Legal

The complete offering terms are in an offering plan available from the Sponsor: 56th and Park (NY) Owner, LLC. File No. CD11-0239. Sponsor address: 56th and Park (NY) Owner, LLC, 540 Madison Avenue, New York, NY 10022. Sponsor reserves the right to make changes in accordance with the terms of the Offering Plan.

Privacy Policy

56th and Park (NY) Owner, LLC (referred to herein as "56th and Park"," "we," or "us") is committed to protecting the privacy of the users of its website located at 432parkavenue.com (the "Website"). This statement discloses our privacy practices. The purpose of this statement is to inform you of the following:

• What kinds of information we collect from users of the Website and how the information is used by us; • Whether we disclose any user information to third parties; • How you can access, update or delete any information that we collect about you; and • The security procedures we use to protect your personal information.

By using the Website, you're agreeing to the terms and conditions of this Privacy Policy. We reserve the right to change, modify, add, or remove portions of our Privacy Policy at any time. Please check this page periodically for changes.

If you have any questions about our Privacy Policy, please email us at info@432parkavenue.com.

**For EU and California Residents: Please click here for additional information regarding our Privacy Notice.**

How we collect information

You may be asked for information that identifies you, including your name, email address, mailing address, zip code, telephone number and fax number (collectively, "Personal Information") on our Website. You may also elect to provide Personal Information to us by sending or responding to emails regarding certain listings or services offered on our Website. We do not collect any Personal information from you when you visit the Website unless you provide it voluntarily. When you voluntarily submit your Personal information to us, you are giving us your consent to the collection, use, and disclosure of your Personal Information as set forth in this Privacy Policy.

You can visit the Website without revealing any personal information. However, this Website collects usage information through a variety of technical methods, including collecting internet protocol addresses (“IP Address”), using cookies and using web beacons (such information, “Other Information”, and together with Personal Information, “Information”). Our web servers collect the IP Addresses, but not the email addresses, of users. This information can measure the number of visits, average time spent on the site, pages viewed, and other such statistics. In addition, you may occasionally receive cookies from third parties to which you link from our Website. If you prefer, you may set your browser to ask for your permission before you receive a cookie. We do not control these third party cookies, and they are not subject to this Privacy Policy.

Cookies are pieces of information that a website sends to your computer while you are viewing the site. Web beacons are small pieces of data that are embedded in images on the pages of Sites. Cookies, web beacons and other technical methods may involve the transmission of information either directly to us or to another party authorized by us to collect information on our behalf.

HOW WE USE AND DISCLOSE INFORMATION

We collect, generate, retain and use your Information for our own internal purposes in connection with the facilitation, recording and processing of any requests, communications, or interactions you may have with our Website.

When you request information, we need to know your Personal Information. This allows us to process and fulfill your request. We do not sell, trade, or rent your Personal Information to others.

In an ongoing effort to better understand our users, Website, products, and services, we may analyze the Information in aggregate form to operate, maintain, manage and improve our products, services, and/or the Website. We may share this aggregate information with our affiliates, agents, and business partners. We may also disclose aggregated user statistics to describe our products, services, and our Website to current and prospective business partners and to other third parties for other lawful purposes.

In addition, your Information may be used by us to provide you with information regarding our products and services. We may from time to time share Information with other companies who may provide you information about the products and services we offer. For example, we or our third-party vendors may use your email address to send you special announcements and notifications of new real estate listings, services or promotions that may be of interest to you. However, to the extent required by law, you will be given the opportunity to opt-out of such sharing.

We may also disclose Personal Information about you upon request by the government, in response to a court order, when required by law or when we believe in good faith such disclosure is required by law, to enforce our Privacy Policy or other agreements on this Website, upon your request, or to contact, identify or bring legal action against someone who may be causing injury to or interference with our or others' rights or property, including but not limited to claims for infringement of intellectual property.

We may use Other Information for many purposes, including delivering content, tracking and enhancing our users' experience on the Website. For example, when you return to our Website after logging in, cookies provide information to the site so that the Website will remember who you are. We also may use technical methods to analyze the traffic patterns on our Website, such as the frequency with which our users visit various parts of our Website, as well as the frequency with which our users visit other sites. In HTML emails that we send our users, we may use technical methods for a number of purposes, including: to determine whether our users have opened or forwarded those emails and/or clicked on links in these emails, and to determine whether a guest has made an inquiry or purchase in response to a particular email. These technical methods may enable us to collect and use Information in a form that is personally identifiable.

DATA SECURITY

We take commercially reasonable steps to protect Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Our vendors are required to maintain and implement robust security policies and procedures that combine with available technologies in accordance with prevailing industry standards, all of which are designed to protect the confidentiality, integrity, and availability of your Information. To the extent we are provided with social security numbers or personal financial information, we comply with all applicable regulations regarding the confidentiality and safe disposal of such information. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the information you supply will not be intercepted while being transmitted to and from us over the Internet. In particular, e-mail sent to or from the Website may not be secure, and you should therefore take special care in deciding what information you send to use via e-mail.

