Terms & Conditions
Introduction
These terms and conditions (these “Terms & Conditions”) apply to 959firstavenue.com (the “Website” or the “Site”). The Site is operated by Undivided Inc. and its affiliated companies (if applicable) (collectively referred to herein as the “Company”, “we”, “us,” or “our”). The Company offers the Site, including all information, tools and services available from this Site, to you, the user (“you” or “User”), conditioned upon your acceptance of the terms, conditions, policies, and notices stated herein. Your use of this Site constitutes your agreement to the Terms & Conditions which may be updated by us from time to time without providing you notice.
Site Guidelines
By accessing and/or using the Site, you agree to comply with the following Site Guidelines (the “Site Guidelines”):
You will comply with all applicable laws (see section titled “Jurisdiction and Applicable Law” herein) in your access or use of the Site and will not use the Site for any unlawful purpose within the scope of these Terms & Conditions;
You will not upload, post, e-mail, transmit, or otherwise make available any content that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
is false, inaccurate, misleading, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar personal information.
You will not stalk, threaten, or otherwise harass another person;
You will not access or use the Site to collect any market research for a competing business;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means;
You will not distribute or post spam, unsolicited bulk electronic communications, chain letters, or pyramid schemes;
You will not copy, modify, or distribute any content or materials from the Site, any services or tools, or any of the Company’s trademarks;
You will not harvest or otherwise collect any information about other Users, including email addresses or user preferences without their or the Company’s express written consent; and
You will not hack, modify, circumvent, or otherwise attempt to access portions of data contained within the Site that are not explicitly presented to you.
Restrictions
Access to the Site is restricted to individuals aged 18 years or older. While using the Site, User agrees not to use the site if User is not able to form legally binding contracts, or is temporarily or indefinitely suspended from using the Site.
Without limiting any other remedies, the Company may limit, suspend, or terminate any User’s access or ability to use the Site and its content, if the Company determines in its sole discretion that such User is or may be violating these Terms & Conditions; or acting inconsistently with the letter or spirit of the Company’s policies, or is otherwise creating a negative user experience for other Users. The Company reserves the right to cancel unconfirmed accounts that have been inactive for an extended period of time, or to modify or discontinue any part of or all of the Site. The Company reserves the right to take any technical or legal steps to prevent misuse of the Site and to delay or remove hosted content for any reason.
Intellectual Property
All text, images, marks, logos, compilations, and other content of the Site, excluding any User Content (collectively referred to as the “Content”) are proprietary to the Company or to third parties. All software used on the Site is proprietary to the Company or to third parties, and any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation, or other reduction of such software to human-readable form is prohibited.
The Content is protected under both United States and foreign laws. You have no rights in or to the Content, and you will not use the Content except as permitted under these Terms & Conditions. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited without the Company’s prior written consent.
The trademarks, service marks, and logos of the Company, including “Undivided” (the “Trademarks”) used and displayed on the Site are trademarks or service marks of the Company. Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific to 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 the Company’s Trademarks inures to our benefit.
None of the Content may be retransmitted without our express, written consent for each and every instance.
User Content
“User Content” means any photographs, images, text, drawings, pictures, comments, questions, suggestions, ideas, plans, notes, drawings, original or creative materials, or other information, provided by the User to the Company, whether in the form of email or submissions to the Company, or postings on the Site, or testimonials about the Company. When you submit User Content to the Company, you grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right under all copyright, trademark, patent, trade secret, publicity, privacy and other proprietary or intellectual property rights in the User Content, to use, copy, modify, make derivative works of, publish, broadcast, display, and distribute the User Content in any media known now or in the future. You represent and warrant that you have all right, title, and interest in and to such copyright, trademark, publicity and database rights as are necessary to grant the above rights to the Company.
Without limiting the foregoing, the Company will be entitled to unrestricted use and other exploitation of the User Content for any purpose whatsoever, commercial or otherwise, by any means and any media, and without compensation to the provider, author, creator or inventor of the User Content. You agree that any User Content is non-confidential (but subject to the Site’s Privacy Policy).
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 emails 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 or derived from 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.
