Terms of Use

Your access and use of this site signifies that you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should immediately cease use of the site and cease use of all information and materials you obtained through the site. Please read the following agreement carefully. “You” refers to the company or legal entity that accesses and uses the site, and any officers, directors, partners, personnel, employees, agents or contractors that use the site through that company or legal entity, whether or not such use is authorized. “Empire State Development Fund”, “us” or “we” refers to Empire State Development Fund™, their affiliates, successors and assigns.

Site Content

This agreement applies to all services, programs, information and products that you use or otherwise access from time to time provided by Empire State Development Fund™ through this site (collectively, the “Services”). You agree that you will use the Services solely for your benefit and your internal business purposes, and you will not use the Services for the benefit of any third party, including any of your affiliates.

Ownership of Site and Trademarks

Empire State Development Fund™ owns and maintains this site. The trademarks, logos and service marks displayed at this site are registered trademarks of Empire State Development Fund™ and its affiliates. You acknowledge and agree that Empire State Development Fund™ or its affiliates exclusively owns or has been licensed by third parties to use all right, title and interest in the Services and the information, data, databases, images, sound recordings, audio and visual clips and other content provided by Empire State Development Fund™ through the Services (individually and collectively, the “Content”). Nothing at this site shall be construed as granting, by implication, estoppel or otherwise, any right, title or interest in or to the Services, or any image, trademark, logo, service mark or any Content at the site. No act of downloading or otherwise copying from this site will transfer title to any software or material at this site to you. Anything that you transmit to this site becomes the property of Empire State Development Fund™, may be used by Empire State Development Fund™ for any lawful purpose, and is further subject to disclosure as deemed appropriate by Empire State Development Fund™, including to any legal or regulatory authority to which Empire State Development Fund™ is subject. Empire State Development Fund™ reserves all rights with respect to copyright and trademark ownership of all material at this site, and will enforce such rights to the full extent of the law.

Internal distribution of Content should be limited to those within your organization who are aware of the obligations imposed by this agreement. You shall use the Service and Content solely for your own internal use, and not for the benefit of any third party. In no event shall you display, circulate, publish, retransmit, redistribute, reproduce or sell all or any part of Content outside of your business organization by any means or medium now or hereafter created. If you are required by a court of law or other judicial process to disclose any Content, you may do so and you agree to notify us of the disclosure.

No Offers

Under no circumstances should any Content be used or considered as an offer to sell or a solicitation of any offer to buy the securities or any other instruments of Empire State Development Fund™ or any other issuer. Offers can only be made where lawful under applicable law. If you wish to obtain further details about any information provided through the Services, there are several areas on the site that will provide you with contact information.

No Warranty

THE MATERIALS AT THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. EMPIRE STATE DEVELOPMENT FUND™ FURTHER ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES THAT, FUNCTIONS CONTAINED AT THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EMPIRE STATE DEVELOPMENT FUND™ SHALL NOT BE LIABLE FOR ANY DAMAGES TO, VIRUSES THAT MAY INFECT, OR SERVICES, REPAIRS OR CORRECTIONS THAT MUST BE PERFORMED ON YOUR COMPUTER OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESSING OR USE OF THIS SITE. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

