Bay-Walton Sector Plan

The St. Joe Company Terms of Use


Effective Date: August 27, 2013

Please read these terms and conditions carefully before using www.joe.com and related websites (the "site") provided by The St. Joe Company and its affiliates ("St. Joe").

Welcome. We are delighted to welcome you to the Site. This document, as well as the Privacy Policy, constitute the terms upon which you may use the Site and the services provided thereon (the "Terms of Use"). The Site and services thereon are offered to you, the user, on the condition that you accept without modification the terms, conditions and notices contained in these Terms of Use. By accessing, using, viewing, transmitting, caching or storing the Site or any of its services, functions or contents, you shall be deemed to have agreed to each and all of the terms, conditions and notices in these Terms of Use. If you do not agree to these Terms of Use, you should not use or access the Site.

Use Limitations. The purpose of the Site is to provide you with information about St. Joe and its services, products, communities and properties. The Site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, or create derivative works from information or material on the Site, except as expressly permitted in these Terms of Use. You may not use the Site to engage in any unlawful activity, to infringe on the rights of St. Joe or others or in any way that is prohibited by these Terms of Use. St. Joe retains the right in its discretion to suspend or terminate your use of the Site.

Children. The services of the Site are available only to individuals who can form legally binding contracts under applicable law, and are not available to minors. The Site is not directed at nor intended to be used by children under the age of 13 years old. Children 13 years old and older should consult with their parents and secure their permission before accessing and using the Site, and especially before providing any personal information to St. Joe or on any interactive portions of the Site. By using the Site, you represent that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site.

Changes in Terms of Use and in site. St. Joe reserves the right to make changes in these Terms of Use and to change, suspend or discontinue any aspect of the Site at any time. If we make material changes to these Terms and Conditions, we will notify you through a prominent posting on the Site or by email. The modified Terms of Use shall only apply to your use of the Site following the date such modified Terms of Use are made available on the Site.

Privacy Policy. Use of any information gathered from or about you through the Site shall be governed by these Terms of Use and The St. Joe Company's Privacy Policy, which is incorporated by reference. For information on how information is collected, used or disclosed by St. Joe in connection with your use of the Site, please consult our Privacy Policy.

Monitoring use of the site. You agree that St. Joe has no obligation to, but may monitor and review information you transmit over the Site, without notice. St. Joe reserves the right to modify, remove, and prevent conduct, communication, or content which it deems in its discretion may be harmful to St. Joe, or to users, or that may violate the law. You hereby acknowledge and consent to such monitoring, reviewing and removal.

Use of suggestions and material provided by you. In the event that you provide material, suggestions, information or comments ("Suggestions") to St. Joe, or post any such Suggestions in the interactive portions of the Site, St. Joe reserves the right to use such Suggestions in its discretion, with no compensation to you.

Other Interactive Services. St. Joe may offer from time to time certain chat room, bulletin board or similar interactive online services on the Site through which you may be able to post material and information. In order to participate in such services, you may be required to agree to additional terms and conditions, all of which additional terms and conditions are incorporated herein by reference and are part of these Terms of Use. Please review such additional provisions carefully before making use of such interactive services. St. Joe does not endorse and has no control over content submitted by others to interactive services. Content submitted to interactive services is not necessarily reviewed by St. Joe prior to posting and does not reflect the opinions or policies of St. Joe. St. Joe makes no warranties, express or implied, as to such content or its accuracy or liability. Nonetheless, in connection with such interactive services, St. Joe reserves the right, without any obligation and in its discretion, to refuse to permit material to be posted, to edit, remove and use any information so posted. With respect to such interactive services, information you post may be viewed by other users and thus St. Joe strongly recommends that you use prudence and caution in selecting the information and material you post, including, without limitation, information by which you, your family members or other individuals may be identified. You agree not to use the personal information of other users of the Site, whether or not it has been posted, other than for the purpose for which such information was provided to you by such user.

Your representations and warranties. You represent, warrant and covenant that: No contract or offer. Except for your agreement to abide by these Terms of Use, use of the Site and the services does not create any contract or agreement between you and St. Joe, nor any obligation of St. Joe to you. You agree not to act in reliance upon the information contained herein and you waive any claim, demand, cause of action or damages incurred as a result of reliance on such information.

