The terms and conditions of use set forth herein in this Terms of Use Agreement (the “Agreement”) apply to the end user’s (“You”, “Your” and “User”) use of the FCCwebsite at the URL fordcapitalcorp.com (the “Website”), including related websites linked to this Website, which is provided by Ford Capital Corp. (“FCC”).
PLEASE READ THESE TERMS AND CONDITIONS OF — USE CAREFULLY BEFORE USING THE SITE.
1. LICENSE
1.1 Ford Capital Corp (“FCC”) hereby grants you a limited, non‑exclusive license to access and browse the Website solely in accordance with the terms and conditions set forth herein. By using the Website, you represent and warrant that you have read, understand and agree to each of the terms and conditions of use without limitation or qualification, and agree that these terms and conditions apply to your use of the Website. If you do not agree to these terms and conditions of use, you should not use the Website and any such use is on an “As Is” basis. FCC may revise the terms of this Agreement from time to time by posting the revised terms on the web site, with the revised terms taking effect as of the date posted. Your continued access to and use of the Website by you shall be deemed to constitute acceptance of such revised terms.
2. RESTRICTIONS ON — USE
2.1 Unless otherwise expressly noted, all information and materials, including, without limitation, source code, images, illustrations, designs, icons, photographs, video clips, and written and other materials, that are part of the Website may be copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by FCC and/or its affiliates or other parties. No material from the Website may be copied (except as a temporary Internet file created as a result of regular browsing of the Website), reproduced, republished, uploaded, posted, transmitted or distributed in any way. You may not distribute, modify, transmit, reuse, repost, or use the content of the Website, including, without limitation, any text, images, audio or video, for public or commercial purposes without FCC’s prior written consent. You acknowledge and agree that your use of the information or materials for any purpose other than expressly permitted herein will violate the copyright and/or intellectual property rights of FCC and/or its affiliates or other protected parties.
2.2 All trademarks, service marks, trade names and logos displayed on this Website and all intellectual property and proprietary rights in the Website and the information provided therein are the valuable property of FCC, its affiliates and/or others. Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark, service mark, trade name or logo displayed on this Website, which use by you without the written permission of FCC or such other third party who may own such trademark, service mark, trade name or logo is strictly prohibited. Any unauthorized copying, using, modifying, or distributing the Website, in whole or in part, will cause irreparable harm and damage which may not be recoverable at law and, accordingly, FCC, its affiliates and/or such other third party shall be entitled to injunctive relief to enforce the terms herein concerning the restrictions on use, disclosure and transfer, in addition to its other remedies under this Agreement, at law and/or in equity.
2.3 Any unauthorized use of any trademark, service mark, trade name or logo displayed on this Website may violate, among other things, copyright, trademark, trade secret or other intellectual property laws of the United States and foreign countries, the laws of privacy and publicity, and communications regulations and statutes. If you download or print any information materials from this Website, you agree that you will not copy or modify it or remove or obscure any trademark, copyright or other notices, disclaimers or legends contained in any such information, materials.
2.4 Your access to and use of the Website (i) is limited to the Website and the materials and information provided thereon and you have no right to, and you agree not to attempt to use (except for the sole purpose of browsing the Website), copy (other than as a temporary Internet file), disclose, modify or otherwise access in any manner the software and computer programming code that operates the Website or any other portion of FCC’s or its service providers’ websites, and (ii) shall comply with this Agreement and all applicable law (it being agreed that any attempt by you to evade, or attempt to evade, any restrictions or limitations imposed under applicable law shall constitute a material breach of this Agreement).
2.5 You acknowledge that the Website is hosted or otherwise provided by one or more service providers to FCC, and you agree to be bound by and abide by the terms and conditions of use, including user agreement and privacy policy, posted by such service providers on the Website if applicable. You further agree to indemnify FCC for any breach by you of such service provider’s terms and conditions.
3.SECURITY
3.1 You acknowledge that you may access the Website through the World Wide Web or other Internet service which is not necessarily secure, and that communications transmitted over the Internet may be accessed by unauthorized or unintended third parties. FCC does not warrant that any such system or communication is secure. Communications to FCC, particularly those containing confidential information, may be sent by mail to:
ATTENTION: webmaster
Two Jericho Plaza, Suite 110,
Jericho, NY 11753
4. DISCLAIMERS
4.1 FCC is providing you access to the Website as a matter of convenience to you and makes no representations or warranties regarding the timeliness or accuracy of the Website or information provided therein.
