Effective November 15, 2024

 A. About Us:

Welcome to www.orionrealtynyc.com (the “Website”). Orion Realty NYC, LLC (“Orion Realty”, “us”, “we”, or “our”) provides information about real estate services and information about what we do by way of the Website and by the information otherwise available on the Website (together with the Website, Content (defined below), and all of the products and services offered by us excluding Property Services (defined below), the “Services”). By accessing or using the Services, you the end user of the Services (collectively, “User”, “you”, or “your”), expressly agree to be bound to and to abide by these Terms of Service (“Terms”), our Privacy Policy, and any other policy we may develop from time to time (collectively, “Policies”), which create legal and enforceable agreements whether or not you register for a user account with us (an “Account”), or whether or not you obtain, transmit, post, send, receive, link, email, submit, upload, download, or otherwise communicate (“Transmit”): User Content (defined below), text, images, video, audio, photographs, graphics, data, links, software, or any other input and data (collectively, “Content”) using the Services to us or other Users. If you do not agree to be bound to or to abide by these Terms of Service and our other Policies, do not browse the Website or use the Services.

BY ACCESSING OUR SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE PROVISIONS, CONDITIONS AND NOTICES CONTAINED IN THESE TERMS JUST AS IF YOU SIGNED THESE TERMS.

THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.

B. Our Terms of Service:

1. Service Conditions. You cannot not use the Services unless you are at least 18 years of age, or (b) you are 13 years of age or older, obtain the consent of your parent or legal guardian to use the Services, and your parent or legal guardian agrees to be bound by these Terms and agrees to be responsible for your use of the Services on your behalf. By accessing the Services, you represent and warrant to us that: (i) either subsection (a) or (b) above is true; (ii) you have the right, authority and capacity to agree to, and abide by these Terms; and (iii) you shall not use any rights granted hereunder for any unlawful purpose or for any purpose which violates these Terms, as determined by us.

2. Grant of License. These Terms provide you with a personal, revocable, non-exclusive, non-assignable, non-transferable, limited and temporary license to access and use the Services. We shall be entitled to terminate, restrict, or suspend this license granted to you with immediate effect and without notice, including removing your ability to access or use the Services, for any reason or no reason, as determined by us.

3. Devices. If you are accessing the Services via a mobile device, tablet, or computer which is owned or controlled by you (a “Device”) then, subject to your compliance with these Terms and our Policies, the license granted hereunder allows you to access the Services using your Device. You understand and agree that use of the Services via your Device may result in data or other charges from your communication service provider and you expressly release, indemnify, hold harmless, and defend us from any and all liability relating to any such charges and/or your Device.

4. To use certain aspects of the Services, you must create an Account. In connection with the Services, you agree to provide true, accurate, current and complete information as prompted by our registration forms, and to maintain and promptly update the information you provide to us in order to keep your information true, accurate, current and complete. It is your obligation to maintain and control passwords to your Account. YOU AGREE THAT YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ANY ACTIVITIES AND/OR ACTIONS TAKEN UNDER YOUR ACCOUNT, WHETHER OR NOT YOU HAVE AUTHORIZED SUCH ACTIVITIES OR ACTIONS. You agree to immediately notify us of any unauthorized uses of your username and password and/or any other breaches of security. There is no assumption by us of your responsibility to notify your local law enforcement agency of any identity theft. You agree we will not be liable for any loss or damages caused by your failure to comply with your security obligations.

5. Content and User Content.

(a) By Us. All Content on the Services, or obtained from a Linked Site (defined below) are provided to you ‘AS IS’, ‘AS AVAILABLE’ and ‘WITH ALL FAULTS’. Orion Realty provides the Services for informational purposes only. Any statements made by us and available through the Services are opinions only. OUR SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT DOES NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS LEGAL ADVICE OR SECURITIES ADVICE. Orion Realty is not a law firm, securities dealer, or investment advisor. We expressly disclaim all liability related to the accuracy or reliability of any opinion, advice, or Content on the Services or reliance on any of the aforementioned. The information, items, or descriptions of items or information published through the Services may include inaccuracies or typographical errors. We use reasonable efforts to provide you with useful Content, however, we do not warrant or represent that the Content available through the Services is complete or up-to-date.

(b) Linked Sites.

