Last updated September 10, 2021
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
Brixmor Property Group, Inc., its subsidiaries and affiliates (“Brixmor,” “we,” or “us”), require that all visitors to the Pointe Orlando website (pointeorlando.com) operated by Brixmor (the “Site”) adhere to the following terms and conditions of use.
By accessing and using the Site, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Site (your “Company”), to be bound by and comply with the following terms and conditions of use and all additional terms incorporated by reference (these “Terms”) and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are not authorized to use the Site. BY ACCESSING AND USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS.
1. CHANGES TO THESE TERMS AND THE SITE
We may change these Terms or stop providing the Site at any time and without notice to you. You should view these Terms often (the date of the most recent revision to these Terms appears at the top of these Terms) to stay informed of changes that may affect you. Your access or use of the Site constitutes your continuing agreement to be bound by these Terms, as they are amended from time to time. We expressly reserve the right to make any changes that we deem appropriate from time to time to the Site.
2. Convenience and Information
The Site is provided to you as a convenience and for your information only. Your use of the Site is at your own risk. Brixmor does not warrant or represent that: (I) any materials, documents, recommendations, images, graphics, logos, designs, audio, video, or any other information provided from or on the Site (“the “Content”) is accurate or complete; (ii) the Content is up-to-date or current; (iii) Brixmor has any obligation to update any Content; (iv) the Content is free from technical inaccuracies or programming or typographical errors; (v) the Content is free from changes caused by a third party; (vi) your access to the Site will be free from interruptions, errors, computer viruses or other harmful components; or (vii) any information obtained in response to questions asked through the Site is accurate or complete.
3. LICENSE TO ACCESS AND USE
3.1 Subject to these Terms, Brixmor grants you a non-transferable, non-exclusive, revocable, personal, limited license to use and access the Site. The rights granted to you in these Terms are subject to the restrictions in these Terms. You are prohibited from using the Site: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to cause or launch any programs, spiders, robots, or scripts or other automatic or manual devices or processes for the purpose of extracting, scraping, indexing, surveying, or otherwise data mining any portion of the Site, or unduly burdening or hindering the operation and/or functionality of any aspect of the Site; (vi) to attempt to gain unauthorized access to or impair any aspect of the Site, or the related systems, servers, or networks; (vii) for resale, time-sharing or other similar purposes; (viii) to stalk, harass or harm another individual; (ix) to impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity; (x) to use any portion of the Site in any manner that may give a false or misleading impression, attribution or statement as to us or any other person or entity; or (xi) to decompile, reverse engineer, jeopardize the correct functioning of the Site, disassemble the Site, or otherwise attempt to derive the source code of the software that enables or underlies the Site, except as may be permitted by applicable law. Brixmor reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Brixmor will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
3.2 Except as otherwise permitted in these Terms, you may access and use this Site only for your personal use. Any other access to or use of the Site or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark, or other laws. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within any of the Content (each, a “Notice“). Except as provided in these Terms or otherwise expressly authorized by us in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Site or the Content or any access to or use of the Site or the Content. You may download one copy of any Content on this Site for personal, non-commercial use, provided that you do not modify or alter such Content in any way; share, distribute, or publish in its original form as published by Brixmor or in an altered or modified state; or delete or change any Notice. In addition, if you are a commercial real estate broker, you also may download sell sheets, property brochures, site plans, and other property-specific Content from the Site for use in connection with leasing space in Brixmor’s properties to your retailer clients, provided that you do not modify or alter the materials in any way, or delete or change any Notice.
3.3 Notwithstanding the foregoing, you may download the venue guide from the Site for the purpose of booking space for small and large parties.
4. USER CONTENT
4.1 The Site may now or in the future permit you to upload or post to the Site or otherwise submit to us in various forms of content, such as statements, reviews, ratings, feedback, ideas, questions, comments, and suggestions (collectively, “User Content”). We do not claim ownership in your User Content. However, by submitting any User Content, you hereby grant (and you represent and warrant that you have the right to grant) to Brixmor an irrevocable, perpetual, non-exclusive, transferable, royalty-free, and fully-paid worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, and use and exploit your User Content in any manner Brixmor deems appropriate, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You will not have or obtain any rights in or to any form, media, or technology incorporating any of your User Content.
4.2 You are solely responsible for your User Content and assume all risks associated with your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of User Content that personally identifies you or a third party. By uploading or posting User Content, you represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the User Content. You are fully responsible for any User Content you make and for the legality, reliability, appropriateness, and originality thereof.
4.3 You agree that you will not submit to Brixmor any information or ideas that you consider to be confidential or proprietary. Brixmor cannot guarantee any confidentiality with respect to any User Content. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate these Terms or otherwise create liability for us or any other person. Such action may include reporting you to law enforcement authorities.
