AZOR ADVISORY SERVICES WEBSITE TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”) is a binding legal agreement between you and Beth Azor and her business Azor Advisory Services, LLC (“Azor”) that governs your access to, and use of, the Azor website, owned and operated by Azor, and located at www.BethAzor.com (the “Website”). By accessing or using the Website, you are indicating your acknowledgment and acceptance of this Agreement. Please read this Agreement carefully.

The terms, conditions, and notices set forth herein are subject to change by AZOR at any time in its discretion. Your access TO or use of the Website after such changes are implemented constitutes your acknowledgement and acceptance of the changes. Please consult this Agreement PERIODICALLY AND regularly.

This Agreement applies to your access to, and use of, the Website. Certain areas of the Website may have additional terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between the terms and condition set forth in this Agreement and any terms and conditions posted for a specific area or feature of the Website, the latter terms and conditions will take precedence with respect to your use of or access to that area or feature of the Website.

Definitions

In addition to the defined terms above and throughout this Agreement, the following terms shall have the meanings provided:

“Listing” means any offer provided on this site to lease, sell or transact commercial real estate or related training / educational services.

“Azor Content” means all information, designs, data, text, messages, software, sound, music, videos, photographs, graphics, and images, as well as the selection and arrangement of such materials

that are developed by Azor or made available by Azor through the Website.

“Services” means commercial real estate offerings and/or services, including but not limited to the leasing, sale and/or transaction of commercial property.

“Submission” means all ideas, text, sound, music, video, photographs, graphics, and images that a User posts, uploads, publishes, submits, or transmits through the Website, excluding personal and financial information submitted by a User specifically for Website registration or Website purchases.

“User” means an authorized user of the Website subject to the terms of this Agreement.

The Website

The Website is intended to allow you to access commercial real estate information, currently available commercial real estate opportunities, as well as to obtain educational and/or training information regarding commercial real estate matters. Moreover, the Website provides various videos, presentations, materials, and related information pertinent to commercial real estate matters, including consultancy regarding related topics.

although AZOR PROVIDES A PLATFORM TO ALLOW COMMUNICATION OF COMMERCIAL REAL ESTATE INFORMATION, LISTINGS, TRANSACTIONS, MARKET TRENDS and OPPORTUNITIES – AZOR DOES NOT NECESSARY AUTHOR OR CREATE THE UNDERLYING INFORMATION AND THEREFORE CANNOT WARRANT OR REPRESENT ITS ACCURACY OR TRUTHFULLNESS.

AZOR DOES NOT VERIFY ANY SUCH INFORMATION OR SUBMISSIONS POSTED OR MADE available ON WEBSITE – INCLUDING REPRESENTATIONS OR STATEMENTS MADE ON ANY VIDEOS, PRESENTATIONS, FLYERS, POSTINGS OR RELATED MATERIALS.

EACH USER OF THE WEBSITE HAS AN AFFIRMATIVE AND INDEPENDENT DUTY TO ENSURE THAT ANY OF THE MATERIALS, CONTENT, PRESENTATIONS, RECOMMENDATIONS, BLOG ENTRIES OR INFORMATION MADE available VIA THE WEBSITE COMPLIES WITH FEDERAL, STATE AND LOCAL laws INCLUDING BUT NOT LIMITED TO INDIVIDUALIZED LOCAL COUNTY AND STATE ORDINACES AND/OR CODES.

USER AGREES that AZOR SHALL NOT BE LIABLE UNDER THESE TERMS AS TO ANY RESULTING USE BY USER OF ANY INFORMATION, POSTINGS, LISTINGS BLOG CONTENT AND/OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE AND HEREIN DISCLAIMS ANY AND ALL SUCH LIABILITY WHETHER INTENTIONAL, UNINTENTIONAL OR NEGLIGENT TO THE MAXIUMUM EXTENT PERMITTED BY LAW.

By using this webSite, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular user or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from AZOR or its owners, managers, employees, OR AGENTS with respect to such actions or omissions.

Access TO and Use of the Website

Azor will treat any personal information that you submit through the Website in accordance with its Privacy Policy which is accessible at https://www.bethazor.com/privacy-policy/. Azor has implemented what it believes to be commercially reasonable means to protect your personal information; however, Azor assumes no liability for disclosure of personal information due to, among other things, errors in transmission, security breaches or unauthorized third parties.

Azor may change, suspend or discontinue any aspect of the Website at any time, for any reason, in its sole discretion, without notice or liability. Notwithstanding Azor’s efforts to keep the Website accessible continuously, the Website may be unavailable from time to time for any reason, including, without limitation, maintenance. You understand and acknowledge that, due to circumstances both within and outside of the control of Azor, access to the Website may be interrupted, suspended or terminated from time to time. You agree that Azor is not liable for any damages resulting from the inability to access or use the Website.