(i) Our Services may link to other sites by allowing you to leave the Services to access third party material or by bringing third party material into the Services via hyperlinks, inverse hyperlinks, and/or framing (a “Linked Site”). The appearance, availability, or your use of URLs or hyperlinks to Linked Sites referenced or included anywhere on the Services or any other form of link or re-direction of your connection to, with or through the Services, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Orion Realty or its Affiliates (defined below). We have no discretion to alter, update, or control the Content on a Linked Site. We do not verify, endorse, or have any responsibility for, any such Linked Sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any Linked Site, whether or not our logo(s) or sponsorship identification is on the Linked Site as part of a co-branding or promotional arrangement. If any Linked Site obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy which describes how we collect and use your personal information.

(ii) Third Party Products and Services. When you use the Services to purchase or use products or services from a Linked Site, you are purchasing that product or service directly from the third party Linked Site. If you purchase products or services from a Linked Site, your order is placed with, filled by, and shipped by that third party Linked Site. We have no involvement in any shipment, fulfillment, returns, or refunds associated with any products or services that you purchase from or view in connection with a Linked Site or third party. You understand that you must contact the third party Linked Site directly for inquiries related to any interactions you may have with Linked Sites, including but not limited to: returns, shipping, customer service, refunds, and general information. By using the Services, you expressly represent and warrant that you will abide by and will not violate any policies, rules, terms, or conditions of that third party Linked Site.

(c) Transmitted by You.

(i) You are solely responsible for and retain all rights in the Content that you create using the Services or Transmit on the Website or transmit to us or other Users (“User Content”). You agree that you will not: Transmit User Content containing obscenities, as determined by us; Transmit User Content of people who have not given permission for their images to be uploaded to the Services; Transmit User Content that infringes on the intellectual property rights of others; Transmit any User Content which violates any provision of the use restrictions in Section 10; and/or Transmit any objectionable User Content as determined by us in our sole discretion. WE ARE NOT RESPONSIBLE FOR ANOTHER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST USING OUR SERVICES.

(ii) You will retain ownership of your User Content. However, you also agree that by Transmitting Content anywhere within, on, or using the Services, you automatically grant to us an irrevocable, perpetual, non-exclusive, paid-up, royalty free license to use, copy, sell, and distribute such Content in any way and to prepare derivative or collaborative works of such Content of any kind, as well as authorize us to sublicense any of the aforementioned Content, each as determined by us. You further agree that we have the right to promote any Content through social media profiles, including but not limited to facebook.com and twitter.com (collectively “Social Media Profiles”), as determined by us in our sole discretion. You agree that any User Content you Transmit is not being disclosed in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of any review, compensation or consideration of any type. To the extent any ‘moral rights’, ‘ancillary rights’, or similar rights in or to the User Content exists and are not exclusively owned by us and to the extent you are able to do so under applicable law, you agree not to enforce any such rights as to us or our licensees, distributors, agents, representatives and other authorized users, and you shall procure the same agreement not to enforce any such rights from any others who may possess such rights. Without limiting the scope of the license granted to us by you hereunder or any future grant of rights, consents, agreements, assignments, and waivers you may make with respect to User Content, and to the extent allowed by applicable law, you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you with respect to User Content you Transmit on the Website or to us or other Users.

(iii) You represent and warrant that you own or otherwise possess all necessary rights with respect to your User Content, and that your User Content does not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or other property right of any third party, and that your User Content is not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, as determined by us.

(iv) You agree that we may but are not obligated to: filter any Content including but not limited to, deleting or replacing expletives or other harmful or offensive language; refuse to display any Content; remove Content from the Services for any reason or no reason, as determined by us; and/or disclose any Content and the circumstances surrounding the use thereof, to any third party for any reason or no reason, as determined by us. We are not responsible for, and will have no liability for, the removal or non-removal of any Content from the Services.

(vi) You agree and understand that you may be held legally responsible for damages suffered by other Users or third parties as the result of your remarks, information, feedback or other Content Transmitted on the Services that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, Orion Realty is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other Content posted or made available on the Services. Further, you agree to indemnify, hold harmless, and defend us from any liability and/or damages relating to any Content Transmitted by you or by a third person using your Account.

(d) Transmitted by Users or Others. We do not endorse and are not responsible for (i) the Content provided by other Users, (ii) the accuracy or reliability of any opinion, advice, statement, or Content made through the Services, (iii) any Content provided on Linked Sites, or (iv) the capabilities or reliability of any items or service obtained from a Linked Site. There are risks involved with relying on information on the Services, and you expressly assume those risks when using the Services. Under no circumstance will we be liable for any loss or damage caused by your reliance on any Content, items, other information, or services obtained through the Services or a Linked Site.