4.2 NOTHING CONTAINED IN THE WEBSITE CONSTITUTES INVESTMENT ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN THE WEBSITE CONSTITUTES A SOLICITATION OR OFFER BY FCC OR ITS AFFILIATES TO BUY, SELL OR LEASE ANY REAL ESTATE INVESTMENT TRUST (REIT), REAL ESTATE PROPERTY, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS, NOR SHALL ANY SUCH PROPERTY OR FINANCIAL PRODUCT BE OFFERED OR SOLD TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, PURCHASE, SALE OR LEASE WOULD BE UNLAWFUL UNDER THE APPLICABLE LAWS OF SUCH JURISDICTION. DECISIONS BASED ON INFORMATION CONTAINED ON THE WEBSITE ARE THE SOLE RESPONSIBILITY OF YOU AS THE VISITOR OF THE WEBSITE, AND IN EXCHANGE FOR USING THE WEBSITE, YOU AGREE TO HOLD FCC AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.
4.3 — USE OF THE WEBSITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FCC AND ITS AFFILIATES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON‑INFRINGEMENT OF PATENTS, COPYRIGHTS OR PROPRIETARY RIGHTS OF OTHERS. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER FCC NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION OR WARRANTY (EITHER EXPRESS OR IMPLIED): (I) THAT DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED, (II) THAT THE WEBSITE OR THE SERVER(S) THAT MAKES THE WEBSITE AVAILABLE ARE OR WILL BE FREE OF VIR– USES OR OTHER HARMFUL COMPONENTS; (III) REGARDING THE — USE OR THE RESULTS OF THE — USE OF ANY OF THE INFORMATION OR MATERIALS IN OR ACCESSED THROUGH THE WEBSITE (INCLUDING, WITHOUT LIMITATION, IN TERMS OF THE CORRECTNESS, ACCURACY OR RELIABILITY THEREOF OR OTHERWISE); OR (IV) REGARDING THE TIMELINESS, TRUTHFULNESS, SEQUENCE, ACCURACY, COMPLETENESS, OR FREEDOM FROM INTERRUPTION OF THE INFORMATION, MATERIALS, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE OR ANY IMPLIED WARRANTIES ARISING FROM TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.
4.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FCC AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL LIABILITY WHATSOEVER FOR ERRORS AND OMISSIONS IN ANY INFORMATION OR MATERIALS, AND FOR ANY — USE OR INTERPRETATION BY OTHERS OF ANY INFORMATION OR MATERIALS, CONTAINED IN OR ACCESSIBLE THROUGH THE WEBSITE. WITHOUT LIMITING AND IN ADDITION TO THE FOREGOING, BY ACCESSING THE WEBSITE, YOU (AND NOT FCC OR ANY OF ITS AFFILIATES) ASSUME THE ENTIRE COST AND EXPENSE OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY SUCH INFORMATION OR MATERIALS.
4.5 The Website may provide links to certain websites sponsored and maintained by third parties. Such websites are publicly available, and FCC is providing access to such websites through the Website solely as a convenience to you. The content and terms of use of other websites, services, goods or advertisements that the Website may link to is not maintained or controlled by FCC, and FCC makes no representations or warranties concerning the foregoing. Furthermore, the fact that the Website provides such links does not constitute any endorsement, authorization or sponsorship of such websites or their sponsors by FCC, nor is there any affiliation between FCC and such sponsors, and such sponsors do not endorse, authorize or sponsor the Website. Moreover, FCC is in no way responsible for the availability, content or accuracy of other websites, services, goods or advertisements that the Website may link to, and does not make any warranty, express or implied, with respect to the use of the links provided on the Website or guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked to the Website. You understand and agree that you will use or rely on such websites solely at your own risk and that FCC does not grant to you any rights in respect of such websites. Any company information, price information, return estimates or indications of past performance on the Website are for information purposes only and do not guarantee future performance. You agree to comply with the terms and conditions of use of all websites that the Website links to, and agree to indemnify FCC for any breach thereof.
