In this Agreement, “you” and “your” refers to you as a user of the Web site and services, and “Company” refers to Berkadia and its affiliates. If you have any questions concerning this Agreement, please contact Berkadia by e-mail to firstname.lastname@example.org.
The Company may amend this Agreement at any time by posting an amended Agreement on the Web site. You should visit this page periodically to review this Agreement, because it is binding on you. Notwithstanding the foregoing, the Company may also add, delete or modify some or all of the services offered on the Web site at any time in its sole discretion.
3. TRANSACTIONS BETWEEN YOU AND THIRD PARTIES; LINKS TO OTHER WEB SITES
Please note that the Web site(s) to which this/these hyperlink(s) lead are created, maintained and updated by third parties and are in no way associated with Berkadia Commercial Mortgage LLC (“Berkadia”) or its affiliates (collectively, the “Company”). The information on such Web site(s) is supplied by those parties, NOT by the Company. The Company disclaims any and all responsibility for, or endorsement of, such information.
4. ACCESS TO THE WEB SITE
(a) Physical Connection To Web site. You are responsible for providing all equipment necessary to access the Internet and the Web site.
(b) Web site Availability. While the Company’s objective is to make the Web site accessible 24 hours per day, seven days per week, the Company may make the Web site unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of the Company, access to the Web site may be interrupted, suspended or terminated from time to time. You agree that: (i) the Company will not be liable for any damages arising from any such interruption, suspension or termination of the Web site and (ii) you assume the risk of such interruption, suspension or termination of the Web site.
(c) Applicable Laws. You agree to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to your use of the Web site. Without limiting the foregoing, you are responsible for observing all applicable laws.
(d) Malicious Intent. You agree not to tamper with the software or functionality of the Web site. Without limiting the foregoing, you agree not to put any material via the Web site which contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.
5. USE OF THE WEB SITE
You have a non-exclusive, non-transferable, limited, revocable license to use the Web site solely for your internal business use. User will not use the Web site for any other purpose whatsoever. Without limiting the previous sentence, you may not reproduce, modify, distribute, transmit, display, perform, reproduce, transfer, sell, publish any of the contents of the Web site without the prior written consent of Berkadia, which may be withheld, conditioned or delayed in its sole discretion, except that you may print out a copy of the content solely for your internal business use. In doing so, you will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the content. You are prohibited from including links from other Web sites to the Web site without the prior written consent of Berkadia which may be withheld, conditioned or delayed in its sole discretion.
6. INTELLECTUAL PROPERTY AND PRIVACY
All content published on the Web site by the Company, including, without limitation, any and all proprietary rights thereto, is owned by the Company or the Company’s third-party licensor, and the Company or the Company’s third-party licensor retain all right, title and interest in the content.
The following are registered trademarks or trademarks of Berkadia Proprietary Holding LLC (“Company”): Berkadia® as well as certain other Company trademarks (including, but not limited to, Loanview, The Value of Certainty, Smartview, Omniview, Certinview, InvestorView, Investor Query, Control Power Focus, The Servicer’s Servicer, Apartment Update, Pyxis, BeEngaged Lab, BeEngaged Network, MultiFi, Built for the Now. And the Next), service marks, graphics, and logos (collectively, the “Company Trademarks”) used in connection with the Company and its subsidiaries’ products and services. The site may contain third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to the Company Trademarks or the trademarks of any third party. Except where otherwise expressly noted all Contents of this Website, including the graphics, icons and overall appearance of the Website, are the sole and exclusive property of the Company and/or its subsidiaries. The posting of the Contents of this Website neither constitutes a waiver of any of the Company’s proprietary rights or any other party’s proprietary rights, including but not limited to, copyrights, trademarks, service marks, patents, and other intellectual property, nor a transfer by implication, estoppel, or otherwise of any such rights or of any license to the Website user or to any third party. Contents of this Website are protected by United States trademark laws. You agree not to delete any copyright, trademark or similar notice from any Contents you obtain from the Website.
The display of trademarks within this Website does not grant a license of any kind to the reader. Any downloading of Content or other material contained in the site, or of any site linked to the site may be a violation of trademark laws.
7. DISCLAIMER OF WARRANTY
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY PROVIDES THE WEB SITE, CONTENT AVAILABLE ON THE WEB SITE AND SERVICES AVAILABLE ON THE WEB SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY REPRESENTATION, ENDORSEMENT, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, ACCURACY OR AVAILABILITY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY CANNOT AND DOES NOT GUARANTEE OR WARRANT THE FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEB SITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE WEB SITE FOR THE RECONSTRUCTION OF LOST DATA. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEB SITE, CONTENT AVAILABLE ON THE WEB SITE AND SERVICES AVAILABLE ON THE WEB SITE IS AT YOUR SOLE RISK.