6. Property Services. As part of our business, we offer real estate purchase and sale services and related real estate services (collectively, “Property Services”) in connection with real property. If you engage us to perform Property Services, we will enter a separate agreement with you. The Property Services and the obligations and duties of Orion Realty and you shall at all times be subject to controlled exclusively by the Property Agreement. In the event of a conflict between these Terms and any Property Agreement, the provisions of the Property Agreement shall control. These Terms shall govern over your use of the Website and Services which are not Property Services.

7. Privacy Policy. By using the Services, you agree to the provisions of our Privacy Policy, which is hereby incorporated by reference. You further agree that we may disclose Personal Data (as defined in our Privacy Policy) according to our Privacy Policy, as determined by us. Please see our Privacy Policy for more information.

8. Intellectual Property.

(a) Trademarks. ORIONREALTYNYC.COM, and ORION REALTY NYC and all other graphics, logos, page headers, button icons, scripts, service names and other Content that we use, manage or control are trademarks, registered trademarks or trade dress of ours or our subsidiaries, officers, employees, independent contractors, suppliers, representatives, advertisers, licensors, licensees, successors, assigns, agents, partners, or other affiliates (collectively “Affiliates”) in the United States, other countries, or both. No one may use these trademarks or trade dress in connection with any product or service that is not our product or service without our express written permission. All other trademarks that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by us or any of our Affiliates.

(b) Copyright. Except in the case of Content under license to us, we claim a copyright, and all copyright protection afforded, under international, United States and the laws of the State of New York to all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, software (ours or our software suppliers), and all other Content on the Services. The compilation of all Content on the Services is our exclusive property, and it is similarly protected. We also claim a copyright, and all copyright protection afforded, under international, United States and the laws of the State of New York to all material described in the trademarks section above. Your access to all information and Content located on the Services is strictly permitted through the license granted to you under these Terms. Except for the license granted in these Terms, all rights, title and interest in Content, in all languages, formats and media throughout the world, including all copyrights, are and will continue to be the exclusive property of ours and other parties. Except as permitted by these Terms, you are prohibited from modifying, copying, distributing, displaying, publishing, selling, licensing, creating derivative works, or using any Content available on or through the Services without our prior written permission, or in the case of Content owned by a third party, without first receiving permission from the owner of that Content. You may not alter or remove any trademark, copyright or other notice from copies of the Content.

(c) Infringement Claims. We respect the intellectual property of others and ask that Users do the same. In connection with the Services, we have adopted and implemented a policy in accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) respecting intellectual property that provides for the removal of any infringing or unauthorized materials and for the Account termination, in appropriate circumstances, of Users who are infringe on the intellectual property rights of others. If you believe that a User is, through the use of the Services, unlawfully infringing by submitting unauthorized Content, and wish to have the allegedly infringing or unauthorized material removed contact us at [email protected].

9. Linking To Our Website. You are granted a limited, revocable, non-exclusive right to create a text hyperlink to the Website, provided that such link does not portray Orion Realty or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking website does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time and for any reason or no reason, as determined by us in our sole discretion. Upon such time as we notify you that your limited right to link to the Website has been revoked by us, you agree to immediately cease using and remove any and all links to the Website which were previously created, used, or controlled by you. You may not use an Orion Realty logo or other proprietary graphic of Orion Realty to link to this Website without the express written permission of Orion Realty which we may withhold in our absolute discretion. Further, you may not use, frame or utilize framing techniques to enclose any Orion Realty trademark, logo or other proprietary information, including the images found on the Website, any text or the layout/design of any page or form contained on a page of the Website without Orion Realty’s express written consent. Except to the extent you may link to the Website as noted above, you are not conveyed any other right or license by implication, estoppel or otherwise.

10. Use Restrictions. You may not use or plan, encourage or help others to use the Services for any purpose or in any manner that is prohibited by these Terms or by applicable law. In using the Services, you agree at all times that you shall not: (a) infringe on the copyrights or other intellectual property rights of Orion Realty, a User, or a third party (b) copy, distribute, or modify any part of the Services without our prior written authorization; (c) Transmit inappropriate, inaccurate, false, misleading, or objectionable Content to the Services, as determined by us; (d) transmit any Content which contains software viruses, or other harmful computer code, files or programs; (e) Transmit Content that falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; (f) make threats or use profanity; (g) harass, stalk or intimidate other Users; (h) manipulate or exclude identifiers in order to disguise the origin of any Content; (i) disrupt the networks connected to the Services, including but not limited to by: attempting to probe, scan or test the vulnerability of the Services, attempting to breach security or authentication measures without proper authorization, or attempting to interfere with the Services or a User, by means such as overloading, ‘flooding’, ‘mailbombing’ or ‘crashing.’; (j) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Services; (k) collect Content, personally identifying information, and/or other information from the Services, or otherwise access the Services, by using any automated means, including but not limited to, ‘robots’, ‘spiders’, ‘scrapers’ and ‘offline readers’, without our prior written approval which we may withhold in our discretion; (l) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, sell, or distribute the Services; (m) rent or lease any rights in the Services in any form to any third party or make the Services available or accessible to third parties; (n) use any communications systems provided by the Services to send unsolicited or unauthorized commercial communications, including but not limited to by email, SMS, MMS, or any other means; (o) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices displayed on the Services; (p) mislead or attempt to mislead or defraud or attempt to defraud or conceal any information relating to Content or other information that you provide to us; (q) link, deep link, ‘frame’ or ‘mirror’ any part of the Services without our prior consent; or (r) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, or inappropriate purpose, or in any manner that breaches these Terms or is otherwise objectionable, as determined by us in our sole discretion.