Indemnity. You hereby agree to indemnify and hold harmless St. Joe and its affiliates, and any of the partners, members, shareholders, officers, directors, employees, consultants, attorneys and agents of St. Joe and/or its affiliates, from any and all claims, liability, damages and/or costs (including, but not limited to, attorneys fees) they incur arising as a result of your use of the Site and the services, your violation of the Terms of Use, or your infringement of any intellectual property or other right of St. Joe, its affiliates or any person or entity. In the event of any claim, St. Joe shall have the right to defend and settle any such claim with counsel of its own selection. You shall cooperate as fully as reasonably required in the defense thereof and shall not settle any such claim without the prior written consent of St. Joe.

Invalidity of Terms. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

Questions, Comments, Complaints, or Service Issues. If you have any questions, comments, complaints or service issues pertaining to the Site, or if you have technical problems accessing information on the Site, please contact us.

Concerns about possible infringement. If you believe that any component of the Site infringes your rights or the rights of others, or if you believe that another user is violating these Terms of Use, please feel free to contact us. We do not commit to following up or resolving your concerns, but may do so in our discretion and as required by law. If you believe that material on the Site infringes your or another's copyright, please contact our Copyright Agent (address below) with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, including the URL (web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location on the Site where the material that you claim is infringing is located; (iv) your address, telephone number and email address; (v) a statement by you, made under penalty of perjury, that you have a good faith believe that the disputed use is not authorized by the copyright owner, its agent or the law; (vi) a statement by you, made under penalty of perjury, that the information you have provided is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our copyright agent is Ken Borick. Who may be contacted as follows:
133 South WaterSound Parkway
WaterSound, FL 32413
Phone: 866-417-7133, or via email.

Termination of Access. You acknowledge that St. Joe may terminate your access to any of its sites at any time, with or without cause.

Waiver. Any waiver by St. Joe of any provision of the Terms of Use will be effective only if in writing and signed by St. Joe.

Assignment. Your rights and obligations under these Terms of Use and in using the Site may not be assigned or transferred.

Entire Agreement: These Terms of Use (including, without limitation, the Privacy Policy and other provisions that are incorporated by reference or otherwise part hereof) constitute the entire agreement between the parties with respect to the Site. These Terms of Use supersede and replace all prior or contemporaneous understandings or agreements, written or oral, with respect to the Site. The following provisions are part of these Terms of Use. Please review each of them carefully before using the Siteite:

General Disclaimers Linking Policies Employment Disclaimer Dispute Resolution Copyright and Trademark Notices Land Sales Disclaimers Equal Housing Opportunity Real Estate Related Disclaimers Securities Disclaimers and Forward Looking Statements Broker Participation

GENERAL DISCLAIMERS
THE INFORMATION AND OTHER MATERIAL PUBLISHED ON THE SITE MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS.

ST. JOE DOES NOT WARRANT THAT THE SITE'S CONTENT, FUNCTIONS, OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SYSTEMS THAT MAKE IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ST. JOE AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY FOR YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, FOR ANY DEFECTS OR ERRORS CONTAINED THEREIN OR CAUSED THEREBY, WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

NO REPRESENTATION OR WARRANTY IS MADE BY ST. JOE ABOUT THE ACCURACY, RELIABILITY, AVAILABILITY OR SUITABILITY OF THE SITE OR THE INFORMATION, MATERIAL, SYSTEMS, SERVICES OR PRODUCTS CONTAINED OR DISCUSSED ON THE SITE FOR ANY PURPOSE. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON THE SITE OR THE INFORMATION, MATERIAL, SYSTEMS, SERVICES OR PRODUCTS CONTAINED OR DISCUSSED THEREIN SHALL BE AT YOUR SOLE RISK. THE SITE AND ALL SUCH INFORMATION, MATERIAL, SYSTEMS, SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED. SOME STATES/JURISDICTIONS DO NOT PERMIT EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

ST. JOE DOES NOT AND CANNOT REVIEW ALL MATERIALS AND INFORMATION POSTED ON INTERACTIVE PORTIONS OF THE SITE AND IS NOT RESPONSIBLE FOR INFORMATION POSTED BY USERS, INCLUDING, WITHOUT LIMITATION, USERS OF THE TOWNTALK SERVICE. HOWEVER, ST. JOE RESERVES THE RIGHT TO DISCLOSE ANY INFORMATION AS NECESSARY TO SATISFY ANY LAW, REGULATION OR GOVERNMENT REQUEST, OR TO EDIT, REFUSE TO POST OR REMOVE ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, THAT ST. JOE'S SOLE DISCRETION ARE OBJECTIONABLE OR IN VIOLATION OF THESE TERMS OF USE.