No Warranties; Limitation of Liability
THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXCLUDING THOSE EXPLICITLY SET FORTH HERE OR ELSEWHERE ON THE SITE, AND INCLUDING BUT NOT LIMITED TO THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
(I) WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SITE FROM WHATEVER CAUSE, AND YOU AGREE THAT YOU USE THE CONTENT AND THE SITE AT YOUR OWN RISK;
(II) 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;
(III) WE SHALL NOT BE LIABLE FOR ANY INDIRECT, 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 SITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND,
(IV) OUR AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF THE SITE.
IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
The Company, including its members, officers, directors, employees and affiliates shall not be responsible for, and hereby disclaims any and all liability for death or personal injury unless caused by the Company’s or such person’s gross negligence or willful misconduct. Whether or not the Company has been advised of the possibility of such damages, the Company will not have any liability to you for any claim to the extent that such claim arises out of, is in connection with the Company services, or can be characterized as a claim for: loss of revenue or profits, loss of business opportunity or loss of contracts, loss of goodwill or injury to reputation, indirect, incidental, consequential, exemplary or special loss or damage; or anticipated savings.
The Company shall not be liable to you and will not be deemed to be in breach of these Terms & Conditions for any delay in performing, or failure to perform services where such delay or failure is due to causes or events beyond the Company’s reasonable control.
Applicable law may not allow the limitation of liability as set forth in this Section of these Terms & Conditions so limitation of liability may not apply to you. IF ANY PART OF THIS LIMITATION OF LIABILITY IN THIS SECTION IS FOUND TO BE INVALID, INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON THEN THE AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES IN SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200.00) OR THE AGGREGATE PAID BY YOU TO THE COMPANY WITH RESPECT TO THE TRANSACTION FOR WHICH SUCH LIABILITY IS CLAIMED, and under all circumstances, you are solely responsible for making your own arrangements for the payment or insurance of any excess loss.
External Sites
The Site 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 outside the scope of the Company agency. You are solely responsible for contacting the site administrator or webmaster for any such External Sites if you have any concerns regarding such links or any content located on such External 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 External Sites. You are solely responsible for taking 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.
Copyright
The Company takes the intellectual property rights of others seriously and complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).
If you have any complaints or objections to material posted on the Site, you may contact our designated Copyright Agent at the following address:
Undivided Inc.
102 Legend Drive, Unit 202
Sleepy Hollow, NY 10591
Attn: Copyright Agent
hello@undividedre.com
If writing to us at either our physical or e-mail address, please make sure to use the subject line “DMCA Notice” and provide the following information to our Copyright Agent (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Confidentiality
The Company warrants that it will keep secret any confidential information that the Company possesses concerning the User using a degree of care equal to the degree of care that the Company uses in connection with the treatment of its own confidential information, but in no event less than reasonable care. The Company will not copy, publish, use or disclose a User’s confidential information except that such confidential information may be disclosed (i) to employees or vendors on a need to know basis and as may be reasonably required in connection with the performance of the Company’s obligations under these Terms & Conditions, or (ii) in connection with the defense of any action; or (iii) as authorized by the User or by these Terms & Conditions. If the Company is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any confidential information of the User, the Company will reasonably cooperate with the User and provide the User with prompt notice of such request(s) as reasonably possible or so that the User may seek an appropriate protective order.
The obligation in this Section shall cease to apply to information or knowledge which (i) has become public knowledge otherwise than through any unauthorized disclosure or other breach by the Company; (ii) the Company lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (iii) the Company knew prior to receiving or acquiring such information or develops such information independently.
Privacy Policy
The Company shall maintain on its Site a current Privacy Policy (found here) detailing what information the Company collects from Users, how that information may be used and/or shared with third parties and how the Company may contact Users with offers of goods or services. The Privacy Policy is incorporated by reference into these Terms & Conditions and binding upon Users.
Indemnification
You agree to defend, indemnify, and hold us and our members, officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms & Conditions or your access to, use, or misuse of the Content or the Site. 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, at your expense, to assume the exclusive defense and control 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.
