International Riverfront Hotel or Redevelopment Opportunity

General

The following Terms of Use and Conditions (“Terms”) are applicable to this website, RealINSIGHT Marketplace (“RIM”), and any affiliated websites, applications, and services that are offered by CWFS-REDS LLC (“CW REDS”) and CWFS Insight LLC (“RI”). For the purposes of these Terms, a person who accesses, browses, or otherwise uses RIM and/or other affiliated services (the “Services”) is referred to as a “User”.

By using this website and the Services, User consents to these Terms, and to any updates to such Terms, as may occur at CW REDS’s and/or RI’s discretion. RIM will, at all times, reflect the most updated version of these Terms and any of CW REDS’s other policies related to RIM or the Services. In the event that User does not agree with these Terms, or any other terms and conditions of use, User’s sole recourse is to cease use of RIM.

Use of RIM; Legal Age

The Services offered on RIM are available only to Users that have the capacity and authority to form legally binding contracts. By using RIM, User represents that he/she (i) is over the age of eighteen (18) and (ii) has the authority and capacity to form legally-binding contracts.

Registration; Account

In order to use certain Services provided on RIM, Users will be required to register and create an account. Each User agrees to provide only truthful and accurate information when registering and creating an account. The security and maintenance of User’s account is User’s sole responsibility, and CW REDS/RI are not responsible for any loss or liability that any User incurs, or might incur, due to insufficient account security or a breach of User’s account.

User also agrees that by registering and creating an account or by otherwise providing contact information on or through RIM, User may be contacted regarding promotional opportunities, marketing, notices regarding User’s account, information about properties that might be of interest to User, and other related information and/or notices. If User wishes to opt out of any marketing and/or promotional contacts, please consult the Privacy Terms.

Administration of RIM; Submissions

Various components of RIM invite User input and/or submission of information. Each User is solely responsible for his/her submissions and the content thereof. By providing feedback and/or uploading information, documents, and other materials to RIM, User agrees to comply with these Terms, as well as other terms and conditions and/or policies governing the use of RIM. User also agrees not to submit any content and/or materials that are offensive, pornographic, obscene, explicit, threatening, fraudulent, misleading, or otherwise objectionable. User shall not upload any content and/or materials in violation of copyright, patent, or trademark laws.

In the event that a third party copies, distributes, or otherwise uses content, submissions, and/or other materials that User has provided through, or in relation to, RIM without a license or grant of authority to do so, User grants to CW REDS and/or RI the right to pursue appropriate legal action or other remedies.

Where submissions are made in violation of these Terms, or in violation of the laws of the United States and/or other applicable jurisdictions, each of CW REDS and RI reserves the right to remove such content from RIM. The removal of such information and where necessary, the termination of user accounts and/or the banning of certain Users from RIM, is within CW REDS’s/RI’s sole discretion, and shall not serve as cause for lawsuit, injunction, or any other remedies, whether legal or non-legal.

By providing information through posting, inputting, submitting, or otherwise sharing, where such postings, inputs, submissions, or shares relate to the operation of RIM, CW REDS’s and/or RI’s business, User grants to CW REDS and RI (and where necessary, CW REDS’s and RI’s affiliates and any required sublicensees) an irrevocable license to distribute, reproduce, edit, share, copy, and display User’s submissions.

Limited License Granted

By using RIM in accordance with these Terms, as well as all other policies and procedures governing the use of RIM and, where required, the registration and creation of an account, User is granted a limited license to access and use the Services that are provided on RIM; provided, however that CW REDS and RI reserve the right to revoke such license at any time and for any reason and further reserve the right to revoke User’s access to RIM, either temporarily or permanently, at any time, and for any reason. This license does not give User the permission to redistribute, share, lease, loan, sell, or otherwise distribute the Services. CW REDS and RI reserve all rights, authority, and interest not otherwise granted under this license.

Intellectual Property

Unless otherwise provided, all information, looks, marks, images, icons, graphics, slogans, and other materials provided on this website, as well as the underlying software for RIM are copyrighted, licensed, and/or otherwise protected by intellectual property rights. By using RIM, User agrees to abide by any and all copyright and intellectual property protections. Furthermore, User promises not to use CW REDS’s or RI’s logos, marks, copyrights, or other information in such a way that would create an impression that User owns, has a right to license, or is associated with such items. All data and information that User obtains from RIM is intended solely for User’s individual use, and shall not be distributed or otherwise used for any other purpose.

In the event that User becomes aware of a violation of, or infringement upon, any of CW REDS’s or RI’s intellectual property rights, licenses, or otherwise, User agrees to notify CW REDS or RI (as applicable) immediately. The ownership of, and rights in, all of the Services, patents, trademarks, copyrights, and other rights and title shall be the sole and exclusive property of CW REDS and/or RI (as applicable).

