To access Due Diligence, you I acknowledge and agree as follows:
PRUSA LLC d/b/a Paramount Realty USA (along with its principals, agents, employees, affiliates, successors or assigns, collectively or individually, as applicable, “PRUSA”) is a marketing firm and a licensed real estate broker (unique ID number 10991221111) specializing in sealed bid and auction strategies. The reader/recipient of this information, on behalf of him/herself and/or any entity with which such person is affiliated and/or in which such person has an ownership interest, and along with each of such person’s respective partners, principals, agents, employees, affiliates, successors or assigns (collectively, “Bidder”), hereby agrees to the following, in connection with any real property, personalty, loan, asset or other property (“Property”) marketed, offered for sale, or sold by or in connection with PRUSA.
1. Bidder hereby acknowledges its interest in potentially purchasing Property and wishes to access information from PRUSA pertaining to the Property (such information, individually or collectively, as applicable, “Due Diligence Information”).
2. Bidder agrees that the Due Diligence Information, as well as all other information provided in connection herewith, is proprietary and confidential and provided for informational purposes only. Some information was furnished by outside sources. Bidder acknowledges that there may be one or more listing agents, including or not including PRUSA, for a given Property. Neither PRUSA, nor any seller(s), and/or listing agent(s), nor any of their respective principals, agents, employees, affiliates, successors or assigns (collectively, and together with PRUSA, “Seller Group”), makes any warranty or representation, express, implied or otherwise as to any matter whatsoever, including but not limited to information contained in the Due Diligence Information or otherwise. Bidder agrees that Seller Group shall have no liability to Bidder, to any prospective purchaser of Property, or to any other, as a result of any information being provided, directly or indirectly, to such person(s). No third-party liability may be created or implied hereby. Bidder agrees not to rely upon any information provided by or through PRUSA and to independently conduct any and all studies, investigations, reports, searches and other inquiries, including but not limited to consulting with third-party experts, before bidding on or purchasing any Property.
3. Bidder agrees to keep the Due Diligence Information and all other information provided by Seller Group confidential and agrees not to disseminate same to any third-parties (except to partners, lenders, advisors and others in connection with the purchase of Property). Bidder understands that any unauthorized disclosure, distribution or use of Due Diligence Information may result in personal liability and penalties under the law. PRUSA reserves the right to refuse participation or admission to anyone, in any capacity or medium (including but not limited to in-person, online, and sealed bid auction formats), from any offering, for any or no reason. No physical access to any Property is permissible without PRUSA’s prior written approval.
4. Notwithstanding anything to the contrary, Bidder acknowledges that, unless explicitly provided in writing by PRUSA, no commission shall be paid by Seller Group to any Bidder or any agent thereof. Agents seeking compensation, including but not limited to cooperating broker commissions, buyer broker commissions or otherwise, must look solely and exclusively to purchaser(s).
5. Notwithstanding anything to the contrary, by accessing PRUSA’s website, Due Diligence Information or any other information provided by or in connection with PRUSA, and/or by participating in the bidding and/or purchase and/or sale of any Property offered by or in connection with PRUSA, Bidder (a) completely and irrevocably releases Seller Group, individually and collectively, from any and all claims, causes of action, liabilities, losses, damages, suits, and/or third party actions, whether in connection with any matter relating to a property or the purchase thereof, or otherwise, (b) acknowledges that in no event will Seller Group be liable for any loss or damage, including, without limitation, indirect or consequential loss or damage, for any matter, whether in connection herewith, with any Property, with any information contained in, or accessible through, the Due Diligence Information, or the inaccessibility or unreliability of any virtual data room, online bidding platform, app, website and/or other digital platform that PRUSA or any other may make available, (c) agrees to the terms hereof and to any terms of sale, as provided by PRUSA, whether in the Due Diligence Information for a particular Property or auction or elsewhere, including but not limited to Bidder’s obligation to pay to PRUSA, or its designee or assignee, on or before closing, the relevant Buyer’s Premium as set forth by PRUSA in the Due Diligence Information and/or elsewhere, (d) agrees not to circumvent, or seek to circumvent, PRUSA in any manner regarding any interest in Property or in any other property or opportunity presented by PRUSA for a period of 1 (one) year from the date last presented to or accessed by Bidder, and (e) forever and unconditionally releases Seller Group from any cause or claim, whether in connection herewith, the Property, or otherwise.
6. No verbal statements may be relied upon. Notwithstanding anything to the contrary, neither PRUSA, nor any person or entity, other than seller, has the authority to enter into any binding agreement, letter of intent, contract, or other agreement with respect to any Property.
