Terms Of Use — Witkoff

TERMS AND CONDITIONS

1. Acceptance of Terms. Your access to and use of this Web site (this "Site") is subject to your compliance with and acceptance of the following terms and conditions (the "Terms and Conditions") and all applicable laws. Witkoff ("WITKOFF") may revise these Terms and Conditions at any time by updating this posting. Your continued use of this Site is contingent upon your agreement to be bound by any such revisions. You can view the most current version of the Terms and Conditions at any time by visiting this Web page. Please note that Web sites launched by any affiliates, subsidiaries or divisions of WITKOFF may be governed by separate terms and conditions.

2. Use of Information on this Site. Any use of this Site is for your personal use only. Other than content you own, which you may have opted to include on this Website, under these Terms, WITKOFF and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website. WITKOFF authorizes you to copy any portion of this Site, which is not the property of third parties, provided that such use shall be for non-commercial use only by you or any person within your organization. In consideration of this authorization, you agree that any copies of information obtained from this Site shall retain all copyright and proprietary notices contained therein and you agree that all artwork, including graphics and logos, shall not be used separately from accompanying text as depicted in this Site. Any other use of materials contained on this Site, including, without limitation, reproduction, distribution, modification, adaptation and republication without the written permission of WITKOFF is expressly prohibited.

3. WITKOFF Privacy Policy. Any and all personal information posted to this Site is subject to our Privacy Policy, found by clicking on the "Privacy Policy" link on the footer of this Web site.

4. User Conduct. You are expressly and emphatically restricted from all of the following:

1. publishing any Site material in any media;

2. selling, sublicensing and/or otherwise commercializing any Site material;

3. publicly performing and/or showing any Site material;

4. using this Website in any way that is, or may be, damaging to this Site;

5. using this Website in any way that impacts user access to this Site;

6. using this Site contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Site, or to any person or business entity;

7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Site, or while using this Site;

8. using this Site to engage in any advertising or marketing;

Certain areas of this Site are restricted from access by you and WITKOFF may further restrict access by you to any areas of this Site, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Site are confidential and you must maintain confidentiality of such information.

5. Links. Links contained in this Site are intended for informational purposes only. WITKOFF has no control over such Web sites, makes no representations about such Web sites, does not endorse such Web sites and assumes no responsibility for any content or materials on or available from such Web sites.

6. Witkoff.com utilizes Google Map functionality in various sections of the desktop and mobile websites to provide you with the ability to locate and obtain directions to our properties and nearby attractions. While utilizing these maps, you agree to Google’s Terms of Use and Privacy Policies. At no time during the use of these maps does WITKOFF gain access to, collect or retain any of your personal or personally identifiable information as further set out in our Privacy Policy.

7. Termination of Access. WITKOFF reserves the right to terminate your access to the Site for any reason. Any termination pursuant to this provision may be without prior notice and you agree that WITKOFF shall not be liable to you for such termination.

8. Disclaimer of Warranties. This site is provided on an "as is" basis. WITKOFF expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, course of dealing or usage of trade and non-infringement. The information posted at the Site and in emails generated from the Site is given as of the date hereof and WITKOFF assumes no obligation to update or supplement this information to reflect any facts or circumstances which may hereafter come to its attention or any changes in laws which may hereafter occur. WITKOFF makes no warranty that (i) the Site will meet your requirements, (ii) the Site will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from the use of the Site will be accurate or reliable, (iv) the quality of the information or materials obtained by you through the Site will meet your expectations, or (v) any errors in the software will be corrected. Any material downloaded or otherwise obtained through the use of the Site is done at your own risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download or receipt of any such material. No advice or information, whether oral or written, obtained by you from WITKOFF or the Site shall expressly create any warranty not expressly stated in the Terms and Conditions.

9. Limitation of Liability. Neither WITKOFF nor any of its officers, directors and employees shall be liable for any direct, indirect, special, reliance, consequential or exemplary damages, including, but not limited to, loss of profits or data, loss of or damage to property, claims of third parties or any other damages whatsoever, whether arising as a contract, negligence or tort action, in connection with the use of, or the inability to use, the Site.

10. Indemnification. You hereby indemnify to the fullest extent WITKOFF from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

11. Governing Law. Any dispute arising by virtue of your access to or use of this Site or the Services shall be governed by New York law without giving effect to any rules of conflicts of law, and shall be subject to the exclusive jurisdiction of the courts of the county of New York, New York, USA.

12. Trademarks. The trademarks, service marks and logos used on this Site are trademarks of WITKOFF and others. No license or right to use any trademark contained on this Site is granted, whether by implication or otherwise, and any use of any trademark contained on this Site is expressly prohibited unless authorized in writing by the trademark holder.

13. Contact Information. Any questions regarding these Terms and Conditions should be directed to: webinfo@witkoff.com.

14. Severability. If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

15. General Information. The Terms and Conditions constitute the entire agreement between you and WITKOFF and govern your use of the Site and the Services. The failure of WITKOFF to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found to be invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the applicable provision, and the other provisions of the Terms and Conditions shall remain in full force and effect. 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 Site or the Services or the Terms and Conditions must be filed within one (1) year after such claim or cause of action arose. The section headings are for convenience only and have no legal or contractual effect.