11. Termination, Restriction, and Suspension.

(a) Termination By You. You may cancel your Account at any time for any reason or no reason by notifying us in writing (email to [email protected]) is acceptable. Upon cancellation of your Account, access to certain features of the Services may be restricted. Termination of your Account will be effective within a reasonable time after we receive notification of your desire to cancel, as determined by us.

(b) By us. We retain the right to terminate, restrict, or suspend these Terms, your Account, and/or license to access or use the Services at any time in our absolute and sole discretion, without prior notice, for any reason or no reason, as determined by us.

(c) After Termination. Upon termination of your Account and/or license to access or use the Services for any reason, you agree that we may take any measures we deem necessary to prevent you from accessing the Services, including by blocking your IP address. You agree that after termination of your access to the Services, we are not obliged to retain or provide to you any Content or Personal Data (as defined in our Privacy Policy) which was collected by us, but we may elect to do so in our sole discretion, for a duration determined by us.

12. DISCLAIMERS. IF YOU CHOOSE TO USE OUR SERVICES, YOU DO SO AT YOUR SOLE RISK. OUR SERVICES AND CONTENT ARE PROVIDED ‘AS IS’, ‘AS AVAILABLE’ AND ‘WITH ALL FAULTS’ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, OUR SERVICES. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE WEBSITE, AND/OR THE SERVICES ORION REALTY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUIET TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ORION REALTY MAKES NO WARRANTY THAT THE WEBSITE, SERVICES, AND/OR CONTENT WILL MEET YOUR NEEDS, EXPECTATIONS, BE TO YOUR SATISFACTION, OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE, BUG-FREE, OR MALWARE-FREE BASIS. ORION REALTY MAKES NO WARRANTY REGARDING THE QUALITY OF OUR SERVICES OR CONTENT, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORION REALTY OR THROUGH THE SERVICES OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE USER ALSO ACKNOWLEDGES THAT WE DO NOT GIVE LEGAL OR SECURITIES ADVICE.

13. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF claims, actions, demands, suits, or proceedings (“Claims”) RELATING TO (A) THE SERVICES, (B) THESE TERMS, (C) CONTENT, (D) OR ANY OTHER ASPECT OF OUR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (BREACH OF CONTRACT, A BREACH OF WARRANTY, NEGLIGENCE, PRODUCTS LIABILITY, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall our total liability to you for all damages (regardless of whether the Claim for such damages is based in contract, tort, strict liability, or otherwise) exceed one hundred twenty-five dollars ($125). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

14. Dispute Resolution.

(a) In the event that any dispute arises with respect to the Services, Terms, or any of our Policies, upon our election in our sole discretion, such dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, in New York County, New York, and at our option, such arbitration shall be before a single neutral arbitrator selected in our sole and absolute discretion. In the event we elect not to require that a dispute arising with respect to the Services, Terms, or any of our Policies be submitted to binding arbitration as described above, any such dispute shall nevertheless be litigated in the state courts located in New York County, New York or in the U.S. District Court for the Southern District of New York, as the case may be. You shall be liable for and shall reimburse us for our expenses and fees, including attorneys’ fees, in the event any arbitration or litigation arises out of, under, or relating to these Terms or any of our Policies, or your use of the Services. By using the Services, you irrevocably agree and consent to be bound to personal jurisdiction of and venue selection in the state courts located in New York County, New York or in the U.S. District Court for the Southern District of New York as the case may be, whether either arbitration or litigation arises between us and you. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

(b) YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS USER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS WE AGREE OTHERWISE, THE DECISION-MAKER MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE DECISION-MAKER MAY AWARD RELIEF ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS. ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

(c) You agree that irreparable harm to us would occur in the event that any of the provisions of these Terms, including but not limited to the provisions of Sections 5, 8, 9, and 10 were not performed fully by you or were otherwise breached by you, and that money damages are an inadequate remedy for breach of the Terms because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by us in the event that these Terms are not performed in accordance with its provisions or is otherwise breached. It is accordingly hereby acknowledged that, notwithstanding any provision of this Section 14, we shall be entitled to petition the courts listed in Section 14(a) for an injunction or injunctions to restrain, enjoin and prevent a failure to perform these Terms by you, without positing bond or other security, and to enforce specifically such provisions of these Terms.