NO LIABILITY FOR ACTS OF THIRD PARTIES

We will have no liability for disclosure of personally identifiable Information due to errors in transmission, unauthorized acts of third parties or through the use of third party cookies, including those of any advertisers when you view or click on their advertisements. The Website may contain links to external websites. We have no control over the privacy practices or the content of such external websites. As such, we are not responsible for the content or the privacy policies of those external websites. Once you leave this Website, you will be subject to third party privacy policies, which may differ significantly from our Privacy Policy.

CHILDREN'S ONLINE PRIVACY

This website is not intended for use by children under 13. As part our compliance with the Children's Online Privacy Protection Act, we do not knowingly collect personally identifiable Information from children under 13. If we become aware that we have unknowingly collected personally identifiable Information from a child under the age of 13, we will make reasonable efforts to delete such information from our database.

Children should check with their parent or guardian before entering personally identifiable Information on any website, and we urge parents and guardians to discuss with their kids restrictions regarding the online release of personally identifiable Information to anyone they don't know.

IMPORTANT NOTICE TO NON-U.S. RESIDENTS

The Website and its servers are operated in the United States. If you are located outside of the United States, please be aware that any Personal Information you provide to us will be transferred to the United States. By using the Website and by providing us Personal Information, you hereby consent to this transfer and our use of the Personal Information and Other Information in accordance with this Privacy Policy.

CALIFORNIA RESIDENTS

Under California Civil Code Section 1798.83, California residents who have an established business relationship with 56th and Park may choose to opt out of our sharing their Personal Information with third parties for direct marketing purposes. If you are a California resident and (1) you wish to opt out; or (2) you wish to request certain information regarding our disclosure of your Personal Information to third parties for direct marketing purposes, please contact us as set forth above.

ACCESSING, UPDATING, OR DELETING INFORMATION COLLECTED ABOUT YOU BY SDP DEVELOPMENT

If you wish to access, update, or delete contact information or preferences, please send an email to info@432parkavenue.com.com. Please be aware, however, that we cannot always ensure that such corrections or deletions will immediately be made in our database.

Terms of use

EFFECTIVE AS OF SEPTEMBER 19TH, 2014

Welcome to www.432parkavenue.com (the “Website”). The Website is owned and operated by 56th and Park (NY) Owner LLC (“56th and Park,” “we,” “us,” or “our”).

We provide our Website to you subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Website, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our Privacy Policy, which are hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Website.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

COMMUNITY GUIDELINES

By accessing and/or using the Website, you hereby agree to comply with these community rules and that:

• You will not use the Website for any unlawful purpose; • You will not access or use the Website to collect any market research for a competing business; • You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Website, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; • You will not interfere with or attempt to interrupt the proper operation of the Website through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Website through hacking, password or data mining, or any other means; and • You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Website.

We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice, and to remove any user submissions, if any, that do not adhere to these guidelines.

INTELLECTUAL PROPERTY

The Website contains material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of 56th and Park (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Website automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of 56th and Park (the “56th and Park Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of 56th and Park. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with the 56th and Park Trademarks, the “Trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of 56th and Park Trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

COMMUNICATIONS TO US

By submitting information and materials, including personal contact information, comments, ideas, questions, designs and other similar communications (collectively, “Submitted Information”) to 56th and Park through the Website, including without limitation, through the use of online forms or via email, you agree that all Submitted Information may be used by 56th and Park for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, 56th and Park may use any ideas, concepts, know-how, or techniques contained in any Submitted Information for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Submitted Information, you are granting 56th and Park a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Submitted Information and to use your name and other identifying information in connection with such Submitted Information. Any personal information that you provide to us through your use of the Website is subject to the terms of our Privacy Policy below.

NO WARRANTIES/LIMITATION OF LIABILITY

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OR THE WEBSITE. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT AND THE WEBSITE AT YOUR OWN RISK.

WE DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT OR THE WEBSITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE CONTENT AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT OR THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

THE WEBSITE AND THE CONTENT MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE AND/OR THE CONTENT AT ANY TIME WITHOUT NOTICE.

EXTERNAL SITES

The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use, or misuse of the Content or the Website. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

COMPLIANCE WITH APPLICABLE LAWS

The Website is based in the United States. We make no claims concerning whether the Website or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability.

REVISIONS TO TERMS OF USE

We may revise these Terms of Use at any time and from time to time and will post the revised Terms of Use on the Website. Your continued use of the Website after any revisions to these Terms of Use are posted will be considered acceptance by you of those changes. We encourage you to visit this page from time to time to review the then current Terms of Use.

MISCELLANEOUS

This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Website shall be deemed a passive service that does not give rise to personal jurisdiction over 56th and Park, either specific or general, in jurisdictions other than New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the “Termination of the Agreement” provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications to Us,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” “Revisions to Terms of Use,” and “Miscellaneous.” Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.