Terms and Conditions

Introduction

By using the websites hosted by Paramount Group, Inc. (“PARAMOUNT”) and its affiliates (collectively referred to as the “Site”), you (“You” or “Your” as applicable) agree to be bound by all of the terms and conditions outlined herein and to use the Site only as permitted by these Terms and Conditions and not for any unlawful or inappropriate purpose. If You access or use the Site on behalf of a business or individual, You represent to PARAMOUNT that You have the authority to bind that business or individual and Your acceptance of these Terms and Conditions will be treated as acceptance by that business or individual. In that event, You and Your in these Terms and Conditions will refer to that business or individual. If You do not agree with these Terms and Conditions, You must immediately stop using the Site. Please refer to the Paramount Privacy Policy, located at http://www.paramount-group.com/privacy-policy and incorporated herein by reference, for any terms which are listed in these Terms and Conditions and not defined herein.

Changes

PARAMOUNT reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time by posting revised Terms and Conditions on the Site. Changes in these Terms and Conditions will be effective when such change is posted. Your use of the Site after any changes to these Terms and Conditions are posted on the Site will be considered acceptance of those changes. PARAMOUNT may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features of the Site, at any time. PARAMOUNT may also impose limits on certain features and Services or restrict your access to parts or the entire Site without notice or liability. PARAMOUNT may terminate the authorization, rights and license given herein at any time, with or without notice to You.

Paramount User Registration(s)

PARAMOUNT may offer Services on the Site which may require You to become a registered user. In order to become a registered user you must create a username and password, and provide PARAMOUNT with, for example, Your first name, last name, and/or email address, amongst other information.

PARAMOUNT or its contractors collect and store the email addresses and other information input into the Site, including but not limited to the email address You use to register for and/or access Services and the email addresses of any third parties designated by You to receive materials or information from the Site. PARAMOUNT may circulate notices, news alerts, materials, updates or any other information to those email addresses in the future. You hereby grant PARAMOUNT permission to distribute any notices, news alerts, materials, updates or any other information to those email addresses.

In addition, if You are an investor in a Paramount-sponsored investment fund, to the extent you use the Fund Investors Login portal provided on the Site’s “Investor” tab, then the privacy policy and terms and conditions you agreed to with PARAMOUNT or our third party service provider, Intralinks®, at the time you first signed up to access that portal and those separate services, or as that privacy policy or terms and conditions may have been subsequently revised, will continue to apply to You, even if they are more restrictive than the terms and conditions set forth herein.

Security of Your Information

The Information You provide as part of becoming a registered user is protected by the username and password You create. You can help prevent the unauthorized disclosure of Information by choosing and protecting Your password appropriately. This includes not sharing Your password with others, and choosing a “strong” password that includes at least 8 characters comprising at least one capital letter, one number and one non-alphanumeric symbol. You can also help prevent unauthorized disclosure by preventing others from using Your computer and/or password, and by completely signing off and closing Your browser after accessing the Site. You should take all of these recommended steps.

Paramount Intellectual Property

All content included on the Site, including but not limited to text, graphics, logos, button icons, images, and software, is the property of PARAMOUNT or its content suppliers and is protected by United States and international copyright, trademark or other laws and regulations. ”Paramount Group”, “Paramount Group, Inc. (with triangle design)”, our tri-part triangle design (), and “Paramount Group Real Estate Funds (with relief design map of North America)”, are all registered trademarks of Paramount Group, Inc. in one or more of Classes 35, 36 and 37. You agree to access the materials posted on these pages manually, and not automatically, and solely for your own personal use or in connection with any business relationship between You and PARAMOUNT and such materials may be downloaded to Your own hard disk or sent to a printer solely for that purpose. You agree not to copy, modify, broadcast, publish, retransmit, disseminate, commercially exploit or distribute the contents of these pages without the express written permission of PARAMOUNT. Nothing contained herein confers, by implication, estoppel or otherwise, any license or right under any patent, trademark, copyright or other proprietary right of PARAMOUNT. All rights are hereby reserved.

Use of Content: Limitations on Fund-specific Information

All information and content included on the Site is provided “as is” and without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. PARAMOUNT strives to provide accurate and up-to-date material on the Site. However, PARAMOUNT makes no warranties or representations as to the accuracy or timeliness of the material provided through the Site. PARAMOUNT assumes no liability or responsibility for any errors or omissions on the Site.

You agree not to take any action, alone or with others, that would interfere with the operation or performance of the Site, to alter the Site in any way, or to impede others’ access to and freedom to enjoy and use the Site.

The main portion of the Site (the part accessible without using the password-protected “Fund Investor Login” portal) is designed to describe the business and activities of Paramount Group, Inc. and its affiliates generally, including the ownership and operation of properties, and property management both for owned properties and those managed for others, including PARAMOUNT’s sponsored real estate investment funds. While PARAMOUNT has various subsidiaries that are registered investment advisers (“RIAs”) or general partner entities involved in its funds business, Paramount Group, Inc. is not itself, and does not hold itself out as, a registered investment advisor. While some leasing and other information for assets owned in whole or in part (sometimes in joint venture with Paramount) by these investment funds may be provided on the Site, it is typically for the purpose of PARAMOUNT providing property management services and leasing support to these funds, not to provide a comprehensive description of the funds or their assets, performance or history. The material on this Site is not, and it not intended to be, marketing material or advertising within the meaning of the Investment Advisers Act of 1940, or the rules and guidance of the SEC with respect to that Act. Be advised that the History tab, for example, is illustrative only. It does not include every asset ever acquired by PARAMOUNT or its funds, nor does it necessarily describe every investment fund sponsored by Paramount or other important business events such as asset sales and financings. Conversely, some activities described may relate to the funds business without specific attribution. For a complete list of the assets currently held by Paramount’s equity funds, please see the Portfolio tab, which designates properties owned by PARAMOUNT as well as by its sponsored funds and others. (Assets held by Paramount’s debt funds including preferred equity assets are not generally listed.)

