Last Updated: September 10, 2019

 

PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING www.covepg.com (THE “SITE”). THESE TERMS APPLY TO YOUR USE OF THE SITE. BY ACCESSING AND/OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE.

These Terms are a legally binding agreement between Cove Property Group LLC, its subsidiaries, affiliates, agents and assigns (“us,” “we,” or “our”) and you (“you,” “your”) regarding your use of the Site.  These Terms apply when you access or use any of the functionality provided through the Site and are binding as of the first date you access or use the Site.

1. Changes to Terms

We may make changes to these Terms from time to time. Any changes to these Terms will be posted on the Site and we will indicate the date the Terms were last updated at the top of the updated version of these Terms. You understand and agree that your continued use of the Site after we have made any such changes constitutes your acceptance of the new Terms.  If we make any changes to these Terms that we deem to be material, we will make a reasonable effort to inform you of such changes. However, it is your responsibility to review the Terms posted to the Site from time to time to see if they have been updated.

2. Privacy Policy

Information you provide on or to the Site is governed by our Privacy Policy located at [www.TBD.com], and describes how we collect, use, and/or share such information.

3. Use of the Site

 You agree to use the Site in accordance with these Terms and all laws, rules and regulations.

4. Feedback

 We welcome your comments and feedback regarding the Site (“Feedback”). If you submit any Feedback to us regarding the Site, you are granting us and our licensors a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform or display (publicly or otherwise) such Feedback, in any medium or format. Any Feedback you provide will not be considered or maintained as confidential by us. We may use any Feedback that you provide to us in our discretion and without attribution or compensation to you.

5. Limitation of Liability

IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE,  OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION ARISING OUT OF THESE TERMS EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

6. Intellectual Property Rights

The Site is owned and operated by us and our licensors. All content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, text, data, contents, names, trade names, trademarks, trade dress, service marks, layout, logos, designs, images, graphics, illustrations, artwork, icons, photographs, displays, sound, music, video, animation, organization, assembly, arrangement, interfaces, databases, technology, and all intellectual property of any kind whatsoever and the selection and arrangement thereof (collectively, “Materials”) are owned exclusively by us or our licensors or suppliers and are protected by U.S. copyright, trade dress, patent, trademark laws, international conventions, all other relevant intellectual property and proprietary rights, or applicable laws. We retain all right, title and interest in and to any and all Materials. Without limiting the foregoing, you shall not copy, reproduce, duplicate, publish, or distribute any Materials available on or through the Site in any form or by any means without our (or our licensor’s or supplier’s) express prior written permission.

7. Prohibited Uses

You represent and warrant to us that you will not use the Site for any purpose that is unlawful or prohibited by these Terms.  Access to the Materials and the Site from territories where their contents are illegal is strictly prohibited. You are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.

Additionally, you agree that you will not:

(i)   attempt to gain unauthorized access to the Site, or any part of it, computer systems or networks connected to the Site, or any part of it through hacking or any other means;

(ii)   attempt to decipher, decompile, disassemble, or reverse-engineer any of the code comprising or in any way making up a part of the Site;

(iii)   use or access the Site in any manner that, in our sole discretion, could damage, disable, overburden, or impair the Site or interfere with any other party’s use of the Site;

(iv) take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Site that is unlawful, fraudulent, deceptive, false, misleading, untruthful or inaccurate;

(v)   intentionally interfere with, attempt to interfere with, or damage the operation of the Site by any means;

(vi)   remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any content accessible through the Site, or features that enforce limitations on the use of or access to the Site;

(vii)   obtain or attempt to obtain any Materials through means not intentionally made available through the Site;

(viii)   use or attempt to use any engine, software, tool, agent, other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to access, navigate or search the Site;

(ix)   utilize framing techniques to enclose any trademark, logo, or other Materials without our express written consent; or

(x)   use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent.

If we, in our sole discretion, believe that you may have engaged in any activities restricted by these Terms or by law, we may take actions to protect ourselves, other users, or other third parties from fees, fines, penalties, or any other liability. The actions we may take may include the following:

(i)   we may terminate, suspend, or limit your access to the Site;

(ii)   we may update inaccurate information you provided us;

(iii)  we may refuse to allow you to use the Site in the future;

(iv)  we may take legal action against you; or

(v)   we may hold you liable for any damages we incur in connection with your violation of these Terms or applicable law.

8. Third Party Websites

The Site may provide links or access to other sites and resources on the Internet. We have no control over such sites and resources, and we are not responsible for and do not endorse such sites or resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, events, goods, or services available on or through any such third-party site or resource. Any dealings you have with third parties found while using our Site are between you and the applicable third party, and you agree that we are not liable for any loss or claim that you may have against any such third party.

9. Indemnity

To the fullest extent permitted by law, you agree to indemnify, defend and hold us and our successors, parents, subsidiaries, affiliates, officers, directors, stockholders, investors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns (collectively, the “Indemnified Parties”), harmless from and against any and all claims, liabilities, fines, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties arising out of or relating to (i) your access to, use of or alleged use of the Site; (ii) your violation of the Terms, any representation, warranty, or agreement referenced herein, or any applicable law or regulation; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes between you and any third party.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.  You shall cooperate as fully as reasonably required in the defense of any such claim.  You agree not to settle any matter without our prior written consent.

10. Disclaimers

THE SITE, INCLUDING ALL MATERIALS, INFORMATION, DATA, FEATURES, AND ALL CONTENT ON THE SITE, IS OFFERED AND MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SITE AND WE EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK.

