TERMS OF USE

Effective: November 4, 2021

Thanks for visiting our website (the “Website”). Please read these terms carefully so that you understand them. This website does not constitute an offer or solicitation to sell securities.

By accessing or using our website, you agree to be bound by these terms and conditions (“Terms of Use”) with Madison Realty Capital (“MRC” or “us”). You represent that you have the authority to agree to these Terms of Use and are of sufficient legal age in your jurisdiction to enter into this agreement. If you do not agree with these Terms of Use, you cannot access or use the Website.

Privacy Policy

Please refer to our Privacy Policy, which describes our privacy practices, including how we collect, use and disclose your personally identifiable information (“Personal Information”).

Website Features

On our Website, you have the option to communicate with us by clicking on the “Contact Us” link or by providing information related to special events sponsored by us. By entering your name, email address, and personal message on our form, and providing any other requested information, you agree that we may contact you electronically or in any other manner about updates, promotions, events, and other marketing information. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications be in writing. Your name and email address, along with other elements that can be used to identify you, constitute your Personal Information.

The Website Does Not Provide Professional Advice

The information provided on this Website is for reference and informational purposes only and is not intended to provide professional advice. Moreover, you acknowledge and understand that the information we provide on this Website is not a substitute for obtaining professional advice from a qualified person, firm, or company. Therefore, you should not rely upon the information provided on our Website in making any decision, including, but not limited to any decision concerning a particular investment or to buy any products or services from us or any other company. The information displayed on this Website, including any prospectus information, is not an offer to sell or a solicitation of an offer to buy any security, service, or product and not intended as legal or tax advice. Please consult your legal or tax professional for proper advice. You agree that accessing our Website does not create a professional or business relationship with you.

Restrictions

You agree you will not post, publish, reproduce, transmit, distribute or otherwise view, use or exploit the Website in a manner that: (1) is inconsistent with these Terms of Use; (2) violates any federal, state or local law, rule, regulation or order, or (3) could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website.

You agree that you will not attempt to interrupt the operation of the Website in any way. You will not impersonate any person or entity, or misrepresent your affiliation with a person or entity, or misrepresent the origin of any information that you provide to us. You agree that your use of the Website will at all times be for a lawful purpose and you agree to comply with all applicable laws and regulations in your use of the Website. Possible evidence of use of the Website for illegal purposes may be provided to law enforcement authorities.

You also agree you will not:

Use any robot, spider, scraper, or other automated data extraction tool or program to access, acquire, copy or monitor the Website;
Use or attempt to use any engine, software, tool, agent, or other device or mechanism to navigate or search the Website, other than the search engines generally available (such as Google);
Upload or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;
Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Website;
Attempt to gain an unauthorized access to any portion of the Website, use the Website for any unlawful purpose, or otherwise interfere or disrupt the Website;
Use the Website for any commercial purpose; or
Remove or obscure any proprietary information on the Website.

Intellectual Property

The Website contains images, graphics, frames, logos, text, code, and other various elements that are protected by copyrights, trademarks, trade secrets, patents, or other proprietary rights, and these rights are valid and protected in all forms, media, and technologies existing now and hereinafter developed. You acknowledge that the Website and any content on it is and will remain our property or the property of our licensors. You agree to comply with all intellectual property laws, and you will not encumber any interest in, or assert any rights to, the Website. You may not modify, transmit, participate in the sale or transfer of, or create derivative works based on the Website, in whole or in part.

Links / No Endorsement of Third Parties

This Website contains an investor link, called “Investor Login,” which allows you to access to a third party data room if you set up an account through the link. MRC’s decision to link to a third party website is not an endorsement of the content, products, or services in the third party website. We do not control these third party websites and expressly disclaim any responsibility for the content, the accuracy of the information, and any products or services available on the third party websites. You acknowledge and understand that the third party data room may also contain links to other websites and that MRC has not investigated or monitored the third party websites for accuracy or completeness. Please be aware that the third-party websites may have different privacy policies and security standards than our Website and that MRC’s privacy policies and security standards apply only to our Website. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by MRC.

Security

MRC protects your privacy related to the Website. MRC maintains appropriate administrative and technical controls to safeguard the security and privacy of your Personal Information.

