These Terms of Service ("Terms") govern your access to and use of the website midwoodam.com (the "Site") operated by Midwood Asset Management LLC, a Florida limited liability company ("Midwood," "we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Site.
1. Acceptance of Terms
By accessing, browsing, or otherwise using the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, which is incorporated herein by reference. We reserve the right to modify these Terms at any time. Changes will be effective when posted on the Site with an updated "Last Updated" date. Your continued use of the Site after any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically.
2. Eligibility
The Site is intended for use by individuals who are at least 18 years of age. By using the Site, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using the Site on behalf of an organization, you represent and warrant that you are authorized to bind that organization to these Terms.
3. Description of Services
The Site provides general information about Midwood Asset Management, including our investment approach, portfolio, team, and educational content related to commercial real estate. The Site also provides contact forms for inquiries and a newsletter subscription for periodic updates.
Midwood Asset Management is a real estate investment firm. We are not a registered investment adviser, broker-dealer, or financial planner. Nothing on this Site constitutes personalized investment, financial, legal, or tax advice.
3A. SMS / Text Messaging Terms
3A.1 Consent to Receive Messages
By providing your phone number to Midwood Asset Management — whether through our website contact forms, during in-person meetings, phone calls, email exchanges, or other professional interactions — you consent to receive SMS and text messages from Midwood Asset Management related to your business inquiry or professional relationship. These messages may include deal updates, follow-ups on property listings, meeting confirmations, and responses to your inquiries.
3A.2 Message Frequency
Message frequency varies based on the nature of your inquiry and ongoing professional relationship. Typical message frequency is 1–5 messages per month, though this may vary depending on active deal discussions or time-sensitive communications.
3A.3 Message and Data Rates
Message and data rates may apply. Standard carrier messaging rates apply to all SMS messages sent to and from Midwood Asset Management. Midwood does not charge any additional fees for SMS communications. Contact your wireless carrier for details about your messaging plan and any applicable charges.
3A.4 Opt-Out / How to Stop Messages
You may opt out of receiving SMS messages from Midwood Asset Management at any time by replying STOP to any message you receive from us. Upon receiving your STOP request, we will confirm your unsubscription and you will no longer receive SMS messages from that number. You may also opt out by contacting us directly at Max@midwoodam.com or (561) 567-0801.
3A.5 Help / Support
For help or questions about our SMS program, reply HELP to any message, or contact us at Max@midwoodam.com or (561) 567-0801.
3A.6 Supported Carriers
SMS messaging is supported on all major U.S. wireless carriers. Carriers are not liable for delayed or undelivered messages.
3A.7 Privacy
Your phone number and messaging data will be handled in accordance with our Privacy Policy. We do not sell, rent, or share your phone number or opt-in data with third parties for marketing purposes. Consent to receive SMS messages is not a condition of any purchase or business relationship with Midwood Asset Management.
4. No Offer of Securities
Nothing on this Site constitutes an offer to sell, or a solicitation of an offer to buy, any security or investment product. All investment opportunities offered by Midwood are made exclusively through private placement memoranda, subscription agreements, and other definitive transaction documents delivered directly to qualified prospective investors. Any such offering is made only to investors who meet the applicable qualification requirements, including accredited investor status as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
Information presented on this Site about past, current, or potential investments is provided for informational and illustrative purposes only and should not be relied upon when making an investment decision. Prospective investors should rely solely on the information contained in the relevant offering documents provided directly by Midwood.
5. Investment Risks and Disclaimers
5.1 General Investment Risks
All investments involve risk, including but not limited to:
- Loss of Principal: You may lose some or all of your invested capital. There is no guarantee that any investment will achieve its objectives or that you will receive a return of your capital.
- Illiquidity: Real estate investments are inherently illiquid. There is no secondary market for interests in our investment vehicles, and investors may be unable to sell or transfer their interests.
- Market Risk: Real estate values may decline due to economic conditions, changes in interest rates, local market factors, natural disasters, regulatory changes, or other events beyond our control.
- Leverage Risk: Our investments may use debt financing, which amplifies both potential gains and potential losses.
- Operational Risk: Renovations, property management, tenant turnover, and other operational factors may adversely affect investment performance.
- Concentration Risk: Our investments may be concentrated in specific geographic markets, property types, or strategies, which increases exposure to localized risks.
- Regulatory Risk: Changes in laws, regulations, zoning, tax codes, or government policies may adversely affect our investments.
- Environmental Risk: Properties may be subject to environmental liabilities, including contamination, flood risk, hurricane damage, and climate-related risks.
5.2 Forward-Looking Statements
The Site may contain forward-looking statements, projections, estimates, and pro forma financial information. These statements involve known and unknown risks, uncertainties, and assumptions. Actual results may differ materially from those expressed or implied in any forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
5.3 Past Performance
Past performance is not indicative of future results. Historical returns, projected returns, and any examples of prior investments are presented for illustrative purposes only. There can be no assurance that similar returns will be achieved in the future. Individual investment results will vary based on numerous factors including timing, market conditions, and the specific terms of each investment.
5.4 Tax Considerations
The information on this Site does not constitute tax advice. Tax consequences of real estate investments are complex and depend on each investor's individual circumstances. Investors should consult with their own qualified tax professionals regarding the tax implications of any investment.