(d) Dispute Resolution Severability. If a court decides that any term or provision relating to our ability to submit any above-mentioned dispute to arbitration or to the above class action wavier according to this Section 14, the parties agree to litigate any such dispute according to Section 14(a) above and to replace any other such terms or provisions of Section 14(a) or Section 14(b) with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Section 14 shall be enforceable as so modified. In any event, the remainder of these Terms will continue to apply.

15. Indemnification. You agree to indemnify, defend, and hold harmless us and our Affiliates from and against any and all Claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of, under, or relating to: your use, misuse, or inability to use the Services; any infringement of a third party’s rights; your Device; a breach of representation or warranty; your User Content; alterations of, loss of, or unauthorized access to any information sent or received or not sent or received by you or us; any defamatory, offensive, fraudulent, or illegal use of the Services by you; any accidental or improper disclosure of information; and any violation by you of these Terms or any of our other Policies.

16. Survival. Notwithstanding anything herein to the contrary, the provisions of Sections 3, 5, 6, 8, and 11 through and including 25 of these Terms, as well as any provision of these Terms which in accordance with its terms is intended to survive the termination of these Terms, your Account, or your license to use or access the Services shall survive any such termination.

17. Notification. By using the Services, you agree that we may provide you with any notices or other communications about the Services or your Account electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Website. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. We will use best efforts to honor a User’s request to opt out of promotional messages, but under no circumstances will we be liability for Transmitting any Content to Users.

18. Severability; No Waiver. The representations and warranties and/or covenants set forth herein are each to be construed as a separate agreement, independent of any other provisions of these Terms. Further, the invalidity or unenforceability of any provision, word, phrase, clause, sentence, paragraph or section of these Terms shall in no way affect the validity or enforceability of any other provision, word, phrase, clause, sentence, paragraph or section of these Terms, and any such invalid or unenforceable provision that is overbroad shall be deemed narrowed to the broadest term permitted by applicable law and shall be enforced as narrowed. If one or more of the provisions in these Terms is deemed invalid or unenforceable, then the remaining provisions will continue in full force and effect. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us as determined by us.

20. Our Relationship with You. With respect to you, we are an independent contractor only. Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, you and Orion Realty to be treated as partners, joint venturers, or otherwise as joint associates for profit, or either you or us to be treated as the agent of the other.

21. Third Parties. From time to time, we may engage third parties or Affiliates to assist us in providing certain aspects of the Services, including but not limited to marketing functions. You agree that we may engage such third parties in providing Services to you, as determined by us.

22. Entire Agreement; Modification. These Terms together with our Polices any other document referenced herein, constitutes the entire understanding between us and you with respect to the subject matter hereof. You agree that we may amend, modify, or alter these Terms and/or our Polices at any time in our sole discretion. We will notify you about changes to these Terms by placing the updated Terms on the Website. You agree that your use of the Services after such notification will constitute acceptance by you of such changes to the Terms.

23. Headings. Headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms. Further, whenever the context requires, all words, including but not limited to defined capitalized terms, will include the masculine, feminine, and neutral, and each word will include the singular form, plural form, and other conjugations of that word.

24. Governing Law; English Language. You agree that: (a) the Services shall be deemed solely based in New York County, New York (where we have our headquarters), and (b) the Services shall be deemed passive which does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York County, New York. These Terms, our Privacy Policy, and other Policies are governed by the laws of the State of New York and of the United States of America, and without regard to conflicts of law principles. In the event of a conflict between these Terms and a foreign language version of the Terms, the English language version of these Terms shall govern. All disputes, claims and causes of action (and related proceedings) will be communicated in English.