You agree that Azor, in its sole discretion, may terminate your use of the Website and remove and discard any submission within the Website, for any reason, including, without limitation, for lack of use or if Azor believes that you have violated or acted inconsistently with this Agreement. Azor may also, in its sole discretion, and at any time discontinue providing the Website, or any part thereof, with or without notice. You agree that any termination of your access to the Website may be effected without prior notice, and you acknowledge and agree that Azor may immediately deactivate or delete your access rights and all related information and/or bar any further access to such files or the Website. Further, you agree that Azor shall not be liable to you or any third party for any termination of your access to the Website.

This Website is intended solely for Users who are at least 18 years of age and reside in the United States, its territories and possessions (“U.S.”) or those outside of the U.S. that consent to use the services in accordance with U.S. laws, this Agreement and the Privacy Policy. By using or attempting to use the Website, you certify that you are at least 18 years of age and otherwise meet the requirements for use of the Website.

Restrictions On Use

You may use the Website for purposes expressly permitted. You may not use the Website for any other purpose, including any commercial purpose, without Azor’s express prior written consent.

You acknowledge and agree that you shall not:

• sell or use the Website or Azor’s Content to (i) develop or provide a website or mobile application, (ii) create or expand any databases, compilation, or directory or (iii) provide any Product or service similar to Azor or the Website;
• copy the Website or Azor’s Content except as expressly provided by this Agreement or the Website guides and instructions;
• modify, translate, adapt, or create derivative works or improvements, whether or not patentable or copyrightable, of the Website or Azor’s Content;
• reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code or technology underlying the Website or Azor’s Content;
• use bots, crawlers, or spiders on the Website for any purpose, including to collect, harvest or mine information;
• use the Website to collect information about other Users or to facilitate unsolicited advertising to other Users, send bulk or junk email, or other unauthorized solicitation.
• rent, lease, lend, sublease, license, assign, distribute, publish, transfer, data mine, scrape, or otherwise make available the Website or any of its Azor’s Content, features, or functionality to any third party, for any commercial purpose, or in competition with Azor, including making the Website available where it is capable of being accessed by devices other than your personal devices;
• make any speculative, false, or fraudulent listing or inquiry;
• disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers or networks connected to or accessible through the Website or affiliated or linked websites;
• attempt to obtain unauthorized access to the Website or portions of the Website that are restricted from general access, or circumvent any technical measure implemented to protect the Website or Azor’s Content;
• disrupt or interfere with any other User’s enjoyment of the Website or linked websites;
• advertise any commercial endeavor (e.g., offering for sale Products or services) or otherwise engage in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized by the Website;
• solicit funds, advertisers or sponsors;
• upload or disseminate programs which contain viruses, worms and/or trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
• violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax regulations;
• post, send, submit, publish, or transmit any material that: (i) you do not have the right to post, including proprietary material of any third party; (ii) advocates illegal activity or discusses an intent to commit an illegal act; (iii) is vulgar, obscene, pornographic, or indecent; (iv) threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, racist, abusive, harassing, threatening or offensive; (v) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (vi) infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity; or (vii) violates any law or may be considered to violate any law;
• impersonate or misrepresent your connection to any other entity or person or otherwise manipulate headers or identifiers to disguise the origin of the content;
• disobey any policy or regulations established from time to time regarding use of the Website or any networks connected to this Website; or
• assist any third party in violating this Agreement.

Advertisements and Promotions

Azor may run advertisements and promotions from third parties on the Website related to certain Products or services. Your communications, relationships and business dealings with any third parties advertising or promoting on the Website, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that Azor is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Azor advertisers on the website.

Consent to Email and Mobile Communications

The Website may contain services and features that are available to certain mobile phones or devices. For example, you may receive emails and/or text messages containing information related to services or offerings relating to or associated with Azor. Your carrier’s normal rates and fees apply. Not all of Azor’s services will work with all carriers or devices. You should check the rates and services offered by your carrier. By using the Website, you agree that Azor may communicate with you by electronic means, including to your mobile device. If you change or deactivate your mobile phone number or email address, you must promptly update your account information to ensure that we do not send your messages to a different person.

Intellectual Property Rights

The Website and all of Azor’s Content accessible through the Website are the intellectual property or proprietary information of Azpr and/or the party that created the material, and Azor or the party that created the Azor’s Content retain all right, title, and interest in the Azor’s Content. The Website and Azor’s Content are protected by copyright, trademark, and other applicable laws. Accordingly, the Website and Azor’s Content may not be copied, distributed, republished, uploaded, posted, or transmitted for any commercial purpose, or for any other purpose prohibited herein, without the prior written consent of Azor. The Website and Azor’s Content are intended for your personal, non-commercial use strictly in accordance with this Agreement. You may 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 the Website or any Azor’s Content. Modification or use of the Website or Azor’s Content except as expressly provided in this Agreement or by the proper use of the Website may violate Azor’s intellectual property rights, or the intellectual property rights of the Azor’s Content’s creator. Neither title nor intellectual property rights are transferred to you by access or use of the Website.

