sources:
• Information received from you in any application that you
complete (including for
purposes of becoming an Authorized User of this website) or
other related
documents or forms;
• Information about any transactions between you and Karlin,
its affiliates,
or others; and
• Information we may receive from a consumer reporting
agency.
Karlin does not disclose any nonpublic personal information
about its prospective, existing or former customers to
anyone, except as permitted by law and regulation.
We restrict access to nonpublic personal information about
our customers to those employees and agents of Karlin who
need to know that information in order to conduct business
with our customers. We may also disclose such information to
our affiliates and to service providers and financial
institutions that provide services to Karlin. We will
require such third party service providers and financial
institutions to protect the confidentiality of the our
customers’ nonpublic personal information and to use the
information only for purposes for which it is disclosed to
them.
7. DISCLAIMER OF WARRANTIES
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES
INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE (THE “CONTENT”)
ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE
CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. Karlin AND ITS LICENSORS DO NOT
WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT;
THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR
LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT
UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION OF THE CONTENT
WILL NOT OCCUR; OR THAT THE CONTENT IS FREE OF VIRUSES OR
OTHER HARMFUL COMPONENTS. YOUR USE OF THE WEBSITE IS SOLELY
AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE
EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT
APPLY TO YOU.
8. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL Karlin, ITS SUBSIDIARIES, OR ITS
LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT
FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE, OR THE
UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY
CONTENT MADE AVAILABLE ON OR THROUGH THE WEBSITE. THIS
LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER
BASIS, EVEN IF Karlin HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES, Karlin'S LIABILITY IN SUCH JURISDICTIONS WILL BE
LIMITED TO THE EXTENT PERMITTED BY LAW.
9. INDEMNIFICATION
Upon a request by Karlin, you agree to defend, indemnify,
and hold harmless Karlin, its subsidiaries and other
affiliated companies, and the employees, contractors,
officers, and directors of each of them from all
liabilities, claims, and expenses, including attorney's
fees, that arise from your use or misuse of the website.
Karlin reserves the right, at it own expense, to assume the
exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you will
cooperate with Karlin in asserting any available defenses.
10. INTERNATIONAL USE
Karlin makes no representation that materials on the website
are appropriate or available for use in locations outside
the United States, and accessing them from territories where
their contents are illegal is prohibited. Those who choose
to access the website from other locations do so on their
own initiative and are responsible for compliance with local
laws.
11. CHOICE OF LAW AND FORUM
This Agreement will be governed by and construed in
accordance with the laws of the State of New York, excluding
its conflicts of law rules. You expressly agree that the
exclusive jurisdiction for any claim or action arising out
of or relating to this Agreement or your use of the website
will be filed only in the state or federal courts located in
the State of New York, and you further agree and submit to
the exercise of personal jurisdiction of such courts for the
purpose of litigating any such claim or action.
12. DISPUTE RESOLUTION
All disputes arising out of or relating to this Agreement or
your use of the website (“Disputes”) will be settled by
final and binding arbitration conducted in the state of New
York, by a neutral arbitrator, in accordance with this
Agreement and the then-current commercial arbitration rules
of the American Arbitration Association. Each party will
bear its own expenses, except that the prevailing party may
recover the filing costs and the expenses of the arbitrator
from the other party. Any award of the arbitrator will be in
writing and will state the reasons for the award. Judgment
upon an award may be entered in any court having competent
jurisdiction. The arbitrator will not have the power to
order pre-hearing discovery of documents or the taking of
depositions, but may compel attendance of witnesses and the
production of documents at the hearing. The parties, their
representatives and participants and the arbitrator will
hold the existence, content and result of the arbitration in
confidence, except to the limited extent necessary to
enforce a final settlement agreement or to obtain or enforce
a judgment on an arbitration decision and award. Any
Disputes relating to your failure to pay billed charges for
the Services are exempt from the requirement of binding
arbitration. You agree that Karlin will be entitled to
obtain preliminary injunctive relief to enforce any of the
terms of this Agreement against you pending a final
determination in arbitration.
13. SEVERABILITY AND INTEGRATION
Unless otherwise specified herein, this Agreement under
which you are authorized to use the Services (as such
obligations are set forth in Section 1), constitutes the
entire agreement between you and Karlin with respect to the
website and the Services, and supersedes all other prior or
contemporaneous communications and proposals (whether oral,
written, or electronic) between you and Karlin with respect
to the website and the Services. If any part of this
Agreement is held invalid or unenforceable, that portion
will be construed in a manner consistent with applicable law
to reflect, as nearly as possible, the original intentions
of the parties, and the remaining portions will remain in
full force and effect.
14. TERMINATION
Karlin reserves the right, in its sole discretion, to
terminate your access to all or part of the website, with or
without notice.
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