25. Compliance. You represent and warrant that you shall comply with all applicable laws, statutes, ordinances, and regulations regarding use of the Services, including but not limited to anti-money laundering laws and regulations. The Services are designed and targeted to Users who reside in the United States. We make no representation that the Services are operated in accordance with the laws or regulations of, or governed by, other nations. By accessing the Services you certify that you meet the age and other eligibility requirements for use of the Services under these Terms and applicable law. Those who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law. Further, you agree to comply with all laws, restrictions and regulations relating to the export of items, Content, and the Services. For purposes of the U.S. Export Administration Act (“Export Laws”), you state you are: (a) not a citizen, or otherwise located within, an embargoed nation (including without limitation the Office of Foreign Assets Control (“OFAC”)) comprehensively embargoed countries of Iran, Syria, Cuba, North Korea and Sudan and certain Specially Designated Nationals listed by OFAC as updated from time to time and (b) not otherwise prohibited under the Export Laws from receiving the Services and Content.

26. Feedback. We value your comments and opinions. If you have questions, comments or a complaint about these Terms, you may send a written notice to us at: [email protected].

Privacy Policy

Effective June 21, 2014

A. About Us:

Welcome to www.orionrealtynyc.com (the “Website”). Orion Realty NYC, LLC (“Orion Realty”, “us”, “we”, or “our”) provides information about real estate services and information about what we do by way of the Website and by the information otherwise available on the Website (together with the Website, Content, and all of the products and services offered by us excluding Property Services, the “Services”). By accessing or using the Services, you the end user of the Services (collectively, “User”, “you”, or “your”), expressly agree to the provisions of and the data practices reflected in this Privacy Policy (“Policy”), or Terms of Service, and any other policy we may develop from time to time (collectively, “Policies”), which create legal and enforceable agreements whether or not you register for a user account with us (an “Account”), or whether or not you obtain, transmit, post, send, receive, link, email, submit, upload, download, or otherwise communicate (“Transmit”): User Content (defined below), text, images, video, audio, photographs, graphics, data, links, software, or any other input and data (collectively, “Content”) using the Services to us or other Users. If you do not agree to the practices described below in this Policy, do not browse our Website or use our Services, as your continued use of our Services indicates that you are agreeing to the collection, use, disclosure, management and storage of your Personal Data and other information as described in this Policy.

B. Privacy Policy:

Please read this Policy as it includes important information regarding your Personal Data and other information. Capitalized terms not defined in this Policy shall have the meanings given to such terms in the Terms of Service. If you have any questions or concerns, please do not hesitate to contact us at: [email protected].

1. Information We Collect.

(a) Personal Data. Personal Data and other information are collected from you when you create an Account with us or when you otherwise disclose Personal Data or other information to us or third parties when using the Services. “Personal Data” means any information that may be used to identify an individual. Personal Data does not include aggregate information. To use certain aspects of our Services you may be asked to provide us the following Personal Data: your full name, company name, and email address.

(b) Location Data. We and third parties with whom we may partner may collect location information in relation to a User’s Device and use of the Services (“Location Data”) with respect to you. If you use the Services, then you are providing consent to collect Location Data such as the physical location of your Device which will be used to provide you with certain features of the Services. This Location Data is collected anonymously in a form that does not personally identify you. Location Data is aggregated with data from Devices of other Users to enhance the quality of Content Users provide to us and to enhance the quality of the Services we provide to you. We may also share your Location data with third parties. Location Data is shared anonymously in a form that would not personally identify you.

(c) Use Data. When you send or receive Content using our Services, we collect data about that Content.

(d) Log Information. When you browse our Services, you do so anonymously, unless you have previously created an Account with us. However, we may log your IP address to give us an idea of which part of our Services you visit and how long you spend there. However, we do not link your IP address to any Personal Data unless you have logged into our Services. Also, our Services may use a standard technology called a ‘cookie’ to collect information about how you interact with our Services. Please see Section 7 below for more information.

(e) Aggregate Data. Certain aspects of our Services are set up to collect and report aggregate information. Aggregate information is data we collect about the use of the Services or about a group or category of products, services or Users, from which individual identities or other Personal Data has been removed. In other words, information about how you use the Services may be collected and combined with information about how others use the Services. Aggregate data helps us understand trends and User’s needs so that we can better consider new features or otherwise tailor our Services. This Policy does not restrict what we can do with aggregate information.

(f) Analytics. We use Google Inc.’s (“Google”) analytics tools (“Google Analytics”) to collect information about use of our Services. Google Analytics collects information such as how often Users visit our Website, what pages Users visit when Users visit our Website, and the other websites they accessed prior to accessing our Website. We use the information gathered from Google Analytics to improve our Services. Google Analytics collects information such as the IP address assigned to you on the date you visit our Website, but does not collect Personal Data. We do not combine the information collected through the use of Google Analytics with Personal Data. Although Google Analytics may plant a cookie on your web browser to identify you as a unique User the next time you visit our Website, the cookie cannot be used by anyone but Google Analytics. Google’s ability to use and share information collected by Google Analytics about your visits to our Website is restricted by the Google Analytics Terms of Use and the Google Privacy Policy. You can prevent Google Analytics from recognizing you on return visits to this Website by disabling cookies on web browser. See Section 7 below for more information.