6. INTELLECTUAL PROPERTY
6.1 Excluding any User Content that you may provide, you understand and agree that we own, or (where applicable) we have licensed from third parties, all intellectual property and proprietary right, title, and interest in and to the Site and all of the Content. You acknowledge and agree that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by accessing or using the Site or the Content. Such intellectual property and proprietary rights may include, but are not limited to, copyrights, trademarks and service marks, trade dress, and trade secrets, and all such rights are the property of Brixmor or its licensors and content providers. Neither these terms, nor your access or use of the Site, transfers to you or any third party any right, title, or interest in or to Brixmor’s intellectual property tights. Brixmor reserves all rights not expressly granted in these Terms. There are no implied licenses granted under these Terms.
6.2 The Brixmor and Brixmor Property Group marks and logos and all other marks, logos and icons identifying Brixmor (the “Brixmor Marks”) are the exclusive property of Brixmor. You may not use any of Brixmor Marks for any other purpose without Brixmor’s prior, express written permission.
The Terms will remain in full force and effect while you use the Site. We may suspend or terminate your right to use the Site (including your account, if any) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your account and right to access and use the Site will terminate immediately. Brixmor will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your account.
8. COPYRIGHT POLICY
8.1 If you believe that another user of the Site is unlawfully infringing copyrighted material(s), and wish to have the allegedly infringing material(s) removed, you must provide notice to our Copyright Agent at:
Brixmor Property Group
450 Lexington Avenue, Floor 13
New York, New York 10170
8.2 Please ensure that your notice includes: (i) identification of the copyrighted work(s) claimed to have been infringed; (ii) identification of the supposedly infringing material that is to be removed; (iii) information reasonably sufficient to permit us to locate the material on the Site; (iv) your address, telephone number, or email address; (v) a statement that you have a good faith belief that use of the material is in fact infringing and/or not authorized by the copyright owner, its agent, or the law; (vi) a statement that, under penalty of perjury, the information in the notification is accurate and where relevant you are authorized to act on behalf of the copyright owner; and (vii) your physical or electronic signature.
8.3 A provider of content subject to a claim of infringement may make a counter-notification. To file a counter-notification with us, please provide our Copyright Agent a notice containing the following: (i) identification of the supposedly infringing material that is to be removed; (ii) a statement that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iii) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your postal address is located, and that you will accept service of process from the party who submitted the infringement notification or his, her, or its principal or agent; and (iv) the signature, physical or electronic, of you or a person authorized to act on your behalf.
8.4 We will promptly provide the party that provided the notice of claimed infringement with a copy of the counter-notification, and inform the complaining party that we restore the removed or disabled content within ten (10) business days. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of the counter-notification, we will restore the removed or disabled materials. Until that time, the materials will remain removed or disabled. Before filing a copyright notification with us, make a careful determination as to whether or not the use of the material at issue is or may be protected by the “fair use” doctrine. You could potentially be held liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether there is infringement, it may be advisable to seek legal counsel.
9.1 Brixmor takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including any username and any password used in connection with your use of the Site.
9.2 You agree to notify Brixmor immediately if you discover loss or access to such information by another party not under your control and supervision. Brixmor will not be liable for any loss or damage arising from the unauthorized use of your username or password.
10.1 The Site may include links content provided by third parties (“Third Party Content”). Third Party Content is provided for your convenience and information only. Third Party Content is not under the control of Brixmor and Brixmor is not responsible for any Third Party Content. The inclusion of Third Party Content does not imply endorsement, affiliation, partnership, or sponsorship by Brixmor. Use of any Third Party Content is at your own risk.
10.2 By linking to the Site, you agree that you will not misrepresent your relationship with us or present false or misleading impressions about us. No hyperlinks to the Site may be used in a manner that implies or suggests that Brixmor approves or endorses you, your website, or your goods and services. We will have no responsibility or liability for any content appearing on your website. No hyperlink may appear on any page on your website or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights. Images of the Brixmor logo may not be used to link to the Site without our prior, express written permission.
10.3 We reserve the right, at any time and in our sole discretion, to request that you remove from your website all hyperlinks or any particular hyperlink to the Site. We may at any time, in our sole discretion, with or without cause, withdraw the permission granted herein to link to any pages on the Site. Upon our request, you agree to immediately remove all hyperlinks to the Site. Thereafter, your posting of any future hyperlinks to the Site will require our express written permission.
11. NO WARRANTIES
THE SITE AND SITE CONTENT ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND BRIXMOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR THE CONTENT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Brixmor (and our respective officers, directors, employees, representatives, service providers, affiliates, subsidiaries, and agents) from and against all claims, demands, suits, or other proceedings, and all resulting loss, damage, judgments, liability, cost, and expense (including reasonable attorneys’ fees), assessed or incurred by us, directly or indirectly, with respect to or arising out of: (i) your violation of these Terms; (ii) your use of the Site or the Content; (iii) your violation of applicable laws, regulations, or rights of any third party; (iv) your User Content; (v) your willful misconduct; and (vi) any unauthorized user of your account information (username and password). Brixmor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Brixmor. Brixmor will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
13. LIMITATION OF LIABILITY
13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL BRIXMOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE CONTENT, EVEN IF BRIXMOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND THE CONTENT IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR BUSINESS, OR LOSS OF DATA RESULTING THEREFROM.
