Terms of Use

I. Policy Introduction & Overview. This website (the “Site”), is owned and operated by Tangible Collection LLC, and/or one or more of its affiliates (collectively “Tangible,” “we,” “us,” or “our”). These Terms of Use govern your use of this Site and each website or service in which it is expressly incorporated, such as by internet link on a website or presentation or display to Users in the course of providing services.

II. Your Acceptance of These Terms of Use. These Terms of Use apply to all users of this Site. By using this Site you are agreeing to comply with and be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use this Site.

III. Your Acceptance of Our Privacy Policy.  By agreeing to these Terms of Use, you agree to the terms of our Website Privacy Policy, which is expressly incorporated herein. Before using this Site, please carefully review our Privacy Policy. All Personal Information (as defined in the Privacy Policy) provided to us as a result of your use of this Site will be handled in accordance with our Privacy Policy.

IV. Your Consent to Other Agreements. Certain aspects of the Site may be provided by one or more third parties. Such third parties may have their own policies and end user license agreements (collectively, “Third Party Policies and EULAs”) that apply to your use of the Site.  Nothing in this Terms of Use is intended to modify or limit such Third Party Policies and EULAs.  This Terms of Use only applies to the Site to the extent actually developed, distributed, licensed and supported by or on behalf of Tangible.  We may also require you to follow additional rules, guidelines or other conditions to sign up to use various special features or password-protected areas of this Site, to participate in certain programs, promotions or activities available through this Site, or for other reasons. In such cases, you may be asked to expressly consent to these additional terms, for example, by checking a box or clicking on a button marked “I agree.” This type of agreement is known as a “click-through” agreement. If any of the terms of a click-through agreement are different than the terms of these Terms of Use, the terms of the click-through agreement will supplement or amend these Terms of Use, but only with respect to the matters governed by the click-through agreement.

V. Ownership of this Site and its Content This Site, including all its content, are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. The word “content” as used in these Terms of Use refers to all of the software and code comprising or used to operate this Site, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including user-generated content. All content and intellectual property rights therein are the property of Tangible or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws. The presence of any content on this Site does not constitute a waiver of any right in such content. You do not acquire ownership rights to any such content viewed through this Site. Except as otherwise provided herein, none of this content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written permission of Tangible. Permission is hereby granted to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and for your personal, noncommercial use only, provided that you (i) do not modify the content; (ii) you retain any and all copyright and other proprietary notices contained in the content; and (iii) you do not copy or post the content on any network or computer or post or broadcast the content in any media.

VI. Responsibility for User-Generated Content Posted on or Through this Site, you are responsible for User-Generated Content that you post. The term “User-Generated Content” refers to all of the Content that you post on or through this Site using the social networking tools we make available to you and that do not constitute Feedback (defined below). One way that User-Generated Content differs from other information you provide to us is that, once submitted, User-Generated Content is made available instantaneously to others. Examples of User-Generated Content include comments posted to discussion boards. Under no circumstances will we be liable in any way for any User-Generated Content.

VII. Your Feedback. Although we do not claim ownership of User-Generated Content you post using this Site, the feedback you provide to us through this Site will be and remain our exclusive property. As used in these Terms of Use, the word “feedback” refers to the content you post on or through this Site that is specifically about how we can improve this Site and our services and programs. Your submission of feedback will constitute an assignment to us of all worldwide rights, title and interests in your feedback, including all copyrights and other intellectual property rights in your feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any feedback that you do not wish to assign to us.

VIII. Removal of Content. In general. On certain pages of this Site, we may provide to you a tool to report objectionable User-Generated Content. If that tool is not available, you can report objectionable User-Generated Content and other objectionable content by contacting us using the information provided below. While we do not have any obligation to remove content from this Site merely because of a removal request, we will remove content that we determine should be removed, in our sole discretion and in accordance with these Terms of Use and applicable law. Please be aware, however, that if the content has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a back-up or residual copy of the content we remove from this Site may remain on back-up servers.

Your statement must be addressed as follows:
By Mail:  Tangible Collective LLC
180 East Broad Street, 21st Floor
Columbus, Ohio 43215
Attn: General Counsel

By Email: info@tangiblecollective.com.

XI. Trademarks. The Tangible names and logos, all product and service names, all custom graphics, all button icons, and all trademarks, service marks and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Tangible (the “Tangible Marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the Tangible Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this Site without the prior written permission of such owners. The use or misuse of the Tangible Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.

X. Your Obligations.  In consideration of your use of this Site, you agree that to the extent you provide Personal Information to Tangible it will be true, accurate, current, and complete and that you will update all Personal Information as necessary. If you submit a leasing application through the Site, you agree that it and any supporting contents will be true, accurate, current, and complete. You agree to use this Site in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this Site any computer viruses, trojan horses, malware, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this Site is strictly prohibited. We reserve all rights and remedies available to us.

XI. Disclaimers. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, TANGIBLE, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TANGIBLE, ITS AFFILIATES, AND ITS SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.

WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

TANGIBLE DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED TANGIBLE SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF TANGIBLE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

XII. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00).

This Site gives you specific legal rights and you may also have other rights which vary from state to state and country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.