5. SEC MATERIALS
5.1 Certain information provided through the Website has been filed with the Securities and Exchange Commission (“SEC”) (such materials being referred to as “SEC Materials”). The SEC Materials and other public disclosures contained in or accessible through the Website may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may include, without limitation, statements containing the words “anticipates”, “believes”, “expects”, “intends”, “future”, and words of similar import which express FCC’s beliefs, expectations or intentions regarding future performance or future events or trends. While forward-looking statements reflect good faith beliefs, they are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements as a result of factors outside of FCC’s control. Certain factors that might cause such a difference include, but are not limited to, the following: real estate investment considerations, such as the effect of economic and other conditions in general and in FCC’s market areas in particular; the financial viability of FCC’s tenants; the continuing availability of suitable acquisitions, and development and redevelopment opportunities, on favorable terms; the availability of equity and debt capital in the public and private markets; changes in interest rates; the fact that returns from development, redevelopment and acquisition activities may not be at expected levels; inherent risks in ongoing development and redevelopment projects including, but not limited to, zoning, land use and regulatory contingencies, cost overruns resulting from weather delays, changes in the nature and scope of development and redevelopment efforts, and market factors; the need to renew leases or re-let properties upon the expiration of current leases; and the financial flexibility to refinance debt obligations when due. FCC does not intend, and disclaims any duty or obligation, to update or revise any forward-looking statements contained in or accessible through the Website to reflect any change in expectations, change in information, new information, future events or other circumstances on which such information may have been based.
6. LIMITATION OF LIABILITY
6.1 FCC SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES WITH RESPECT TO THE WEBSITE, MATERIALS OR INFORMATION PROVIDED THEREON, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR (I) THE CORRECTNESS, QUALITY, ACCURACY, RELIABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS, CONTINUED AVAILABILITY OF THE WEBSITE, MATERIALS OR INFORMATION; (II) DELAYS OR FAILURE TO PROVIDE THE WEBSITE, MATERIALS OR INFORMATION, OR INTERRUPTIONS IN THE AVAILABILITY THEREOF; (III) ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES; OR (IV) LOSS OF DATA.
6.2 FCC SHALL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST OR ANTICIPATED PROFITS) ARISING OUT OF THE — USE OF, DEFECT IN, OR THE INABILITY TO — USE THE INFORMATION AND MATERIALS IN OR ACCESSIBLE THROUGH THE WEBSITE, EVEN IF FCC OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FCC’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
7. TERMINATION
7.1 These terms are effective until terminated by FCC, provided that you may terminate these terms at any time only by destroying all information and materials obtained by you or on your behalf from the Website and all related documentation and all copies, modifications and installations thereof, whether made under these terms or otherwise. Such termination by you will not be effective if FCC, in its sole discretion and without notice to you or otherwise, determines that you have failed to comply with any term or provision of these terms. Upon any termination of these terms, you must destroy all information and materials obtained by you or on your behalf from the Website and all copies and installations thereof, whether made under the terms of these terms or otherwise.
8. LAW & JURISDICTION
8.1 Unless otherwise specified, the materials and information on or accessible through the Website are presented solely for use in the United States, its territories, possessions, and protectorates. The Website is controlled and operated by FCC from its offices within the State of New York, United States of America. Neither FCC nor any of its affiliates makes any representation that materials in or accessible through the Website are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Website from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws, if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Website is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject FCC or any of its affiliates to any registration or other requirement within such jurisdiction or country.
8.2 This Agreement is governed by the laws of the State of New York without application of the principles of conflicts of law. Each party submits to the jurisdiction of the State and Federal Courts located in New York City, Borough of Manhattan, for any action or proceeding relating to this Agreement, and expressly waives any objection it may have to such jurisdiction or the convenience of such forum.
9. MISCELLANEOUS
9.1 This Agreement (as revised from time to time) constitutes the entire agreement and understanding of you and FCC regarding the subject matter hereof, and supersedes all previous agreements with respect thereto. There are no covenants, representations or warranties not herein expressly set forth. This Agreement may not be amended or modified unless by written instrument signed by FCC.
9.2 No delay by FCC in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any waiver or any single or partial exercise of any right under this Agreement, preclude any other or further exercise thereof or any other right under this Agreement. FCC’s rights and remedies under this Agreement are cumulative and are not exclusive of any rights and remedies provided for by law, in equity or otherwise.
9.3 Section headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement. If any provision of this Agreement is declared void, invalid or unenforceable by a court having competent jurisdiction, this Agreement shall endure and remain in full force and effect except for the part declared invalid or unenforceable by order of such court.