TERMS AND CONDITIONS 

Thank you for your interest in becoming a builder/developer for Parcel C, Moorefield. We welcome you to our website and we value your interest in our land, referred to as the Property as described below. 

Description of the Property

Parcel C, Moorefield, approximately 70 acres.

Agreement and Terms of Use 

Before setting out the governing procedure for submitting your proposal to purchase the Property and granting you access to our extensive database, we ask that you read the following agreement and consent to its terms.

Agreement and Conditions for Use of this Web Site

As used in this agreement, the pronouns “you” or “your” refer to the person, whether legal or natural, who is accessing this website by entering a user identification number and confidential password issued to such person by Farms & Acreage, Inc., 2407 Columbia Pike, Suite 200, Arlington, Virginia 22204, exclusive broker for the seller, as reflected on the books and records of Farms & Acreage, Inc. The pronouns “we”, “us” or “our” refer collectively to The Claude Moore Charitable Foundation, a tax-exempt charitable organization organized as a trust under Virginia law, (also referred to as “CMCF”), in addition to Farms & Acreage, Inc., a Virginia corporation, the exclusive broker for Moorefield. The terms “Property” or “Parcel C, Moorefield” are interchangeable and shall refer to real property more fully described in the above text under the heading “Description of the Property”.

We grant you a revocable license to access and use the data and document files, and the other information posted to this website which you are about to access, in addition to an independent FTP website hosted by Farms and Acreage, Inc. Upon your consent to this agreement and your registration, you will be also granted access to the FTP Site. Your use of this license is expressly conditioned upon your agreement and adherence to the following terms and conditions. In the event of any breach of these conditions, your license shall be revoked. Therefore, by clicking on the “SEEN AND AGREED” icon appearing at the foot of this document, and thereby accessing the balance of this website and the FTP Site, you acknowledge and agree to be bound by the terms and conditions set forth in this agreement.

I.   Status as a Principal or Buyer-Broker.

You are either a principal or a licensed real estate broker who has signed an agreement with a principal to represent such principal as a buyer-broker. A principal is any person who is considering whether to make a proposal to acquire all or some portion of the Property as a contract purchaser. You acknowledge that we will not be obligated to pay any sales commission to any broker who may assist you in or facilitate a sale of the Property, and that any such commission will be the sole obligation of the principal which engaged such broker.

II.   Characteristics of Site Data.

 Much of the documentation and data posted to this website and the FTP Site have been generated, compiled or obtained by us or by third party consultants or design professionals (“the design professionals”) engaged by us. The portion of the site data generated or prepared by such third party consultants or design professionals is referred to as “the site data”. Unless previously disclosed to the public, the site data is confidential. The site data is also proprietary and owned by either us or the design professionals engaged by us. As such, this agreement and applicable copyright, trademark and other laws govern your use of the site data available through this website and the FTP Site. As part of the revocable license granted to access this Web site and the FTP Site, you may use the site data for the limited and sole purpose of composing a proposal to purchase the Property.

You agree to preserve the confidential nature of the site data, including the design documents, and prevent its disclosure or dissemination to persons not employed or engaged by you unless you are compelled to do so by judicial process. You may share the site data, including the design documents, with third party consultants, engineers, or other design professionals whom you have engaged but only for the limited and sole purpose of assisting you in composing such a proposal and further only on condition such third parties also agree to preserve its confidentiality and to otherwise abide by the provisions of this agreement.

You will indemnify and hold us and the design professionals harmless for any and all claims, damages, or other losses, including attorney’s fees, arising from or relating to your use of the site data, or your exercise of your revocable license to access this Web site, and to access the FTP Site, in a manner which is inconsistent with or which violates the terms of this agreement.

We make no warranty or representation as to the accuracy, completeness, timeliness, or sufficiency of the site data or of its suitability for purposes of crafting a proposal to purchase the Property, or otherwise, and any such warranty or representation is expressly disclaimed.    You agree not to alter, adjust, or modify any of the site data. You also agree not to copy or duplicate the site data except as may be reasonably necessary to assist in composing a proposal to purchase the Property and only in a manner consistent with this agreement and the copyright, trademark and other applicable laws. We may modify, change, delete or remove any of the site data at any time and without notice to you.

III.   Not An Offer To Sell.

Neither this website nor any of its contents shall be deemed an offer by us to sell the Property either in whole or in part. By accessing this website, you are accepting an invitation from us to consider whether to make a proposal to purchase the Property. If you submit a proposal to purchase the Property, such proposal shall be deemed a lawful offer by you and shall remain open for our acceptance for a reasonable time not to exceed 60 days from the date of its receipt by us. We shall not be any under obligation to accept any offer submitted to us for the purchase of the Property.

We retain the sole and absolute prerogative, for any reason whatsoever, to decline to sell, or to reject or to allow to lapse any offer to purchase or to otherwise acquire, the Property, whether in whole or in part. No promise, contract expectancy, or agreement, either to sell or to otherwise convey or transfer the Property shall be legally enforceable or binding upon us unless and until it is evidenced by a writing signed by the duly authorized representatives of the Claude Moore Charitable Foundation.

IV.   Design Documents

By accessing this website, you expressly acknowledge and agree that the design professional(s) that prepared the design documents do not make any representations or warranties with regard to the accuracy, completeness, or appropriateness and fitness for use of said documents for any purpose whatsoever and that any representations and warranties are hereby expressly disclaimed. Further, you understand and agree that it is your sole responsibility to independently verify the accuracy and completeness of any such design documents, and the design professionals shall have no liability for your use of the design

documents. Further, neither us, nor the design professionals, are obligated or duty bound to provide you with revisions or changes to any of the design documents. Use of the design documents for any purpose other than for composing a proposal to acquire the Property is strictly prohibited. Furthermore, no duty or relation- ship, whether contractual or otherwise, is created between you and the design professionals through your accessing this website, the FTP Site, and/or the design documents.

V.   Agreement and Our Remedies.

By clicking on the “SEEN AND AGREED” icon below and proceeding to register you and your company to use the website and to gain access to the FTP Site, you acknowledge and agree that you have read the foregoing agreement and consent to its terms.

You further agree to indemnify and hold us and the design professionals harmless from any loss, liability or damage, including reasonable attorney’s fees, which are caused by reason of your material breach of the terms and conditions of the foregoing agreement.

If you are compelled to disclose any of the site data to a third party under compulsion of judicial process, you agree promptly to notify us of such fact and to cooperate with us in seeking an appropriate protective order to mitigate our damages resulting from such disclosure. You consent to jurisdiction in the Circuit Court of Loudoun County, Virginia as the exclusive forum for the issuance of any decree granting any such protective order, or any injunctive or other equitable relief against you, which may be necessary to enjoin or restrain past or future breaches of this agreement or any past or future unauthorized use or access of this website, the FTP Site, or of any of the site data or design documents and for any other civil relief afforded by the laws of the Commonwealth of Virginia.

You may now register by inserting your data into the fields below and after having done so, clicking on the “SEEN AND AGREED” icon at the end of the registration screen. Within one business day, you will receive a link and a password via email which you should employ on all future occasions to access the link to the FTP Site.