(g) Device Information. We may collect data about the Device you use to access our Services, including the hardware model, operating system and version, MAC address, unique device identifier (‘UDI’), phone number, and mobile carrier information.

(h) Tracking Technologies. We collect information through technology, such as cookies, flash cookies and web beacons, including when you visit our Services or Linked Sites. Please see Section 7 below for further information regarding tracking technologies.

(i) From Third Parties. We acquire information from other trusted sources to update or supplement the information you provided or we collected automatically. Local law may require that you authorize the third party to share your information with us before we can acquire it.

2. How We Use It. We and our third party partners use your Personal Data to:

(a) enable us to provide the Services to you;

(b) notify you regarding Services, your Account, or fees;

(c) increase the usability of the Services;

(d) provide information about promotional offers;

(e) investigate objectionable use of the Services;

(f) respond to requests for assistance from our customer support team;

(g) analyze trends and use of our Services; and

(h) carry on our business, as determined by us.

3. Who We Share It With.

We will share Personal Data with third parties and/or our Affiliates:

(a) When you have enabled us to share your Personal Data with another company or our Affiliates, such as: in sending you offers and promotions about their products and services; or allowing us to share your personal data with third parties or Linked Sites, such as Social Media Accounts. Once we share your Personal Data with another company, the information received by the other company becomes subject to the other company’s privacy practices.

(b) When necessary, as determined by us in our sole discretion, to provide Services to you. This includes for the uses listed in Section 2 above.

(c) When required by law or by court order.

(d) To protect our rights and property, to prevent fraudulent activity or other deceptive practices of Users or third parties, or to prevent harm to others.

(e) If we are acquired by or merged with another company, or if our assets are sold to another company. In all of these circumstances, you understand and agree that our Terms of Service and this Policy will be assigned and delegated to the other company.

(f) To perform tasks for us or in connection with our business, as determined by us. We may use third parties to help operate the Services and perform other aspects of the Services. You agree we may share your Personal Data with our Affiliates and other third parties that provide services to us in connection with our business (such as website or database hosting companies, address list hosting companies, email service providers, analytics companies, distribution companies, and other similar service providers that use such information on our behalf). Unless otherwise stated, these third parties do not have any right to use the Personal Data we provide to them beyond what is necessary for them to assist us, as determined by us.

4. Your Choices.

(a) Any Content that you Transmit may be searchable by other Users and third parties as well as subject to use by others. Once you have Transmitted Content or made it viewable to others, that Content may be re-shared by others and we have no control or liability regarding how others my use the Content you Transmit. We make every effort to prevent undesired disclosure of Content or Personal Data. However, we are not responsible for how others may use Content or Personal Data that is disclosed by you to Users or third parties using the Services.

(b) The Services may allow you to share Content on Social Media Accounts. If you use such functionality of the Services, then you should use caution when determining to whom you want to make Content available. If you choose to Transmit Content on third party Social Media Accounts, then, depending on the privacy settings of your Social Media Accounts, it is possible that persons in addition to those to whom you intended to view that Content could have access to that information. Accordingly, you should use caution when sharing Content via third party Social Media Accounts and you should carefully review the privacy practices of such Social Media Accounts.

(c) If you remove information, Personal Data, or Content that you Transmit to the Services, copies may remain viewable in cached and archived pages of the Services, or if other Users or third parties copied or saved that information.

(d) You may opt out of targeted advertisements from some third party companies by visiting the Network Advertising Initiative or Digital Advertising Alliance Consumer Choice Page, which provide simple ways to opt out of ad targeting from participating third party companies. When you opt out, your selection will be stored in a cookie that is specific to your Device or computer and the web browser you are using. The opt out cookie has an expiration date of five years. If you delete the cookies on your Device, you will need to opt out again.

(e) We will contact you from time to time for marketing purposes. Unless you have opted out, this could include contacting you by phone or email. You may opt-out of receiving marketing communications from us by the following means: (i) contacting us at [email protected]; (ii) following the instructions in the communication; or (iii) by mailing the request to us at 464 Hudson Street #259 New York, NY 10014.