Disclaimer of Warranties

USER EXPRESSLY AGREES THAT USE OF RIM AND RELIANCE ON ITS CONTENT IS AT USER’S OWN RISK. THE SITE, CONTENT, AND SOFTWARE IS PROVIDED ON AN “AS-IS; AS-AVAILABLE” BASIS, AND CW REDS AND RI, THEIR AFFILIATES AND SUBSIDIARIES, AND ANY THIRD-PARTY SUPPLIERS AND/OR LICENSORS EXPRESSLY DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES. SUCH DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND MERCHANTABILITY.

Neither CW REDS nor RI makes any representations or warranties, express or implied, regarding the accuracy of information on RIM. Access to the Services may be delayed, unavailable, or otherwise restricted at any time, and neither CW REDS nor RI makes any representations or warranties regarding the reliability and/or accessibility of the Services. Each of CW REDS and RI may elect at any time to suspend, alter, or stop Services, and neither will be liable to User for doing so. Where information on RIM has been submitted or provided by third parties, neither CW REDS nor RI accepts any liability, responsibility, or otherwise for such content, or for actions that may arise as a result of such content. Furthermore, neither CW REDS nor RI makes any warranties or representations regarding the utility, accuracy, or truthfulness of such content, and expressly disclaims the endorsement of the content, products, services, or links made available by such third parties.

Limitation of Liability

Unless otherwise required by law, User agrees to hold harmless the sellers, real estate agents and brokers, and CW REDS, RI and their respective employees, agents, principals, affiliates, directors, attorneys, advisors, and subsidiaries (“Representatives”) for any injuries or damages resulting from errors, omissions, failures of performance, interruption, delays, defects, connectivity issues, browser issues, or otherwise. These limitations and exclusions apply regardless of whether any damages or claims arise from breach of contract, negligence, or any other cause of action, unless such exclusions are otherwise prohibited by applicable law.

EACH OF CW REDS AND RI DISCLAIMS ALL RESPONSIBILITY FOR ANY DAMAGES, LOSS, CLAIMS, OR OTHERWISE RESULTING FROM THE INABILITY TO USE THE SERVICES, OR FROM ANY ACTION TAKEN AS A RESULT OF USING THE SERVICES. NEITHER CW REDS NOR RI IS LIABLE TO USER OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING FROM ALLEGED NEGLIGENCE, TORT, OR OTHERWISE, REGARDLESS OF WHETHER CW REDS AND/OR RI HAS BEEN INFORMED OF THE POSSIBILITY AND/OR LIKELIHOOD OF SUCH DAMAGES.

Indemnity

User agrees to hold CW REDS and RI, and their respective Representatives harmless from any claim and/or demand, including a claim for attorneys’ fees, made by any third party, where such claim or demand arises from User’s use of RIM and any breach of these Terms.

Where such a claim or demand arises, User agrees to permit CW REDS or RI, as applicable, to defend such claim. User acknowledges that, absent the express written consent of CW REDS or RI (whichever is applicable), User has no right to settle or negotiate a claim for which CW REDS or RI is named as a defendant or for which User has indemnity obligations.

Waiver of Class Action

As a condition of using RIM, User agrees and acknowledges that any claims or causes of action arising out of or connected with these Terms shall be resolved individually, without resorting to a class or representative action. By continuing to access or use RIM, User explicitly consents to the waiver of such class and representative actions.

Privacy

Please review the Privacy Terms [Insert Link] and Sale Event Terms [Insert Link].

Legal Compliance

User’s continued access and use of RIM serves as acknowledgement that User will comply with all applicable laws, regulations, and ordinances, whether they be federal, state, local, or international regarding User’s use of RIM, and User’s bidding on, marketing, soliciting of offers to purchase, and selling of property.

Applicable Law

By using RIM, User agrees that applicable federal law and the laws of the State of Maryland, without regard to principles of conflict of laws, will govern these Terms and any dispute that might arise between User and CW REDS. User agrees that venue for any such disputes shall be located in the state and federal courts located in Maryland. User also waives any right to claim that such forum is inconvenient.

Assignment

CW REDS and/or RI may assign these Terms, in whole or in part, at any time. Such assignment is permitted regardless of whether or not CW REDS and/or RI gives notice to User of such assignment.

No Waiver

CW REDS’s and/or RI’s failure to enforce and/or exercise any provision of these Terms does not constitute a waiver of such provision.

Entire Agreement

These Terms set forth the entire understanding among User, CW REDS, and RI with respect to the subject matter hereof.

Severability

Should any provision of these Terms be held invalid or unenforceable, that provision shall be struck, and the remainder of the Terms shall remain in effect.

Nonrefundable Fees

All fees paid in connection with this site are non-refundable. User agrees to pay all such fees as are required for User’s use of the site.

Electronic Acceptance:  By clicking the “ACCEPT” button, You accept and agree to the terms of this Agreement. Such electronic acceptance shall be binding and enforceable pursuant to Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”), and applicable state laws.

Updated: February 25, 2018