IN NO EVENT WILL THE ST. JOE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF USE OF THE SITE OR A DELAY OR INABILITY TO USE THE SITE OR SITES TO WHICH THE SITE LINKS, INCLUDING WITHOUT LIMITATION DAMAGES DUE TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR DAMAGE TO SYSTEMS, EVEN IF THE ST. JOE COMPANY OR ITS AFFILIATES HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

ADDITIONAL DISCLAIMERS MAY APPEAR FROM TIME TO TIME WITHIN THE BODY OF THE SITE AND ARE INCORPORATED HEREIN BY REFERENCE.

LINKING POLICY
The Site may from time to time contain links to other Internet sites operated by third parties. These links are provided for your convenience only. St. Joe is not responsible for the content, services, or products of or offered on sites that you may access through such links. Such links do not constitute endorsements by St. Joe of such sites, their content or any products or services made available thereon, or any association with their operators. Linking to the Site, and/or framing any portions of the Site without St. Joe's express written permission, is prohibited.

EMPLOYMENT DISCLAIMER
The St. Joe Company is an equal opportunity employer. Nothing contained herein, stated or implied, shall be construed as an offer, contract or condition of employment. No material contained herein shall constitute a representation, contract, policy or manual for existing employees, such being the subject of the employment documents, if any, entered into and signed at the time of employment by an officer of St. Joe. All other employees are hired "at will" and may be terminated at any time, with or without cause pursuant to St. Joe's then existing needs.

DISPUTE RESOLUTION
These Terms of Use shall be governed by the laws of the State of Florida, without application of its conflicts of laws principles. Except for equitable relief, any and all disputes arising hereunder shall be submitted to binding arbitration in Walton County, Florida, in accordance with the rules of the American Arbitration Association and shall be arbitrated on an individual basis (and not consolidated with any claim of any other party). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Arbitration shall not commence until the party requesting it has deposited One Thousand and No/100 U.S. Dollars ($1,000.00) with the arbitrators as a retainer for the arbitrators' fees and costs. The party requesting arbitration shall advance such sums as are required from time to time by the arbitrators to pay the arbitrators' fees and costs, until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs. In any action seeking equitable relief in connection with the Site, you hereby consent to the exclusive jurisdiction of the state and federal courts located in Duval County, Florida.

COPYRIGHT AND TRADEMARK NOTICES
The compilation copyright to the Site, the design and appearance of the Site, and all of the materials and content on the Site, including without limitation, all text, graphics, drawings, images, charts, pictures, maps, photographs, images, line art, icons, renditions and floor plans, are owned or licensed by St. Joe. These materials are protected by federal law against unauthorized copying and reproduction. Any use, reproduction or distribution of material from the Site (except as permitted herein) without written permission of St. Joe is expressly prohibited. You may download one copy of the downloadable items displayed on the Site for your personal, noncommercial review only, provided that you maintain all copyright and other notices contained in such content and make no other use thereof. All other use, and all copying and reproduction thereof, is strictly prohibited. Anyone who prints, downloads, copies or otherwise communicates information from the Site is responsible for communicating these Terms of Use to the person(s) to whom such information is communicated and to ensure their compliance thereto, and further agrees to hold St. Joe harmless against any and all claims arising out of or in connection with their failure to abide by these Terms of Use.

All St. Joe's company names, community names and design logos appearing on the Site, including, without limitation, Arvida®, A Southern Coastal Landscape®, Baithouse (and Fly Fishing Line Design)®, Breakfast Point®, Camp Creek®, Fish Out of Water®, Follow the River Home®, JOE®, Pier Park®, RiverCamps®, SouthWood a St. Joe Hometown®, St. Joe®, St. Joe (and Taking Flight Design)®, SummerCamp Beach®, Taking Flight Design®, VentureCrossings®, VentureCrossings Design®, WaterSound®, WaterSound (and Boat Design)®, WaterColor®, Triple Bar Design®, WaterColor Inn Design®, WindMark®, WindMark Beach®, and WindMark Beach (and Wind Vane Design)® are federally registered service marks of The St. Joe Company.