13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE OR THE CONTENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. FORWARD-LOOKING STATEMENTS
Certain information on this Site may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our SEC filings, which are accessible on the SEC’s website at www.sec.gov and on this Site. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
15. GOVERNING LAW
15.1 All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York; except that the Federal Arbitration Act governs arbitration as far as applicable law permits.
15.2 Subject to Section 16 below, you agree that any claim asserted in any legal proceeding shall be commenced and maintained exclusively in any state or federal court located in New York County, New York, having subject matter jurisdiction. You hereby consent to the exclusive jurisdiction of such courts.
16.1 For any problem or dispute that you may have with the Terms, the Site, or the Content, you acknowledge and agree that you will first give Brixmor an opportunity to resolve your problem or dispute. This includes you first sending a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts that give rise to the dispute, and a proposed solution. You must send any Notice of Dispute by U.S. Mail to:
Steve Siegel, General Counsel
Brixmor Property Group
450 Lexington Avenue, Floor 13
New York, New York 10170
You agree to negotiate with Brixmor in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) calendar days after Brixmor’s receipt of your written description of it, you agree to the further dispute resolution provisions below. This Section 16 survives expiration or termination of these Terms for any reason.
16.2 You may litigate any dispute in small claims court in the in the State of New York (pursuant to Section 15) if the dispute meets all the requirements to be heard in small claims court. You may litigate in small claims court whether or not you negotiated informally first.
16.3 YOU AND BRIXMOR AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN YOU AND BRIXMOR IN INDIVIDUAL BINDING ARBITRATION IF IT CANNOT BE RESOLVED BY INFORMAL NEGOTIATION OR IN SMALL CLAIMS COURT. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATED TO THE SITE, THE CONTENT, OR THESE TERMS. However, this Section 16 does not apply to claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief, which you or Brixmor may bring in any court of competent jurisdiction. An arbitration is a proceeding before a neutral arbitrator instead of before a judge or jury. You understand that you are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award. IF APPLICABLE LAW DOES NOT ALLOW BINDING ARBITRATION TO APPLY TO YOU, THE ABOVE PROVISION WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
16.4 Any arbitration will be conducted by the American Arbitration Association (the AAA) in New York County, New York. The claimant party filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing party will initiate the arbitration. You and Brixmor will select an arbitrator in accordance with the applicable AAA rules, within thirty (30) calendar days of the date the demand for arbitration is filed. Except as otherwise required by law, neither you, Brixmor, nor the arbitrator may disclose the existence, contents, or results of any arbitration under these Terms without the prior written consent of you and Brixmor. Any award of the arbitrator will be accompanied by a statement of the reasons upon which the award is based. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. This Section 16 will not preclude you or Brixmor from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE TERMS, THE SITE, OR THE CONTENT MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the code of procedure established by the AAA, the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting provision were not contained herein.
17. LOCAL LAWS
Brixmor makes no representation that the Site is appropriate or available for use in jurisdictions outside the United States. Access to the Site from jurisdictions where such access is illegal is prohibited. If you choose to access the Site from other jurisdictions, you do so at your own risk and are responsible for compliance with applicable local laws. The Site may be subject to United States export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any United States technical data acquired from the Site, or any products utilizing such data, in violation of the United States export laws or regulations.
18. Age Restriction
You affirm that you are at least eighteen (18) years of age, or an emancipated minor, and are fully able and competent to enter into these Terms and abide by and comply with these Terms.
19. Electronic Communications
By using the Site, you consent to receive electronic communications from Brixmor unless you follow applicable opt-out procedures. Brixmor will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
20.1 These Terms constitute the entire agreement between you and Brixmor relating to your access to and use of the Site and the Content.
20.2 Our failure to exercise or enforce any right or provision of these Terns shall not operate as a waiver of such right or provision.
20.3 Any provisions of these Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to this Site.
20.4 The section titles in the Terms are for convenience only and have no legal or contractual effect.
20.5 If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
20.5 These Terms do not confer any rights, remedies, or benefits upon any person other than you.
20.7 We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
20.8 Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof.
20.9 Possible evidence of use of the Site for illegal purposes will be provided to law enforcement authorities.
21. OTHER AGREEMENTS
If you have entered into a separate written agreement with Brixmor with respect to your use of the Site or any Content, that agreement will supersede these Terms to the extent they are in conflict.
22. QUESTIONS Please contact us with any questions regarding the Site or these Terms at [email protected].