The information contained on the Site is confidential and proprietary and intended only for use by the recipient. The information contained on the Site is not complete, and does not contain certain material information about real estate investments, including important disclosures and risk factors associated with an investment in these types of vehicles, and is subject to change without notice. The Site is not intended to be, nor should it be construed or used as, an offer to sell, or a solicitation of any offer to buy shares or limited partnership interests in any investment managed by us. If any offer is made, it shall be pursuant to offering documents prepared by or on behalf of us which contain detailed information concerning the investment terms and the risks, fees and expenses associated with an investment in that fund.

Investing in any of our investments involves significant risks, including loss of the entire investment. Our investments will be illiquid, as there is no secondary market for interests in any of our investment and none are expected to develop. There will be restrictions on transferring interests in our investment; investments may be leveraged and the investment performance may be volatile. Before deciding to invest in any of our investments, prospective investors should read the associated offering documents and pay particular attention to the risk factors. Investors should have the financial ability and willingness to accept the risk characteristics of any of our investments.

In considering any performance-related information contained on the Site, investors should bear in mind that past or targeted performance is not indicative of future results, and there can be no assurance that any of our investments will achieve comparable results or that target returns will be met.

Except where otherwise indicated on the Site, the information provided on the Site is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof.

The Site may be temporarily unavailable from time to time for maintenance or other reasons. We do not assume any responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, unauthorized access to, or alteration of, your communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Site, or any combination thereof, including injury or damage to you or to any other person’s computer related to or resulting from your access to or use of the Site.

11. Termination

You agree that we, in our sole discretion, may suspend or terminate your use of the Site, and remove or discard any content on the Site, for any reason, including for lack of use, or if we believe that you have violated these Terms. Any suspected fraudulent, abusive, or illegal activity may be referred to the appropriate law enforcement authorities. You acknowledge and agree that we may terminate your access to the Site without prior notice to you. You agree that we will not be liable to you or to any third party for our termination of your access to the Site.

12. Arbitration

A. Mandatory Arbitration.YOU AND WE AGREE TO SUBMIT ANY AND ALL DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE (each, a “Dispute”) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”).  You and we waive the right to a trial by jury and any right to have a Dispute heard in court.

In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, arbitration is more limited than in court, and the arbitrator’s decision is subject to limited review by courts. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. A single arbitrator with the American Arbitration Association (“AAA“) will conduct the arbitration, and the award may not exceed the relief allowed by applicable law. The arbitration will be conducted in the county of your residence or another mutually agreed location. The AAA’s Consumer Arbitration Rules will apply. If AAA will not apply those rules, then AAA’s Commercial Arbitration Rules will apply. The AAA’s rules and a form that can be used to initiate arbitration proceedings are available at http://www.adr.org. You and we agree that if for any reason AAA will not conduct or becomes unavailable to conduct the arbitration, then a court may appoint a substitute arbitrator, and further agree that the choice of AAA as a forum is not integral to the Arbitration Agreement.

The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), and these Terms, except that a court will resolve any question regarding the validity or enforceability of the class action waiver set forth in Section B of this Arbitration Agreement. The term “Dispute” and the requirement to arbitrate will be broadly interpreted.

B. Arbitration Class Action Waiver.You and we agree that the arbitration will be conducted solely on an individual basis and not on a class, representative, consolidated, or private attorney general basis. A Dispute may not be consolidated with a claim brought or discovery by any person or entity that is not a party to the arbitration proceeding. The arbitrator may not award relief to any person or entity other than a party to the arbitration proceeding and may only award such relief as is necessary to provide relief to a party to the arbitration proceeding. If a court deems any portion of this Section B invalid or unenforceable, then Sections A and C of this Arbitration Agreement will be null and void.

C. Fees and Costs in Arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse you for those fees up to $7,500, unless the arbitrator determines the claims are frivolous.  Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

D. Non-Arbitration Class Action and Jury Waiver.You and we agree that if for any reason a Dispute proceeds in court rather than arbitration: (1) you and we waive any right to a jury trial; (2) the Dispute will proceed solely on an individual, non-class, non-representative basis; and (3) neither you nor we may be a class representative or class member or otherwise participate in any class, representative, consolidated, or private attorney general proceeding.

E. NOTWITHSTANDING anything to the contrary in this Section, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THIS ARBITRATION Agreement WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE YOU Accept these Terms, OR (2) THE DATE YOU FIRST SIGNED AN AGREEMENT WITH US THAT CONTAINED AN ARBITRATION PROVISION.  The opt-out notice must be postmarked no later than the applicable deadline and mailed to: Cove Property Group, 501 Madison Avenue, Floor 5, New York, NY 10022.  The opt-out notice must state that you do not agree to this Arbitration Agreement and must include your name, address, phone number and email address. This procedure is the only way you can opt out of this Arbitration Agreement, and failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void. If you opt out of the arbitration provision, all other parts of this Arbitration Agreement will continue to apply.

13. Survival

The following Sections shall survive termination of these Terms: Sections 1, 3 – 7, 9 – 15, and any other provision that by its terms survives termination of these Terms.

14. General

You may not assign or transfer the Terms or your rights hereunder, in whole or in part, for any reason without our prior written consent.  We may assign the Terms or any of our rights or obligations hereunder at any time without your consent.  The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.  Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.  In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.

15. Contact Information

If you have any questions regarding us, the Site, or the Terms please contact us at:

Name:  Cove Property Group

Address: 501 Madison Avenue, 14^th Floor, New York, NY 10022

Telephone:  212-257-4120