6. Intellectual Property
6.1 Ownership
All content on the Site, including but not limited to text, articles, graphics, photographs, images, logos, trademarks, service marks, trade names, icons, page layout, design, data compilations, software, and audio/visual materials (collectively, "Content"), is the property of Midwood Asset Management or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
6.2 Limited License
Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and its Content solely for your personal, non-commercial, informational purposes. This license does not include:
- Modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, creating derivative works from, or selling any Content.
- Using any data mining, robots, scraping, or similar data gathering or extraction methods on the Site.
- Downloading (other than page caching) any portion of the Site or Content, except as expressly permitted.
- Using the Site or Content for any commercial purpose without our prior written consent.
- Removing, obscuring, or altering any copyright, trademark, or other proprietary rights notices.
6.3 Trademarks
"Midwood Asset Management," the Midwood logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Midwood Asset Management LLC. You may not use such trademarks without our prior written permission. All other trademarks, service marks, and trade names referenced on the Site are the property of their respective owners.
7. User Conduct
You agree not to use the Site in any way that:
- Violates any applicable federal, state, local, or international law or regulation.
- Infringes upon the rights of any third party, including intellectual property, privacy, or publicity rights.
- Is fraudulent, misleading, deceptive, or constitutes impersonation of any person or entity.
- Involves sending unsolicited or unauthorized advertising, promotional materials, spam, chain letters, or any other form of solicitation.
- Introduces malicious code, viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempts to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
- Attacks the Site via a denial-of-service attack or a distributed denial-of-service attack.
- Engages in any activity that interferes with or disrupts the Site's functionality or any user's ability to access the Site.
- Disassembles, decompiles, or reverse-engineers any software or other technology included in the Site.
- Collects or harvests any personally identifiable information from the Site.
8. User Submissions
Any information, feedback, questions, or materials you submit through the Site's contact forms, newsletter subscription, or other communication channels ("Submissions") are non-confidential and non-proprietary. By submitting information to us, you grant Midwood a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, fully sublicensable right to use, reproduce, modify, and distribute such Submissions for any business purpose, subject to our Privacy Policy.
You represent and warrant that: (a) you own or control all rights to your Submissions; (b) your Submissions are accurate and not misleading; and (c) your Submissions do not violate any third-party rights or applicable law.
9. Third-Party Links and Services
The Site may contain links to third-party websites, services, or resources that are not owned or controlled by Midwood. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. Inclusion of any link does not imply endorsement, approval, or recommendation by Midwood. You acknowledge and agree that we are not liable for any damage or loss caused by or in connection with the use of or reliance on any third-party content, goods, or services.
10. Disclaimer of Warranties
THE SITE AND ALL CONTENT, MATERIALS, INFORMATION, AND SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MIDWOOD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT OR INFORMATION ON THE SITE.
- WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
- WARRANTIES THAT DEFECTS WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MIDWOOD OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIDWOOD ASSET MANAGEMENT LLC, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, PARTNERS, AFFILIATES, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "MIDWOOD PARTIES") BE LIABLE FOR ANY:
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES.
- LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES.
- DAMAGES ARISING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE.
- DAMAGES ARISING FROM ANY CONTENT OR INFORMATION OBTAINED FROM THE SITE.
- DAMAGES ARISING FROM UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
- DAMAGES ARISING FROM THE CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR RELATED TO THE SITE.
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MIDWOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MIDWOOD PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE EXCEED ONE HUNDRED DOLLARS ($100.00).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIMITATION OF LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12. Indemnification
You agree to indemnify, defend, and hold harmless the Midwood Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or related to: (a) your use of or access to the Site; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property, property, or privacy right; (d) any claim that your Submissions caused damage to a third party; or (e) your violation of any applicable law or regulation. This indemnification obligation shall survive the termination of these Terms and your use of the Site.
13. Governing Law and Dispute Resolution
13.1 Governing Law
These Terms and any disputes arising out of or relating to the Site or these Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.
13.2 Arbitration
At Midwood's sole discretion, any dispute, claim, or controversy arising out of or relating to these Terms or the Site, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. Arbitration shall take place in Miami-Dade County, Florida. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
13.3 Class Action Waiver
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim or dispute proceeds in court rather than in arbitration, each party waives any right to a jury trial.
13.4 Time Limitation
Any cause of action or claim you may have arising out of or relating to these Terms or the Site must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action or claim is permanently barred.
14. Termination
We reserve the right, in our sole discretion, to terminate or suspend your access to all or part of the Site at any time, with or without cause, with or without notice, and without liability to you. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
15. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions shall continue in full force and effect.
16. Entire Agreement
These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Site, constitute the entire agreement between you and Midwood with respect to the Site and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Midwood regarding the Site.
17. Waiver
No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. Our failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
18. Assignment
You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms at any time without restriction and without notice to you. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
19. Force Majeure
Midwood shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor disputes, shortages of transportation, facilities, fuel, energy, labor, or materials, failure of telecommunications or information systems infrastructure, hacking, SPAM, or any failure of any computer, server, or software, to the extent not caused by Midwood's negligence.
20. Accessibility
Midwood is committed to making the Site accessible to all users. If you experience any difficulty accessing any part of the Site, please contact us at Max@midwoodam.com and we will work with you to provide the information or service you seek through an alternative communication method that is accessible to you.
21. Contact Information
For questions about these Terms, please contact us at:
Midwood Asset Management LLC
Attn: Legal Department
407 Lincoln Rd. Suite 6H PMB 7173
Miami Beach, FL 33139
Email: Max@midwoodam.com
Phone: (561) 567-0801