Terms of service

CONFIDENTAIL & PRIVILAGED INFORMATION

By using the Password provided you are agreeing to and accepting the terms herein for the Professional Association and arrangement of Non-Disclosure, Confidentiality and Non-Circumvention of Aysaac Allen and Aysaac Allen Holdings llc a New York Real Estate Broker (herein the, “Company”) and as well as any owner, officer, director, employee, representative, agent, subsidiary, affiliate, investor or third party (herein the, “Receiving Party”) to whom this potential transaction (the “Transaction”) involving any assets describe hereto on the AysaacAllen.com web page with access through the password provided (the “Real Estate”) is brought by you, or any other party joined to this Agreement, by express use of the password / execution of this Agreement or otherwise by information pulled via screen capture or receipt of and confidential information contemplated by this Agreement (each “Receiving Party” and, together with the Company “Parties").

NOW THEREFORE, in consideration of the following and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agrees as follows: 

1. Registration and Evaluation Materials. The Receiving Parties hereby acknowledge that this site is monitored and passwords are tracked and used to register your interest in entering into a Transaction involving the Real Estate.  As such, the Company intends to provide the Receiving Parties with certain confidential and proprietary information about the Real Estate van its web page aysaacallen.com, including the potential of entering into a Transaction involving the Real Estate (the “Evaluation Materials”).  The Receiving Parties, and any third party with who the Receiving Parties share the Evaluation Materials, agrees to keep the Evaluation Materials in strict confidence. 

2. Scope. Evaluation Material shall mean any and all information disclosed to the Receiving Parties about the Transaction or the Real Estate, but shall exclude information in the public domain through no fault of the Receiving Parties, information already obtained by the Receiving Parties prior to disclosure pursuant to this Agreement or information obtained with the consent of the Company.

3. Use. The Receiving Parties, and any third party whom the Evaluation Materials are provided, agree to use the Evaluation Materials solely for the purpose of evaluating a Transaction involving the Real Estate.  No other rights are implied or granted under the Agreement, and no Receiving Parties or third parties whom the Evaluating Material in any form without the express consent of the Company.  The Company and/or the Sellers/Owner of the Real Estate retain all ownership rights to the Evaluation Materials. Receiving Parties shall not under any circumstances advertise the Real Estate without express or written consent of the Seller/Owner. 

4. Duty of Care. The Receiving Parties retain all Evaluation Materials in a secure place with access limited only to the Receiving Parties’ agents who need to know such information for the purpose of evaluating the Transaction.

5. Agency. The Receiving Parties agrees to work exclusively through the Company for all matters related to the Real Estate and any Transactions involving the Real Estate.  Additionally, the Receiving Parties agree to direct all questions, comments, offering, and communication of any kind regarding the Real Estate to the Company, and will refrain from contacting Seller/Owner of the Real Estate without express or written consent of the Company.

6. Commissions. To be paid as per separate agreement with seller paying commission to aysaac allen Holdings as seller’s Representative, with the exception of a disclosed structure if necessary.           

7. Indemnity. Without prejudice to any other rights and remedies, the Receiving Parties agree to indemnify the Company from and all cost (including without limitation, legal costs and expenses on a full indemnity basis), claims, losses and liabilities suffered or incurred as a result of or in connection with any breach of any Receiving Party or its representatives or affiliates or any third party whom of the Evaluation Material is presented, of its or their obligations in this Agreement.

8. No Representation of Warranties. The Parties acknowledge that the Company is making no representation or warranties whatsoever regarding the Real Estate or the Transaction.  All information is subject to change without notice.

9. Miscellaneous.  (a) The Web page aysaacallen.com may be updated periodically with the consent of the Parties without fully executing a subsequent Agreement.

(b) This Agreement may be executed via password is your electronic signature, when used shall constitute an original binding on the parties.

(c) This Agreement shall terminate 2 years of the date first loved in.     

10. “Confidential Information” shall mean any information relating to the Properties listed on the AysaacAllen.com webpage. Notwithstanding the foregoing, however, Confidential Information shall not include information that (a) is or becomes publicly available (other than as a result of a disclosure by the undersigned in violation of this agreement), (b) is already known to the undersigned or becomes available to the undersigned on a non-confidential basis from a person who is not known by the undersigned to be bound by a confidentiality agreement or (c) was or is independently developed by the undersigned without use of Confidential Information furnished by the disclosing party. Notwithstanding anything to the contrary contained herein, the terms of this Agreement shall not limit or restrict the ability of undersigned’s affiliates to, directly or indirectly, engage in transactions with respect to the debt relating to the property (including institutional debt, commercial paper, notes, debentures, bonds, or other evidences or indebtedness) provided that the Confidential Information shall not be shared with any such affiliate.

Except in the ordinary course of business unrelated to the Property, the undersigned will not contact any lender, servicer (master or special) representatives, officers, employees, or affiliates of the borrower or any of their representatives/agents/attorneys (collectively, the “Borrower”) regarding the Property, without prior consent of Aysaac Allen  not to be unreasonably delayed or withheld. Furthermore the undersigned agrees that it will not directly or indirectly buy the whole note secured by the Property without Ownerships express written consent.

The undersigned may share the Confidential Information to those who need to know for the purpose of evaluating the Information, such as its affiliates, officers, directors, employees, advisors, partners, lenders, accountants, financial advisors, and attorneys (collectively, its “Representatives”).

The undersigned may disclose the Confidential Information to the extent required by law, regulatory authority, subpoena, summons, order or other governmental, regulatory or judicial process.
The undersigned agrees to indemnify Aysaac Allen against all losses directly or indirectly associated with any breach by the undersigned, any members of the undersigned’s Company (including affiliates) or advisors to the undersigned’s company of the Agreement. In the event of litigation, the defaulting party shall pay the prevailing party’s reasonable attorney fees and legal costs.

   In case of circumvention, the Receiving Party agree and guarantee that they will pay a legal monetary penalty that is equal to the commission or fee the circumvented Party, Company, should have realized in such transactions, by the person(s) engaged on the circumvention for each occurrence.  If Company commences legal proceedings to interpret or enforce the terms of THIS AGREEMENT. Company will be entitled to recover full commission and/or fees, court costs and reasonable attorney fees.

The parties will construe THIS AGREEMENT in accordance with the laws of the State of New York.   If any provision of this agreement is found to be void by any court of competent jurisdiction, the remaining provisions will remain in force and effect.

THIS AGREEMENT contains the entire understanding between the Parties and any waiver, amendment or modification to THIS AGREEMENT will be subject to the above conditions and must be stated /attached hereto.

Upon execution of THIS AGREEMENT by use of the password below to log-in and access information herein, the Parties agree that any individual, firm company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound by the terms of THIS AGREEMENT.  

A intellectual copy of this Non-Circumvention, Non-Disclosure and Confidentiality Agreement shall constitute a legal and binding instrument.  By setting forth my hand by use of the password below I warrant that I have complete authority to enter into THIS AGREEMENT.