You acknowledge that neither Empire State Development Fund™ and its affiliated companies nor their officers, directors, employees, agents, contractors or other suppliers makes any warranties or guaranties with respect to the Services and Content, including without limitation, warranties regarding the accuracy or completeness of any Content, or warranties of merchantability or fitness for a particular purpose. Empire State Development Fund™ and such persons shall not be liable to you for any loss, cost, damage or other injury, whether in contract, tort, negligence or otherwise, arising out of or caused in whole or in party by (I) your use or reliance on the Services or Content, or (II) Empire State Development Fund™’s performance of its obligations under or in connection with this agreement. Empire State Development Fund™ does not represent, warrant or guarantee that the service or content will be free from errors or will be available. In no event will Empire State Development Fund™ and its affiliated companies or their officers, directors, employees, agents, contractors or other suppliers be liable to you or any third party for any punitive, consequential, special or similar damages even if advised of the possibility of such damage. Because some states or jurisdictions do not allow the exclusion or limitation of liability for certain damages, in such states or jurisdictions, the liability of Empire State Development Fund™, its affiliates and their officers, directors, employees, agents, contractors or other suppliers shall be limited in accordance with this agreement to the extent permitted by law.
Empire State Development Fund™, its affiliates and their officers, directors, employees, agents, contractors or other suppliers shall not be liable for any loss, cost or damage due to causes beyond their reasonable control. In addtion, neither Empire State Development Fund™ nor any of the foregoing persons and entities will have any liability whatsoever for consequential damages. You understand that Empire State Development Fund™ accepts no responsibility for reasonable security of information on the Internet.
Without limiting any of the foregoing, if Empire State Development Fund™, its affiliates or any of their officers, directors, employees, agents, contractors or other suppliers is found liable to you for any claims or matters arising under or in connection with the Services, the Content or this agreement, Empire State Development Fund™ and such parties’ aggregate and maximum liability for all such matters and claims in any calendar year shall not exceed $10,000.

Indemnification

Upon request by Empire State Development Fund™, you agree to defend, indemnify and hold harmless Empire State Development Fund™, its officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of this agreement by you, your agents, contractors and affiliates, or from third party claims arising from your use of the Service or Content. Empire State Development Fund™ reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify Empire State Development Fund™ for its own violations of applicable laws.

Changes to and Termination of Agreement

If you have not registered to use this site, then the most current form of this agreement posted at this site applies each time you access the site. You should review the agreement each time you access the site. Empire State Development Fund™ may make changes to this agreement at any time. Your continued use of the site indicates your continued agreement to be bound by this agreement, as changed from time to time. Empire State Development Fund™ may terminate this agreement, in whole or with respect to a Service, with or without cause, at any time immediately upon notice posted at the site.

If you have registered to use one of the areas of the site that requires an access Code, then this agreement remains in effect until terminated by you or Empire State Development Fund™. You may terminate this agreement upon our receipt of your notice via e-mail or other written notice to Empire State Development Fund™ at InvestorRelations@esdf.com.

Applicable Law

This agreement shall be governed by and construed in accordance with the substantive and procedural laws of the State of New York, without giving effect to the principles of conflicts of law.

Linked Sites

Empire State Development Fund™ has not reviewed any of the sites linked to this site, if any, and is not responsible for the content of off-site pages or any other site linked or linking to the site. Your linking to any off-site pages or other sites is at your own risk.

Notice to Fund Investors

You are being granted access to information contained on this site that relates to your participation in Empire State Development Fund™ (together with any affiliates thereof, the “Funds”). Your access, review and use of any of the documents or information relating to the Funds (including, but not limited to the private placement memorandum, the diligence request form and any documents and materials that are later provided on this site such as documents and due diligence information related to the Funds, the “Fund Information”) signifies that you agree to be bound by the following terms and conditions: You hereby agree that all of the Fund Information is considered confidential and shall be subject to the provisions of each Fund’s partnership agreement relating to the confidentiality of information and access to information relating to any of the Funds (each, a “Partnership Agreement”). In addition to your obligations as set forth in the applicable Partnership Agreement, you agree that you will maintain the Fund Information in confidence, will not make use of the Fund Information (other than for purposes of evaluating your participation in any Fund) and will not disclose any of the Fund Information to others except to your officers, directors, employees, advisors or representatives (collectively, “Representatives”) with a need to know the Fund Information contained therein; provided, that such Representative has been directed to comply with these confidentiality and limited use restrictions. You hereby agree to be responsible for any breach of these confidentiality and limited use restrictions by any of your Representatives.

The information presented herein is provided for information purposes only. No offering of interests in any investment offered, sponsored or managed by Empire State Development Fund™ or to be formed, managed or sponsored is made or implied as a result of the information herein. An offering for interests in any investment affiliated with Empire State Development Fund™ is made only pursuant to a Confidential Private Placement Memorandum.