The parties to these Terms are you, as a User, and the Company. All references to “we,” “us,” or “our” will be construed to mean the Company. Your access and use of the Site constitutes your agreement to be legally bound by these Terms and establishes a contractual relationship between you and the Company. If you are not acting on behalf of yourself as an individual, then “you,” “your,” and “yourself” means your company or organization or the person you are representing.
Modification of Terms
The Company may change these Terms, at any time, without prior notice to you, by posting a new version. The new version will become effective on the date it is posted, which will be listed at the top of the Terms as the Effective Date. If any modification is unacceptable to you, your only recourse is to terminate these Terms. If you terminate these Terms, you are not entitled to a refund to any part of your prepaid fees. Your continued use of this Site following our posting of amended Terms or providing you a notification of modification will constitute binding acceptance.
The Site is a platform designed to provide a communication portal to match and connect users who have registered as buyers of grocery anchored properties (“Buyers”) with those who have registered as sellers or premium sellers of grocery anchored properties (“Sellers”) and users. (Buyers and Sellers may be referred to collectively as “Users” or individually as a “User”).
Interactions with other Users
The Site is only a venue that allows Sellers and Buyers to match and connect with each other. The Company is not involved in the actual transactions of Sellers and Buyers. As a result, the Company does not have any control over the truth or accuracy of the information provided by any User through the Site. The Company cannot ensure that a Buyer or Seller is who he/she purports to be or that a Buyer or Seller will actually complete an arranged transaction.
You are solely responsible for your interactions with other Users. The Company is not responsible for the conduct, whether online or offline, of any User. It is possible for others to obtain personal information about you due to your use of the Site and other Users may use your personal information, obtained through the Site, to harass or injure you. The Company is not responsible for how other Users may make use of the personal information you provide to the Site.
By using the Site, you agree that you are at least eighteen (18) years old.
No Implied Endorsements
References to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation of such, or any affiliation with, by the Company or the Site.
Interruption of Services
The services the Site provides may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers, or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, on the Site, or any website or any combination thereof, including injury or damage to User’s device related to or resulting from using the Site and/or in connection with the services provided by the Site.
- By using the Site, you agree (a) that you are at least eighteen years old and have the capacity to agree to these Terms; (b) to provide accurate, current, and complete information when you create an account; (c) to maintain the security of your password and identification; and (d) to accept all risks associated with dealing with strangers you meet online.
- You will be granted authorized login credentials for the services and you agree that you are the sole authorized User of your account. You may not authorize others including, but not limited to, other agents and individuals within your organization, to use your User account or login credentials and you may not assign or otherwise transfer your account to any other person or entity. If you are found to be in violation of this provision (i.e., you allow others to use your account/login credentials), your membership will be immediately revoked and the memberships of everyone else in your organization will be immediately revoked. No refunds will be issued to you or anyone else in your organization. You are responsible for maintaining the confidentiality of any password provided by you or the Company for accessing the Services.
- You are not authorized to (i) resell, sublicense, transfer assign, or distribute any content from the Site; (ii) modify or make derivative works based upon the Site, services, or content; (iii) “frame” or “mirror” the Site, it services, or its content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Site’s enabling software for any purpose.
- You are not authorized to use the Site for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable or outside the scope of our services. The designation of any such materials is at our sole and absolute discretion.
- You are entirely responsible for all content you upload, post, or otherwise transmit through your use of the Site. You agree to use the Site in a manner that is lawful, relevant, and proper to the applicable forum. Any use of the Site that the Company, in its sole and absolute discretion, deems inappropriate or offensive may result in a suspension and/or termination of a User with or without notice.
- By using the Site, you understand and agree the Company may rely on the above Requirements, representations, and warranties as true and to continue to abide by these and any revisions to these Requirements in the future.
- You authorize the Company to verify your representations and warranties and you acknowledge and agree that the Company has the right, but not the obligation, to verify such information. You further agree that the Company may take any such action as it, in its sole and absolute discretion, deem appropriate, including but not limited to, suspending and/or terminating your account.
- Users are solely responsible for the information they provide through the Site. Your use of the Site is at your own risk. The Company will not be responsible for any decisions for whatever reason, you make with regard to any User. The Company does not make any representations regarding the accuracy or validity of any User-provided information.
- Despite any other provision of these Terms, you acknowledge and agree that the Company neither confirms nor denies the validity of any information provided by Users. You understand and agree to make your own decisions and assessments about Users with which to enter into transactions.
The material provided on the Site and via our services is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by us and/or others. Except for the limited rights granted herein, all other rights are reserved.