Termination

MRC may modify, suspend or terminate your use of or access to the Website, at any time, if you fail to comply with these Terms of Use. Such modification, suspension or termination may result in the permanent deletion of your information or other previously available content. In addition, MRC reserves the right, at any time, to modify, suspend or discontinue the Website, or any part of the Website, with or without notice. You agree that MRC will not be liable to you or to any third party for any modification, suspension or discontinuance of the Website, or any part of the Website.

Indemnification

You agree to indemnify, defend (subject to MRC’s right, in its sole discretion, to assume exclusive defense and control), and hold harmless MRC, its partners, consultants, officers, directors, employees, contractors, and advisors from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from (i) any breach of these Terms of Use, (ii) your use or misuse of any material or information posted, provided, transmitted, or otherwise made available by you or by MRC, or (iii) your access or use of the Website.

MRC reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting MRC’s defense of such matter.

Disclaimer of Warranties

USE OF THE WEBSITE IS AT YOUR SOLE RISK. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON OR PROVIDED THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR CONDITIONS. MRC RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO CORRECT ANY ERROR OR OMISSIONS IN ANY PORTION OF OUR WEBSITE, WITH OR WITHOUT NOTICE TO YOU.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MRC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND THAT MRC CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES, MALWARE, OR OTHER DESTRUCTIVE CODE. MRC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR SMART PHONE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE.

WITHOUT LIMITING THE FOREGOING, MRC MAKES NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE WEBSITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL MRC BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE WEBSITE. MRC WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.

TO THE EXTENT ANY OF THE ABOVE LIMITATIONS OF LIABILITY ARE RESTRICTED BY APPLICABLE FEDERAL, STATE, OR LOCAL LAW, SUCH LIMITATIONS WILL NOT APPLY TO THE EXTENT OF SUCH RESTRICTIONS.

Assignment

We may assign these Terms of Use at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense these Terms of Use to anyone else and any attempt to do so in violation of this section shall be null and void.

Disputes

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OUR WEBSITE, OR TO INFORMATION OR SERVICES PROVIDED BY US WILL BE RESOLVED BY BINDING ARBITRATION IN NEW YORK CITY, NEW YORK, RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THE U.S. FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS OF USE.

There is no judge or jury in arbitration and court review of an arbitration award is limited. However, an arbitrator can award, on an individual basis, the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Use as a court would.

To begin an arbitration proceeding, you must submit an arbitration request, including a description of your claim, to info@madisonrealtycapital.com. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

YOU AND MRC EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND MRC EACH WAIVE ANY RIGHT TO A JURY TRIAL.

You also agree that MRC may bring suit in court to enjoin infringement or other misuse of our intellectual property rights.

Governing Law

These Terms of Use shall be governed by the laws of the State of New York applicable to contracts made and performed there, without regard to its conflict of laws principles, and where applicable, the laws of the United States. You agree that the state and federal courts located in New York City, New York will have exclusive jurisdiction to adjudicate any dispute between you and MRC arising out of or concerning these Terms of Use that is not subject to arbitration. You waive any jurisdictional, venue, or inconvenient forum objections to such courts. Any cause of action or claim you may have with respect to these Terms of Use must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable.

Miscellaneous

If any provision of these Terms of Use is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the effectiveness or validity of any provision in any other jurisdiction, and these Terms of Use will be reformed, construed and enforced in such jurisdiction as if such provision had never been contained herein. Any headings or titles herein are for convenience only.

Changes

We may, without advance notice, supplement or change these Terms of Use at any time. Any changes made to these Terms of Use will be effective as soon as we post them on the Website. By accessing the Website, you agree to be bound by these Terms of Use as posted on the Website at the time of your access or use. It is your sole responsibility to review these Terms of Use each time you access or use the Website so that you are aware of any changes to these Terms of Use. If any change to these Terms of Use is not acceptable to you, your sole remedy is to cease using the Website.

Entire Agreement

These Terms of Use constitute the entire agreement between you and MRC with respect to the Website, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written.

Contact Us

MRC endeavors to review and reply promptly to communications sent to us. If you have any questions about these Terms of Use, please feel free to contact us at info@madisonrealtycapital.com or at the mailing address below:

Madison Realty Capital
520 Madison Avenue
Suite 3501
New York, NY 10022