5. Security of Your Personal Information. We exercise care and prudence in protecting the security of Personal Data provided to us. We carefully protect your data from loss, misuse, unauthorized access or disclosure, alteration, or destruction. Personal Data is stored in password-controlled servers with limited access. However, you have a significant role in Account security. Someone may see or edit your Personal Data if that person gains access to your username and password, so do not share these with others. WE TAKE THESE PRECAUTIONS IN AN EFFORT TO PROTECT YOUR INFORMATION AGAINST SECURITY BREACHES. HOWEVER, THIS IS NOT A GUARANTEE THAT SUCH INFORMATION MAY NOT BE ACCESSED, DISCLOSED, ALTERED, OR DESTROYED BY BREACH OF SUCH FIREWALLS AND SECURE SERVER SOFTWARE. BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO ASSUME THESE RISKS.

6. Your Account. Users may review and update Personal Data by logging into their Account. To protect your privacy and security, we will also take reasonable steps to verify your identity, such as password and username, before granting access to any Personal Data. If your Account is terminated by you or us, we will remove your name and other Personal Data from our publicly viewable database. If you close your Account, we have no obligation to retain your information, and may delete any or all of your Account information without liability. However, we may retain Content related to you for any reason or no reason, as determined by us. We may also retain and use your Content if necessary to provide Services to other Users. We disclaim any liability in relation to the deletion or retention (subject to the terms of this Policy) of Content or any obligation not to delete the Content.

7. Cookies and Tracking Technology. We and other third parties with whom we may partner may use cookies, clear GIFs and .pngs (also known as ‘web beacons’), or local shared objects (sometimes called ‘flash cookies’) to help personalize the Services. A cookie is a text file that is placed on your computer or other device by a server. Cookies cannot be used to run programs or deliver viruses to your computer or other device. Cookies are uniquely assigned to you, and can only be read by the server that issued the cookie to you. A web beacon is typically a transparent .gif or .pngs graphic image (usually 1 pixel by 1 pixel in size) that is used in conjunction with the Services, which allows us or third parties with whom we may partner to measure the actions of Users who interact with the portion of the Services that contain the web beacons. We and other third parties use web beacons to measure traffic and related browsing behavior, and to improve your experience when using the Services. We and other third parties may also use customized links or other similar technologies to track hyperlinks that you click, and associate that information with your Personal Data in order to provide you with more focused communications. You have the ability to accept or decline cookies and web beacons may be unusable if you elect to reject cookies. Most web browsers automatically accept cookies, but you can usually modify the settings to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Services.

8. Compliance with the Children’s Online Privacy Protection Act. We recognize the need to provide further privacy protections with respect to Personal Data we may collect from Children who use our Services. For that reason, we make every effort to comply with the regulations of the Children’s Online Privacy Protection Act of 1998 (at 15 U.S.C. § 6501–6506). We never collect or maintain Personal Data through the Services from those we actually know are under thirteen years of age, and no part of the Services are structured to attract anyone under thirteen years of age. We expressly disclaim, and you expressly release us from, any and all liability whatsoever for any controversies, claims, suits, injuries, harm, loss, penalties, damages, arising from and/or in any way related to any misrepresentations regarding the age of any User. We reserve the right to suspend and/or terminate with or without notice the Account of User who we believe has provided false information when registering for and/or using the Services and each User agrees to make no further use of the Services after termination and/or during suspension.

9. Linked Sites. The Services and/or third parties may provide links to Linked Sites and data provided by third parties. However, we are not responsible for the privacy practices employed by Linked Sites, nor are we responsible for the information or materials that third party data contains. This Policy applies solely to information collected by us through the Services; thus when you use a link to go from the Services to a Linked Site, this Policy is no longer in effect. We encourage Users to read the privacy policies of Linked Sites before proceeding to use them. When you conduct e-commerce with a Linked Site, certain Personal Data s may be collected by the Linked Site and made available to us.

10. Changes to our Policy; Miscellaneous. We reserve the right to change this Policy, our Terms of Service, and our other Polices at any time. We will notify you about changes to this Policy by placing the updated Policy on the Services. You agree that your use of the Services after such notification will constitute acceptance by you of such changes to our Policy. This Policy is and any disputes in connection with this Policy are subject to our Terms of Service and our other Policies which are each hereby incorporated herein by reference. In the event of any conflict between the provisions of this Policy and our Terms of Service, our Terms of Service shall control and the remaining provisions this Privacy Policy shall be supplemental.

11. Questions or Comments Regarding this Policy. We value your comments and opinions. If you have questions, comments or a complaint about compliance with this Policy, you may send a written notice to us at: [email protected].