Trademarks, service marks, and logos appearing on the Website and on Azor’s Content are the property of Azor or the party that provided the trademarks, service marks, and logos to Azor or the party that created the Azor’s Content. Azor, and any party that provided trademarks, service marks, and logos to Azor, retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this Website. All rights not expressly granted to you by Azor in this Agreement are expressly reserved by Azor.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS AZOR AND ITS OWNERS, MEMBERS, AND EMPLOYEES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY AZOR DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER AZOR OR LAW ENFORCEMENT AUTHORITIES.

DMCA COPYRIGHT AND OTHER INTELLECTUAL PROPERTY CLAIMS

Azor respects the intellectual property rights of others, and asks that everyone using the Website do the same. Anyone who believes that their work has been reproduced on the Website in a way that constitutes copyright infringement may notify Azor’s designated agent for copyright infringement claims in accordance with Title 17, United States Code, Section 512(c)(2) (the “DMCA”), by providing the following information:

Identification of the copyrighted work you claim has been infringed;

Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Website so we can locate it;

Your address, telephone number, and, if available, e-mail address, so that we may contact you about your complaint; and

A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Notices of copyright infringement or other intellectual property claims should be sent to Azor’s designated agent for copyright infringement claims as follows:

Beth Azor

Azor Advisory Services, Inc.

4611 South University Drive #110

Davie, Florida 33328

If you give notice of copyright infringement by e-mail, Azor’s designated agent for copyright infringement claims may, but is not required to, begin investigating the alleged copyright infringement; However, we must receive your signed statement by mail or as a signed attachment to your e-mail before we are required to take any action.

If you believe any content made available in conjunction with the Website violates any trademark or other intellectual property rights you possess, you may use the contact for copyright violations above to bring that issue to our attention as well.

Hyper-Links

The Website may include or contain hyper-links to other sites, which are not maintained by, or related to, Azor. Hyper-links to such sites are provided as a service to Users and are not sponsored by or affiliated with the Website or Azor. Azor has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyper-links are to be accessed at the User’s own risk, and Azor makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to by the Website. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by Azor of that site.

Disclaimer

You understand that Azor cannot and does not guarantee or warrant that files available for viewing and/or downloading from the Internet will be free of viruses, worms, trojan horses or other code that may 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 this site for the reconstruction of any lost data. Azor does not assume any responsibility or risk for your use of the Internet.

YOUR USE OF the WEBSITE IS AT YOUR OWN RISK. ALL Content AND INFORMATION, MATERIALS, PRESENTATIONS, FORMS, AND BLOG MATERIALS AVAILABLE ARE provided “as is” and without warranties of any kind, either expressed or implied.

AZOR disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, TITLE, OR NON-INFRINGEMENT. AZOR does not warrant that the CONTENT contained in the WEBSITE will be uninterrupted or error-free, that defects will be corrected, or that the WEBSITE or the serverS that make it available are free of viruses or other harmful components. AZOR does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability, or otherwise. The content may include technical inaccuracies or typographical errors, and AZOR may make changes or improvements at any time. You, and not AZOR, assume the entire cost of all necessary servicing, repair or correction IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF the WEBSITE, ITS CONTENT OR YOUR INTERACTION WITH OTHER USERS. AZOR MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

AZOR ASSUMES NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY A USER FROM BUYING OR LEASING COMMERCIAL REAL ESTATE LISTED AND/OR MADE AVAILABLE THROUGH THE WEBSITE.

All of the information in the Website, whether historical in nature or forward-looking, speaks only as of the date the information is posted, and Azor does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.

Limitation on Liability

AZOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS, MEMBERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF AZOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE, AGGREGATE LIABILITY OF AZOR AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED (i) THE AMOUNT YOU HAVE PAID TO AZOR, IF ANY, FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE, OR (ii) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS.

Indemnity

You will indemnify and hold Azor, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, managers, members, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you, including any use of Azor’s Content or Submissions other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of information accessed through the Website.

Miscellaneous

This Agreement will be governed and interpreted pursuant to the laws of Florida, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Florida in connection with any dispute between you and Azor arising out of this Agreement or pertaining to the subject matter hereof.

The parties to this Agreement each agree that the exclusive venue for any dispute between the parties arising out of or relating to this Agreement or pertaining to the subject matter of this Agreement will be in the state or federal courts in Fort Lauderdale, Florida.

You agree that any and all causes of action arising out of or relating to this Website or the information, products or services available through this Website shall be resolved individually, without resort to any form of class action.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Azor as a result of this Agreement or your use of the Website or the information, products or services available through the Website.

If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

You may not assign or transfer this Agreement, by operation of law or otherwise, without Azor’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Azor may assign or transfer this Agreement, at its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, and their permitted successors and assigns.

This Agreement, along with the Privacy Policy and any additional terms and conditions posted by Azor on the Website that are referenced herein or that reference this Agreement, represent the entire agreement between you and Azor regarding your access to, and use of, this Website and supersede any and all prior statements, representations, or prior versions of these terms and conditions relating to the use of the Website that were displayed previously on this Website. Azor reserves the right, in its sole discretion, to amend, modify, or alter this Agreement (and any other terms and conditions) at any time by posting the revised terms on this Website.

Last updated: February 21, 2018