XIII. Links to Third-Party Web Sites.  This Site may provide links to other Web sites operated by third parties. Because we have no control over third-party Web sites, we are not responsible for the availability of those Web sites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such Web sites. Tangible shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such Web sites. These Terms of Use do not apply to your use of third-party Web sites; your use of such Web sites is subject to the terms and policies of the owner of such Web sites.

XIV. Modification and Discontinuation.  We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently, this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Site.

XV. Forward-Looking Statements. This Site may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy.  Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements.  Risks and other factors that might cause differences, some of which could be material, include, but are not limited to, economic and market conditions, tenant bankruptcies, bankruptcies of joint venture (JV) partners, rejection of leases by tenants in bankruptcy, financing and development risks, construction and lease-up delays, cost overruns, the level and volatility of interest rates, the rate of revenue increases versus expense increases, the financial stability of tenants within the retail industry, the failure of Tangible to make additional investments in regional mall properties and redevelopment of properties, the failure to acquire properties as and when anticipated, the failure to fully recover tenant obligations for common area maintenance (CAM) taxes and other property expenses, failure to comply or remain in compliance with covenants in the Company’s debt instruments, failure or inability to exercise available extension options on debt instruments, failure of Tangible to qualify as a real estate investment trust, termination of existing JV arrangements, conflicts of interest with the Company’s existing JV partners, failure to achieve projected returns on development properties, the failure to sell malls and community centers and the failure to sell such properties when anticipated, the failure to achieve estimated sales prices and proceeds from the sale of malls, increases in impairment charges, additional impairment charges, as well as other risks listed in our news releases and other public pronouncements, including, but not limited to information published on the Site.

XVI. Waiver.  Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Tangible of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.

XVII. Severability.  If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

XVIII. Governing Law, Jurisdiction and Venue.  These Terms of Use will be governed under the laws of the State of Ohio without regard to its conflicts of law provisions. Subject to Section XIX below, all actions or proceedings arising out of or relating to these Terms of Use will have venue exclusively in state or federal court in Franklin County, Ohio and hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. However, notwithstanding this Section XVIII and the following Section XIX, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Use is taking place or originating. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or these Terms of Service must be filed within one year after that claim or cause of action arose or be forever barred.

XIX.  Arbitration.  Any claim of damages of any kind by one party against the other party arising out of or relating to the use of this Site, and any dispute or controversy arising out of or relating to such claim or the breach, interpretation or validity of these Terms of Use or any provision thereof in relation to such claim, shall be first addressed by the parties involved in the dispute in good faith direct discussions after written notice by the claimant to the other party.  If the issue is not resolved by direct discussions it shall be determined by binding arbitration in Columbus, Ohio, before one arbitrator, and shall be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Terms of Use, and will be administered by the AAA.  The Award shall be reasoned and in writing.  Judgment on the award may be entered and enforced in any court having jurisdiction.  The parties shall bear their own costs, fees and expenses in arbitrating any dispute, and shall share equally the fees and costs of the arbitration and the arbitrator.  This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration.  No demand for arbitration may be made more than one (1) year after the event giving rise to the claim occurred or when sooner barred by the applicable statute of limitations or repose.  In no event shall any arbitrator have any authority to modify these Terms of Use, award any types of damages which the parties have waived, released, or agreed not to assert, under these Terms of Use, or award any amount which exceeds any limitations contained in these Terms of Use. The arbitration procedure herein is fully binding, final, and non-appealable, and constitutes the parties’ only recourse for any claim of damages.  YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TERMS OF USE, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.  YOU FURTHER UNDERSTAND AND AGREE THAT THE PROCEEDINGS AND ALL INFORMATION DISCLOSED OR PERTAINING TO SUCH DISPUTES SHALL BE STRICTLY CONFIDENTIAL AND MAY NOT BE DISCLOSED BY EITHER PARTY EXCEPT AS REQUIRED BY LAW.  NOTWITHSTANDING THE FOREGOING, TANGIBLE MAY DISCLOSE SUCH INFORMATION AS NECESSARY TO SECURE, DEFEND, MAINTAIN, OR IMPROVE THE SITE. If any portion of this Section XIX is found to be unenforceable, then the entirety of this Section XIX will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section XIX(b) will govern any action arising out of or related to this Terms of Use.

XX. Indemnity.  You agree to indemnify and hold Tangible, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of this Site in violation of these Terms of Use and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above and/or if any material that you post using this Site causes us to be liable to another. We reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.

XXI. These Terms of Use May Change.  We reserve the right to update or modify these Terms of Use at any time, without prior notice, by posting the revised version of these Terms of Use behind the link marked “Terms of Use” at the bottom of each page of this Site. These changes will be effective as of the date we post the revised version on this Site. Your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. For your convenience, whenever these Terms of Use are changed, we will alert you by posting a notice on our home page. We will also update the “effective date” at the bottom of these Terms of Use. Your continued use of this Site after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. You may access the current version of these Terms of Use at any time by clicking on the link marked “Terms of Use” at the bottom of each page of this Site.

XXII. Entire Agreement.  These Terms of Use (together with our Privacy Policy and any click-through agreements applicable to you) contain the entire understanding and agreement between you and Tangible with respect to this Site and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and Tangible with respect to this Site and your use of this Site.

XXIII. To Contact Us.  If you have any questions about these Terms of Use, please contact us by electronic mail at: info@tangiblecollective.com.

Effective Date of these Terms of Use: January 19, 2019.

 

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