You acknowledge our claim that our Site and its services embody logic, design, and coding methodology, which constitute valuable confidential information that is proprietary to us and our licensors (“Confidential Information and Trade Secrets”). You agree to (i) not use or disclose the non-public information regarding the services as expressly provided herein, and (ii) to safeguard the right to access the Site using the same standard of care which you use for your similar confidential materials, but in no event less that reasonable care.
Your Rights under the Defend Trade Secrets Act of 2016
Nothing in these Terms is intended to prohibit you from exercising your rights under the United States Defending Trade Secrets Act of 2016. You have the right to disclose our Confidential Information and Trade Secrets in each of the following circumstances without incurring criminal or civil liability. You may disclose our Confidential Information and Trade Secrets: (i) in confidence to a federal, state, or local government entity, or to an attorney, solely for the purpose of reporting a suspected violation of law or in an investigation of a suspected violation of law, or in a legal proceeding under seal, and (ii) you may disclose our Confidential Information and Trade Secrets in a complaint or other document filed in a lawsuit or other proceeding provided that the filing is made under seal. This includes a lawsuit you may file for retaliation by us for your reporting a suspected violation of law to a government entity. You may not otherwise disclose any Confidential Information or Trade Secret except pursuant to a court order.
When you register for membership, we will immediately charge your credit card at the rate posted on the Site at that time. Membership fees are never refundable.
We reserve the right to change our membership fees at any time. In addition, we will not make any adjustments to your account if our fees are reduced for any reason after your registration.
The term of your membership will be specified during the registration process. Unless you or the Company cancels within the Specified Cancellation Period (defined below) before the expiration of your current term, we will automatically renew your membership each month at the then-current rate at the expiration of each term. We will charge your credit card with the applicable membership fee and any taxes that may be imposed on that fee. Once you have cancelled your membership, you may be charged for one additional month due to lags in payment processing. “Specified Cancellation Period” means at least thirty (30) days prior to expiration of an annual term and at least five (5) business days prior to expiration of a monthly term.
If you wish you cancel your membership, notify us using the contact information at the end of these Terms within the Specified Cancellation Period.
You agree that we may terminate your account and access to the Site for cause without prior notice, upon the occurrence of any of the following: (i) any material breach of this Agreement, including without limitation, your material misrepresentation of any listed property, any failure to pay fees as they become due, or any unauthorized use of the Site; or (ii) requests by law enforcement or other government agencies. Termination of your account includes: (i) removal of all access to the Site, and (ii) deletion of your login data, password, and all related information. Furthermore, you agree that all terminations will be made in our sole and absolute discretion, and that we will not be liable to you or any third-party for any termination of your account or access to the Site. If we elect to terminate these Terms for cause, we shall not refund any prepaid fees to you.
Your Account-Related Responsibilities
You are responsible for maintaining the confidentiality of your username, password, and any additional information that we may provide regarding accessing your account. If you knowingly share your login credentials with another person who is not authorized to use the Site, these Terms are subject to termination for cause. You agree to immediately notify us of any unauthorized use of your user credentials, your account, or any other breach of security.
Membership Fees; Periodic Payment; ROSCA Disclosures
- You agree to pay membership fees as specified in the registration process. Payment of membership fees may be paid by credit card online on the Site. Fees are non-refundable, unless expressly provided otherwise on the Site. If, for any reason, we are unable to charge your credit card, you agree that we may pursue all available remedies to pursue payment, including without limitation, suspension or termination of your account and rights to all this Site.
- In accordance with the Restore Online Shoppers Confidence Act (ROSCA), you hereby authorize the Company to charge the credit card used in the registration process, as follows: charges will made annually, for the dollar amount, and the billing periods that are specified in the registration process. If the credit card authorization fails, we will request updated credit card information. However, if you do not provide updated credit card information that successfully authorizes within seventy-two (72) hours after notice, we may terminate your account and all rights to the Site.
- We will email you a notice after payment that will also provide you with a simple mechanism for canceling all future payments.
License Grant for Content
Subject to these Terms, you are granted non-exclusive rights to download and use the content available for download from this site (“Content”) only for your own internal business purposes.
Use Restrictions for Content
You may copy, modify, and transfer the Content to others provided that you do not remove or obscure any proprietary rights notices or labels on the Content. You are not authorized to resell, sublicense, or use the Content for any commercial purpose.