All Paths Lead to the SeaSM, OriginsSM, SouthWood Leaf DesignSM, Pier Park DesignSM, Fish Out of Water DesignSM, SummerCamp Beach DesignSM, Breakfast Point DesignSM, RiverCamps DesignSM and Watersound OriginsSMare service marks of The St. Joe Company.

LAND SALES DISCLAIMERS
The property described herein and the online information source are situated within the States of Florida and Georgia. This posting is provided solely for informational purposes. All information is subject to change without notice and information you deem important may be omitted. Refer to sales contract and related offering documents and applicable homeowners' association materials for important information about the property. This informational posting is not intended to be an offering to residents in any jurisdiction where prior registration is required, and further information will not be provided to such residents. An offer to purchase real property can only be initiated by a consumer at the sales center for the particular community where St. Joe is selling lots or homes. VOID WHERE PROHIBITED BY LAW.

For all prospective purchasers of condominium units being sold by St. Joe, ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS, MAKE REFERERENCE TO THE DOCUMENTS REQUIRED BY SECTION 718.503, FLORIDA STATUTES, TO BE FURNISHED BY A DEVELOPER TO A BUYER OR LESSEE.

To the extent applicable, obtain the Property Report required by Federal law and read it before signing anything. No Federal agency has adjudged the merits or value, if any, of any of the properties listed on the Site.

EQUAL HOUSING OPPORTUNITY
St. Joe is pledged to the letter and spirit of U.S. policy for the achievement of equal housing opportunity throughout the nation. St. Joe encourages and supports an affirmative advertising and marketing program in which there are no barriers to obtaining housing because of race, color, religion, sex, handicap, familial status or national origin.

REAL ESTATE RELATED DISCLAIMERS
WaterColor, WaterSound, WaterSound Beach, WaterSound West Beach, RiverCamps, WindMark Beach and SummerCamp Beach communities have been registered with U.S. Department of Housing and Urban Development under the Interstate Land Sales Act. Obtain the Property Report required by Federal law and read it before signing anything. No Federal agency has judged the merits or value, if any, of this property.

The information and materials contained in the Site about St. Joe and its properties and communities, and all photos, renderings, plans, prices, land uses, improvements, amenities, dimensions, specifications, materials and availability depicted in the Site of any St. Joe community are conceptual in nature and are subject to change or cancellation without notice or obligation. Scenes may include artist's renderings, and may be of locations or activities not on the property or not yet completed. St. Joe does not guarantee the obligations of unaffiliated builders who may build and sell homes in its communities. Ownership of a residence in a St. Joe community does not grant any use of or access to any of its clubs, all of which may require the purchase of separate memberships pursuant to each club's rules or by the imposition of other conditions on use. Eligibility to join a club depends on its rules, which are subject to change. Illustrations are artist's depictions only and may differ from completed improvements. Additional fees may apply for use of clubs or private amenities. Certain amenities may not be complete and completion is neither warranted nor guaranteed.

SECURITIES DISCLAIMERS AND FORWARD LOOKING STATEMENTS
The materials and information contained on the Site do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities in The St. Joe Company or any of its affiliates. Furthermore, the Site may contain information and press releases about and by St. Joe. Although this information was believed to be accurate as of the date prepared by St. Joe, St. Joe disclaims any duty or obligation to update such information. To the extent that any information is deemed to be a 'forward looking statement' as defined in the Private Securities Litigation Reform Act of 1995, such information is intended to fit within the "safe harbor" provided therein. Such forward looking statements are subject to material risk factors which are described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q found on the Site. Forward looking statements are not guarantees of performance. You are cautioned not to place undue reliance on forward looking statements, which speak only as of the date made. The Site is not intended to make any investment representations about The St. Joe Company or its affiliates and should not be viewed as such.

BROKER PARTICIPATION
Broker participation is welcome and encouraged by St. Joe, and we will honor any agreements we may enter into with outside brokers that are in writing signed by a duly authorized officer of St. Joe. Nothing contained herein shall constitute any agreement, promise, covenant or undertaking with respect to brokers or sales agents representing potential buyers or sellers. Due to the difficulty in tracking lead generation, no one shall be entitled to any fee, compensation or commission except pursuant to a written agreement signed by a duly authorized officer of St. Joe. Inquire about our programs for participating brokers.

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