THE CONTENT AVAILABLE ON THE WEB SITE IS NOT NECESSARILY COMPLETE AND YOU (WHETHER YOU ARE AN INVESTOR, BORROWER AND OTHER USER) SHOULD USE THE CONTENT IN THE SAME MANNER AS ANY OTHER EDUCATIONAL MEDIUM AND SHOULD NOT RELY ON THE CONTENT AVAILABLE ON THE WEB SITE TO THE EXCLUSION OF YOUR PROFESSIONAL JUDGMENT. INFORMATION OBTAINED BY USING THE WEB SITE IS NOT EXHAUSTIVE AND DOES NOT COVER ALL ISSUES, TOPICS, OR FACTS THAT MAY BE RELEVANT TO THE PARTICIPANTS IN ANY PARTICULAR TRANSACTION.
FURTHER, THE COMPANY HAS NO OBLIGATION TO MONITOR THE CONTENT AVAILABLE ON THE WEB SITE OR THE LINKS TO OTHER WEB SITES AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OF THE COMPANY TO FILTER ANY SUCH CONTENT AND LINKS TO OTHER WEB SITES. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY CONTENT, SERVICES, PRODUCTS OR ACTIONS TAKEN BY THIRD PARTIES LINKED FROM THE WEB SITE. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY WITH WHOM YOU MAY ELECT TO CONDUCT BUSINESS AFTER AN INTRODUCTION TO SUCH THIRD PARTY BY THE COMPANY ON THE WEB SITE, AND WHETHER YOU SHOULD CONDUCT BUSINESS WITH SUCH THIRD PARTY.
8. LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER THE COMPANY, ITS PARTNERS, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, CONTRACTORS NOR ANY OFFICER, DIRECTOR, EQUITY HOLDER, AGENT OR EMPLOYEE OF THE COMPANY WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, PAIN OR SUFFERING, EMOTIONAL DISTRESS OR ANY OTHER SIMILAR DAMAGES, WHETHER UNDER A CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, ARISING IN CONNECTION WITH ANYONE’S THE USE OF THE WEB SITE OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, OR LOSS OF USE RELATED TO THE WEB SITE OR ANY OTHER WEB SITE OPERATED BY ANY THIRD PARTY OR ANY CONTENTS AVAILABLE ON THE WEB SITE OR ANY OTHER WEB SITE OPERATED BY ANY THIRD PARTY, EVEN IF THE COMPANY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless the Company, its partners, licensors, service providers, content providers and contractors and officers, directors, equity holders, agents and employees of the Company from any claim, demand or cause of action and the resulting loss, liability, damages, judgments, debt, awards, costs, expenses and attorney’s fees in connection therewith, to the extent that such claim, demand or cause of action is based upon a claim that: (a) arises out of or in relation to your use of the Web site and is not caused by the gross negligence or conduct of the Company; (b) if true, would constitute a breach of any of your representations, warranties, obligations or other agreements hereunder; or (c) arises out of your negligence, willful misconduct, or abandonment. The Company may, at its discretion and at its own expense, assist in the defense of any indemnified claim through counsel selected by the Company. In no event will you have authority to bind the Company to any settlement of any claim or with respect to any other matter.
The Company may terminate your access to the Web site at any time, for any reason or no reason, and you will have no recourse, and the Company will have no liability, with respect to any such termination. This Agreement will automatically terminate upon your breach of any of the terms of this Agreement, or upon the termination by the Company of your access to the Web site. All provisions of this Agreement relating to warranties, confidentiality obligations of you, proprietary rights, limitation of liability, indemnification obligations and payment obligations will survive the termination of this Agreement.
11. RELATIONSHIP OF THE PARTIES
You and the Company are independent contractors, and no agency, partnership, joint venture, employer-employee or other similar relationship is intended or created by your use of the Web site.
12. AVAILABILITY OF WEB SITE AND SERVICES
The content and services offered by the Company on the Web site are only available in the United States and other countries where permitted by law.
13. GOVERNING LAW; SUBMISSION TO JURISDICTION
This Agreement will be governed by and construed in accordance with the law of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions and the law of the United States. You specifically consent to personal jurisdiction in the Commonwealth of Pennsylvania in connection with any dispute arising out of this Agreement or pertaining to the subject matter hereof.
14. TRADEMARK INFORMATION
Berkadia® and InvestorView® The Servicer’s Servicer® are trademarks of Berkadia Proprietary Holding LLC.
15. OTHER GENERAL PROVISIONS
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for reference only. A party’s failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. Neither the course of conduct between you and the Company nor trade practice will act to modify any provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. To the extent that the Company’s approval, consent or waiver is required under any provision of this Agreement, such approval, consent or waiver may be withheld, conditioned or delayed in the Company’s sole and absolute discretion. You may not assign or transfer to third parties any of your rights or obligations under this Agreement without prior written permission from Berkadia.