Except as may be provided in any separate written agreements signed by the parties, the services, content, and/or products on this Site are provided “as-is” and “as-available,” and neither we nor any of our licensors make any representation or warranty with respect to such products, services, and/or content. Except as my be provided in any separate written agreement signed by the parties or separate agreement originating from this Site, the Site and its licensors specifically disclaim, to the fullest extent permitted by law, any and all warranties, express or implied, relating to the Site or its services or Content, including, but not limited to, implied warranties of merchantability, completeness, timeliness, correctness, non-infringement, or fitness for any particular purpose. This Site and its licensors do not represent or warrant that this Site or its services and Content: (i) will be secure, timely, uninterrupted, or error-free or operate in combination with any other hardware, software (including but not limited to internet browsers), system, or data; (ii) will meet your requirements or expectations; or (iii) will be free of viruses or other harmful components. We do not warrant that the Site will be uninterrupted, error-free, or 100% secure. These disclaimers constitute an essential part of these Terms. No use of the Site is authorized excepted under these disclaimers. If implied warranties cannot 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 of Liability
In no event will either party’s aggregate liability exceeds the amounts actually paid by and/or due from you in the six (6) month period immediately preceding the event giving rise to such claim. In no event will either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential, or other damages of any type or kind (including loss of data and/or unauthorized access or acquisition of data, revenue, profits, use or other economic advantage) arising out, or in any way relating to the Site, including without limitation, the use or inability to use the Site or for any Content obtained from or through the Site, any interruption, inaccuracy, error or omission, regardless of cause, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.
You agree to indemnify and hold the Company harmless from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys’ fees) occurring from or related to: (i) your use or misuse of the Site; (ii) acts and omissions on or off the Site; (iii) violation of these Terms; (iv) violation of any law or regulation; (v) violations of any rights of a third party including, but not limited to, other Users, or allegations thereof; (vi) inaccurate untimely, incomplete, or misleading Registration Data; (vii) misstatements or misrepresentations; (viii) any claim or damages arising as a result of any of your content or anything submitted via your account; (ix) any other’s party access and use of the Site with your unique username and password; or (x) any and all claims or damages (alleged or actual) that arise as a result of a transaction between you and any other User. This indemnification extends to all of the Company’s agents, affiliated companies, employees, contractors, directors, and officers, as well as anyone involved in creating or providing services to the Company. The Company may assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In this case, you agree to cooperate in asserting any available defenses.
Intended for Use only in Legal Jurisdictions
The Site is intended for use only within jurisdictions where its use is legal. Access to the Site from locations where its Contents are illegal is not authorized.
Onward Transfer of Personal Information
Any personal information which we may collect on this Site will be stored and processed in our servers located only in the United States. If you reside outside the United States, you consent to the transfer of your personal information outside your country of origin to the United States.
Registration is required for you to establish an account at this Site. You agree (i) to provide certain, current, complete, and accurate information about you as prompted to do so by our online registration form (“Registration Data”), and ii) to maintain and update such Registration Data as required to keep such information current, complete, and accurate. You warrant that your Registration Data is and will continue to be accurate and current, and that you are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current, or incomplete, we retain the right, in our sole and absolute discretion, to suspend or terminate rights to use your account. Solely to enable us to use information you supply us internally, so that we are not violating any rights you may have in that information, you grant to us a nonexclusive license to (i) convert such information into digital format such that it can be read, utilized, and displayed by our computers or any other technology currently in existence or hereafter developed capable to utilizing digital information, and (ii) combine the information with other content provided by us in each case by any methods or means in any medium whether now known or hereafter devised.
Your Postings and Content
- If we provide you the opportunity to post or upload content, we will not treat information that you post or upload as private or confidential. We have no obligation to monitor posts to this site or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material, that in our sole and absolute discretion, is not appropriate. Posting, transmitting, promoting, using, distributing, or storing content that could subject us to any legal liability, whether in tort or otherwise, is prohibited, including, but not limited to, information and material protected by copyright, trademark, trade secret, nondisclosure, or confidentiality agreements, or other intellectual property rights, and material that is obscene, defamatory, constitutes a threat, or violates export control laws.
- You agree that if you are providing building sales comparables (“Comps”), the Comps were independently generated by you using first-hand reliable information either from first-hand knowledge or from your association with an organization that has first-hand knowledge. Furthermore, you agree that none of the Comps you are providing are from any third-party source or service.
- If we provide you the opportunity to post or upload your content, you retain all rights and ownership in your content. We make no claim of ownership to your content; however, we do need certain rights (a license) to use your content to enable our services. If you upload or submit your content, you grant to us and any of our affiliated entities a worldwide, perpetual, transferable, assignable, sublicensable, non-exclusive, irrevocable, fully-paid, royalty-free right and license (i) to use for any purpose reproduce, modify, and create derivative works based on your content, and (ii) to host, publish, distribute, publicly display, and publicly perform your content and derivative works in all methods and means of distribution and publication, now known or hereafter developed.