7. Seller Group disclaims any and all liability for any inaccuracy, errors or omissions contained in any material pertaining to any property. All references to square footage, dimensions, sums, values, amounts and other numbers are approximate and may be incorrect. Bidder and each prospective or actual purchaser may be entitled to rely solely on those particular representations and warranties, if any, that are made by or on behalf of seller in a definitive written agreement with respect to the consummation of a purchase of Property, when, as, and if such definitive written agreement is fully executed, and subject to such limitations and restrictions as may be specified therein. For the avoidance of doubt, the term “definitive written agreement” does not include an executed letter of intent or any other preliminary written agreement. Seller Group expressly disclaims any duty to update, supplement or correct any information disclosed in connection with the potential sale of Property, regardless of the circumstances. The provision of any information by PRUSA, regardless of form, substance, or completeness thereof, to prospective purchasers will not obligate Seller Group to continue discussions with any prospective purchaser, nor will Seller Group otherwise be obligated to take, continue or forego any action with respect to the sale of Property. Bidder understands and agrees to the limitations and other provisions set forth herein and elsewhere by PRUSA. In the event Seller Group provides any information which Seller Group is aware of regarding zoning, environmental or other matters affecting any Property, including but not limited to the condition of the said Property (including, but not limited to structural, mechanical and soils conditions, the presence and location of asbestos, PCB transformers, other toxic, hazardous or contaminated substances, and underground storage tanks, in, on, or about such Property), (a) such shall be provided to seller’s actual knowledge (which shall be limited to the actual knowledge of the individual who executes a contract on behalf of seller), without investigation or duty of inquiry, and (b) such shall be provided without any representation or warranty from seller as to its accuracy or correctness.
8. All offerings are subject to prior sale and may be withdrawn, modified or canceled without notice at any time. All auctions with reserve unless explicitly stated as otherwise. Any Minimum Bid, Reserve price, Starting Bid, Suggested Opening Bid or similar language reflected in PRUSA’s materials assumes an all-cash, completely non-contingent bid on terms provided by PRUSA, or on terms set forth in a contract of sale provided by PRUSA (which, in the event of any inconsistency, shall supersede any other terms of sale set forth by PRUSA or any other), and applies only to the particular date and time of auction, which shall commence and conclude at PRUSA’s discretion and upon PRUSA’s declaration of same. Seller is not obligated to accept any bid or offer before or after auction, including any bid or offer at or above a Minimum Bid, Reserve price, Starting Bid, Suggested Opening Bid, or similar language, regardless of the terms of such bid or offer. Each auction or offering is subject to best and final rounds of bidding and/or runoff auctions. Any and all bids are subject to the Buyer’s Premium indicated by PRUSA, which means that the stated Buyer’s Premium percentage will be added to the winning bidder’s bid price to establish the total purchase price payable by purchaser. Furniture and other personalty are excluded unless explicitly stated as otherwise by PRUSA. This is neither an offer to sell nor a solicitation to buy to residents in states where registration requirements have not been fulfilled. No representation may be relied upon. Auction subject to any terms of sale or other information provided by PRUSA. Equal Housing Opportunity.
9. In connection with Bidder’s participation herein, certain personal information, such as Bidder’s name, phone number, email address, physical address, or otherwise, may be collected. This information may be shared with Seller Group to communicate with Bidder and/or its representatives regarding property that is available for purchase. By providing (whether digitally, verbally, in print, in person, or otherwise) Bidder’s personal or other information, including but not limited to email address, phone number, and/or other contact information, to Seller Group, Bidder grants PRUSA permission to contact Bidder through any medium or form, including but not limited to by email, phone, short message service (“SMS”) or otherwise, for any purpose. SMS consent is not shared with third parties for marketing purposes. SMS terms of service provide that, by opting into SMS from a web form or other medium, Bidder agrees to receive SMS messages from PRUSA. This includes SMS messages regarding property PRUSA is marketing for sale and related matters, including upcoming tour dates, changes to auction and other relevant dates, changes in pricing, and other related communications. Message frequency varies. Message and data rates may apply. See privacy policy herein at https://www.prusa.com/terms-of-use/. Message HELP for help. Reply STOP to any message to opt out.
10. This information shall be governed by the laws of the State of New York. Any dispute, claim or controversy arising out of or relating to the subject matter hereof, or the breach, termination, enforcement, interpretation or validity hereof or of any relevant agreement, including the determination of the scope or applicability hereof to arbitrate, shall be determined by arbitration in New York County before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