Jurisdiction and Applicable Law
The laws of the State of New York govern these Terms & Conditions and your use of the Site, and, subject to the arbitration provisions contained herein, you irrevocably consent to the exclusive jurisdiction of, and venue in, any state court of competent jurisdiction located in the State of New York, County of New York, or the United States District Court for the Southern District of New York, for purposes of adjudicating any action arising out of or relating to these Terms & Conditions or use of the Site, except for those matters to be arbitrated as set forth herein. Although Users may access this Site from other jurisdictions, this Site is designed to comply with the laws of the State of New York and of 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 Site 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.
Termination
We reserve the exclusive right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Site, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
Binding Arbitration
Any dispute, claim or controversy between you and the Company arising out of, relating to, associated with these Terms & Conditions (and the terms and provisions contained therein), or the breach thereof, the Content, or the Site (each a “Claim”) shall be submitted to and determined by arbitration in the State of New York, County of New York, pursuant to the rules then obtaining of the American Arbitration Association, before a single arbitrator. The determination of the arbitrator shall be final, binding and conclusive upon all parties and may be enforced not only in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York, to which jurisdiction the parties hereto agree to submit, but in any court of competent jurisdiction. Notwithstanding the foregoing, any party hereto may seek interim or provisional equitable relief in a court specified in herein, prior to the commencement of an arbitration proceeding without waiving such party’s right to demand or proceed to arbitration herein, in order to enjoin the breach or threatened breach of any of the terms and provisions hereunder.
The arbitrator sitting in any dispute or controversy arising hereunder shall not have the authority or the power to modify or alter any express condition or provision of these Terms & Conditions to render an award which by its terms, has the effect of altering or modifying any express condition or provision of these Terms & Conditions, and the arbitrator’s failure to comply with this provision shall constitute grounds for vacating an award.
Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Claim between the Company 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 IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Severability
If any court of competent jurisdiction, arbitrator or arbitration panel finds any provision of these Terms & Conditions to be unenforceable, the remaining provisions shall be unimpaired, and the unenforceable provision shall be reformed without further action by the parties and only to the extent necessary to make such provision valid and enforceable to achieve the like fundamental benefits, effect and economic intent of such provision.
Miscellaneous
Revisions to these Terms & Conditions. The Company may revise these Terms & Conditions from time to time. Your continuing use of the Site and its services will indicate your acceptance of the revised Terms & Conditions in any event.
No Third-Party Beneficiary Rights. No person, firm, corporation, partnership, business, entity or business organization, except as specifically provided for herein, shall be deemed a third-party beneficiary under these Terms & Conditions.
Waiver. Our failure to act on or enforce any provision of these Terms & Conditions shall not be construed as a waiver of that provision or any other provision in these Terms & Conditions. 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.
Entire Agreement. Except as expressly agreed by us and you in writing, these Terms & Conditions (which incorporates other policies such as the Privacy Policy) constitute 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 herein are provided merely for convenience and shall not be given any legal import.
Assignment. You may not assign these Terms & Conditions, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of the Company which may be granted or withheld in the Company’s sole and absolute discretion. Any attempted assignment that does not comply with these Terms & Conditions shall be null and void. The Company may assign its rights, benefits or obligations hereunder, in whole or in part, to any third-party in its sole discretion at any time.
Survival. Any provision of these Terms & Conditions which, by its nature, would survive termination or expiration of these Terms & Conditions will survive any such termination or expiration of these Terms & Conditions. These Terms & Conditions will insure to the benefit of our successors, assigns, licensees, and sublicensees.
Amendments Must Be In Writing. Except as otherwise provided herein, the Company shall not be bound by any amendment, supplement, cancellation or discharge of these Terms & Conditions except if the same is in writing and signed by an authorized officer of the Company.
Force Majeure. No liability (other than for the payment of money due) shall result to Company or any of its affiliates from any delay in performance or from non-performance caused by circumstances beyond the reasonable control of the Company, including but not limited to, acts of God, fire, flood, explosion, pandemic, epidemic, cyber-attack, war or terror, action or request of governmental authority, accident, labor trouble or shortage, or any other circumstances of a similar or different nature beyond the reasonable control of the Party affected.
Effective Date of Current Terms & Conditions: February 26, 2024