NOTE: THE ALBA APP IS A PRIVATE-BETA FOR INVITED MEMBERS ONLY. PLEASE BE AWARE INTHIS INITIAL BETA RELEASE THERE MAY BE FLAWS OR BUGS. THE ALBA TEAM WILL BE EVOLVING THE APP BASED ON USER FEEDBACK AND REAL-TIME PERFORMANCE
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT,JURY WAIVER, AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
1. DESCRIPTION OF THE SERVICES
The App provides a social network for commercial real estate sponsors and investors(collectively, “Users”) to connect and exchange information. Any interested parties should visit our Website to submit a request to join the App. Access to the App is invite-only
2. COMMUNITY GUIDELINES
Alba’s community, like any community, functions best when its users follow a few simple rules. By accessing the Website, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
If you find something that violates our Community Guidelines, please let us know, and we’ll review it.
3. ACCOUNT REGISTRATION
If you wish to access and use our App to connect with other Users, you will need to go to the Website and request membership. After we connect, at our discretion we may choose to extend and invitation to you to join the App. To accept such invitation, you will be required to register with us. To register with us, you may log in to theApp using a third-party login provider (e.g., LinkedIn). If you do not wish to log in using these third-party access credentials, you will be prompted to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and you maybe asked to provide certain additional information that will assist us in authenticating your identity when you log in in the future (“UniqueIdentifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one user. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using your account. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any UniqueIdentifier. We reserve the right to delete or change your Password or Sign-In Name at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Alba is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registrations in our sole and complete discretion. We will not be liable for any loss or damage caused by any unauthorized use of your account.
4. INTELLECTUAL PROPERTY
The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Alba and/or our licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
The Services contains materials, such as software, text, graphics, images, sound recordings, and other materials provided by or on behalf of Alba (collectively referred to as the“Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content or Services may violate copyright, trademark, and other laws.
You may view all Content for your own personal, non-commercial use, and no other use is permitted without the prior written consent of Alba. Alba and its licensors retain all right, title, and interest, including all intellectual property rights, in and to theContent and Services. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or Services, or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content or Services in any way for any public or commercial purpose. We reserve the right to remove Content from our Services at any time for any reason without any notice to you.
If you violate any part of this Agreement, your permission to access theContent and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.
The trademarks, service marks, and logos of Alba (the “Alba Trademarks”)used and displayed on the Services are owned by Alba. Other company, product, and service names located on the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Alba Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Alba Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
5. USER CONTENT
The App allows Users to post and upload content such as text, graphics, images, audio and/or visual content, messages to other Users, and other materials (collectively, “User Content”). You, and not Alba, are entirely responsible for all User Content that you upload, post or otherwise transmit. You understand and acknowledge that once you upload or post User Content on your profile on the App it will be available to other Users in your network. We are not obligated to transmit any UserContent through our App, and we reserve the right to remove any User Content at any time in our sole discretion, with or without notice.
To the extent permitted by law, you and your licensors retain all copyrights and other intellectual property rights in and to your own UserContent. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sub-licensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, display, perform, and otherwise use or exploit your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by orin any means, methods, media, or technology now known or hereafter devised, to provide and promote the Services.
6. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.
7. NO WARRANTIES; LIMITATION OF LIABILITY
THE SERVICES AND THE CONTENT ARE PROVIDED“AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE SERVICES OR CONTENT WILL OPERATE ERROR-FREE ORTHAT THE SERVICES, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING,COURSE OF PERFORMANCE, OR USAGE OF TRADE.
THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL OR TECHNICAL ERRORS LISTED ON THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SERVICES AND/OR ADD OR REMOVE CONTENT AT ANY TIME WITHOUT NOTICE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS:(I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOUMAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIFTY US DOLLARS ($50).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.
8. EXTERNAL SITES.
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on suchExternal Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such ExternalSites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
9. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.
(a) You hereby represent, warrant, and covenant that:
You own or have the necessary licenses, rights, consents, and permissions(collectively, “Permissions”) to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content, and any other works that you incorporate into your User Content and all the rights necessary to grant the Permissions you grant hereunder; and
(b) You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
10. DIGITAL MILLENNIUM COPYRIGHT ACT
Alba respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.
Our designated agent under the Digital Millennium Copyright Act (the“Act”) for the receipt of any Notification of Claimed Infringement which may begiven under that Act is as follows:
9509 Scarab Street. Vienna, VA. 22182.
If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work;(iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
11. COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. CHANGES TO THE AGREEMENT.
13. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and the Services, and your access to all or any part of the Services, at any time and for any reason without prior notice or liability. Sections 4- 17, 20 shall survive the termination of this Agreement.
14. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
15. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement, the Content, or the Services (each, a “Dispute”),such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules andProcedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to theDispute immediately after commencement of the arbitration. As set forth in Section 17 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
16. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY INYOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
17. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in the State of New York.
The Services are available only for individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Services only with the consent of your parent or guardian.
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, without notice and without reason
19. DOWNLOADING THE APP
We make the App available through the Google Play Store or Apple App Store. The following terms apply to the App when accessed through or downloaded from the Apple App Store where the App may now or in the future be made available. You acknowledge an dagree that:
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2021 Alba Real Estate, Inc. All rights reserved.