Other Websites

For your convenience, PARAMOUNT may provide links to websites belonging to other companies, including affiliates of PARAMOUNT. Those websites are not under the control of PARAMOUNT and PARAMOUNT does not monitor, make any representation with respect to or assume any liability with respect to any third-party websites, including, without limitation, for any products or services that are advertised or available for purchase through such third-party sites. The fact that PARAMOUNT has provided a link to such websites is not to be interpreted as an endorsement of their contents. You shall remain solely responsible for protecting yourself from viruses and other destructive elements that may be present on those sites. Please refer to these third party websites for their terms and conditions and other policies.

Securities of Paramount

PARAMOUNT (including its RIAs) is not providing investment advice through the Site, and the material on the Site should not be regarded as an offer to sell, or a solicitation of an offer to buy, any securities. If you decide to use any material available on the Site in assessing whether to buy or sell interests in the investment vehicles managed by PARAMOUNT, please be aware that the material on the Site reflects past performance and historical information only, and that such performance and information is not necessarily an indication of future performance. Any decision to purchase such interests or securities should only be made after reading the appropriate private placement agreement and investment agreements which You can obtain only after being appropriately screened by PARAMOUNT. Interests in PARAMOUNT-sponsored funds are not generally available to the public.

Forward-looking Statements

The Site may contain statements that constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict.

Indemnity

Each user of the Site agrees to indemnify and hold harmless PARAMOUNT, its affiliates, and its and their respective shareholders, members, partners, managers, officers, trustees, directors, agents and representatives from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Site and the content herein.

Limitation of Liability

NEITHER PARAMOUNT, NOR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, MANAGERS, OFFICERS, TRUSTEES, DIRECTORS, AGENTS OR REPRESENTATIVES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PARAMOUNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO: (I) YOUR USE OR INABILITY TO USE THE SITE; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (Ill) STATEMENT OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE OR ITS CONTENTS.

Miscellaneous

Acceptance. If You do not accept all of the terms and conditions set forth in these Terms and Conditions, You may not access or use the Site.

Assignment. You may not assign any of Your rights or obligations under these Terms and Conditions without PARAMOUNT’s express prior written consent. PARAMOUNT may assign its rights or assign or delegate any of its obligations under these Terms and Conditions without restriction.

Enforceability, Waiver and Severability. If any provision of these Terms and Conditions is found illegal or unenforceable, the Terms and Conditions will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these Terms and Conditions will not be affected. No delay or failure by PARAMOUNT to exercise or enforce any of its rights under these Terms and Conditions will act as a waiver of such rights. Each provision of these Terms and Conditions shall be severable from every other provision hereof for the purpose of determining the legal enforceability of any specific provision.

Entire Agreement. These Terms and Conditions, along with the Paramount Privacy Policy, constitute the entire understanding between PARAMOUNT and You with respect to the matters and transactions contemplated hereby and supersede all previous agreements between You and PARAMOUNT concerning the subject matter hereof. You acknowledge and agree that You have not relied on any statement, representation or promise of PARAMOUNT in agreeing to these Terms and Conditions and the Paramount Privacy Policy.

Export and International Use. The Site is controlled and offered by PARAMOUNT from its facilities or those of its contractors in the United States of America. PARAMOUNT makes no representations that the PARAMOUNT Site is appropriate or available for use in other locations. Those who access or use the PARAMOUNT Site from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Good Faith. You agree to act in good faith with respect to each provision of these Terms and Conditions and any dispute that may arise related hereto or thereto.

Governing Law, Jurisdiction and Venue. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without regard to or application of choice of law rules or principles. You expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New York County of the State of New York for any claim or action arising out of or relating to these Terms and Conditions or Your use of the Site. You agree that: the Site shall be deemed to be solely based in the State of New York; the Site shall be deemed a passive website that does not give rise to personal jurisdiction over PARAMOUNT, either specific or general, in jurisdictions other than the State of New York; and ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES.

Headings. The section headings and subheadings contained in these Terms and Conditions are included for convenience only and shall not limit or otherwise affect the terms hereof.

Notices. Any notices to PARAMOUNT required to be given in writing under these Terms and Conditions shall be delivered either by hand, overnight delivery service or First Class United States mail and shall be pre-paid and addressed as follows: General Counsel, Paramount Group, Inc., Suite 1801, 1633 Broadway, New York, NY 10019

Survival. All terms of these Terms and Conditions which by their nature extend beyond the termination of the Terms and Conditions shall remain in effect for as long as necessary to permit their full discharge and apply to each party’s respective successors and permitted assigns.

 

® 2017 Paramount Group, Inc. All rights reserved.
Paramount Group, Inc. is a registered trademark of Paramount Group, Inc.
Paramount Group, Inc. is an equal opportunity employer.