Defamation; Communications Decency Act Notice
The Site is a provider of “interactive computer services” under the Communications Decency Act, 47 U.S.C. § 230 and, as such, our liability for defamation and other claims arising out of any postings to the Site by third parties is limited as described therein. We are not responsible for content or any other information posted to the Site by Users. We neither warranty the accuracy of such postings or exercise editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by Users or liability in connection with those postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.
No Responsibility for User-Supplied Content
Although these Terms restrict the kinds of content that Users may post and explicitly require the content be accurate, complete, and non-infringing, we cannot control the actions of others. We neither warranty the accuracy of such content or exercise editorial control over such content. As such, we assume no legal obligation for editorial control of content posted by Users or liability in connection with the content, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings or investigating or verifying that such content including, but not limited to, Comps is non-infringing or independently derived and/or created.
The Company respects the intellectual property rights of others and expects you to do the same. The Company will remove all infringing content if properly notified that it infringes third-party copyrights, and may do so, at its sole discretion, without prior notice at any time. Under the United States Digital Millennium Copyright Act of 1998 (the “DMCA”), it is the Company’s policy to respond expeditiously to copyright owners who believe content infringes their rights. The Company reserves the right to remove any content without prior notice to you, any other User, or any third party. If you believe that content made available through the Site infringes your copyright, you may send us a notice requesting that it be removed or that we block access to it. If you believe that such a notice has been filed wrongfully against you, the DMCA lets you send us a counter notice. Notices and counter notices must meet DMCA’s requirements. We suggest that you consult your legal advisor before filing a notice or counter notice. Be aware that there can be substantial penalties for false claims. Notices and counter notices may be sent to our copyright agent at [email protected] It is our policy, in appropriate circumstances, to terminate the account of any user who has committed multiple infringements.
You are solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your link to the internet. We will implement reasonable and adequate security procedures consistent with prevailing industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the foregoing obligations, you agree that we will not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means; or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time. We will promptly report to you any unauthorized access to your data promptly upon discovery by us and we will use diligent efforts to promptly remedy any breach of security that permitted such unauthorized access. In the event notification to persons included in your data is required, you will be solely responsible to any and all such notifications at your expense.
We may give notice to you by means of (i) a general notice in your account information, (ii) by email to you email address on record in your Registration Data, or (iii) by written communication sent by first class mail or prepaid post to your address on record in your Registration Data. Such notice will be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or prepaid post) or twelve (12) hours after sending (if sent via email). You may also give notice to us (such notice will be deemed given when received by us) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows:
Grocery Anchored, LLC
Attention: President of the Company
4351 Anson Lane, #202
Orlando, FL 32814
Notice will not be effective unless sent in accordance with the above requirements.
Governing law and jurisdiction
- Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to these Terms or a breach of these Terms will be submitted and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration will take place in Orlando, Florida, USA, and may be conducted by telephone or online. The arbitrator will apply the laws of the State of Florida, USA, to all issues in dispute. The controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator will be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to $1000.00.
- The courts of Orange County in the State of Florida, USA, and the nearest U.S. District Court in the State of Florida, will be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under these Terms.
- These Terms will be construed under the laws of the State of Florida, USA, excluding rules regarding conflicts of law.
The Company will not be liable for damages or any delay or failure of the Site arising out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
User submissions to the Company
The Company welcomes your feedback with regard to the Site. However, the Company will not accept any creative ideas, suggestions, inventions, or materials other than those we have specifically requested (“Submissions”). If you disregard this stated policy and submit those Submissions anyway, the Submissions will automatically become the property of the Company. None of the Submissions will be subject to any obligation of confidentiality and the Company shall not be liable for its disclosure or use. The Company will have exclusive ownership of all now known or later discovered rights to the Submissions and will be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to you.
- The Site may contain third-party software components that require notices and/or additional terms and conditions. Such required third-party notices and/or additional terms and conditions may be requested from the Company and are made part of and incorporated by reference into these Terms. By using the Site, you are also accepting the additional terms and conditions, if any, required by these third-party component notices and terms and conditions.
If any provision of these Terms is declared invalid or unenforceable, that provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of these Terms and these Terms will continue in full force and effect, and be construed and enforced, as if such provisions had not been included, or had been modified as described above, whichever the case may be.
Those clauses the survival of which is necessary for the interpretation or enforcement of these Terms will continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof.