Effective: October 16, 2012
Use & Acceptance
Thank you for visiting our website. Please read carefully this CNL Healthcare Properties,
Inc. Terms of Use agreement ("Terms of Use"). This Terms of Use is a legally binding
agreement between you and CNL Healthcare Properties, Inc. ("our company," "we," "us,"
or "our") providing, among other things, the terms and conditions for your use of
our website accessible at
www.CNLHealthcareProperties.com (the " website"). By using our website to request
information, to submit information concerning personal non-public information, or
download or print information, you acknowledge and agree to all of the terms, conditions,
notices and disclaimers contained herein and in our Internet Privacy Policy, which is incorporated herein by
reference. We may modify this Terms of Use and/or our Internet Privacy Policy without
prior notice to you. We will post a copy of the amended Terms of Use and/or Internet
Privacy Policy on the website. You must review this Terms of Use and the Internet
Privacy Policy each time you use this website to confirm that you still agree to
abide by the terms of each. You agree that by using this website after changes have
been made to this Terms of Use and/or the Internet Privacy Policy you are agreeing
to be bound by such changes. If you do not agree to, or cannot comply with, the
Terms of Use and/or Internet Privacy Policy, as amended, you should not use the
website. We reserve the right to refuse to provide our products and services to
anyone at any time. This Terms of Use contains warranty and liability disclaimers.
By using this website, you accept and agree to the terms and conditions of this
Terms of Use and the Internet Privacy Policy without any reservations, modifications,
additions or deletions by you or on your behalf. If you do not agree to the terms
and conditions of this Terms of Use and the Internet Privacy Policy, you are not
authorized to use the website. You may be denied access to the website, with or
without prior notice to you, if you do not comply with any provision of this Terms
of Use.
Ownership
We are the owner and/or authorized use of all intellectual property rights in all
materials used herein (including information and compilations of data, artwork,
text, video, audio, images, or pictures and the arrangement thereof – collectively,
the “Content”). Content may not be copied, distributed or transmitted in any manner
without our prior written consent. You may download, print and store copies of the
Content for personal, non-commercial use, provided that you do not modify or alter
the Content in any way, nor delete or change any copyright or trademark notice.
You acknowledge that some or all of the rights, title and/or interests in and to
the products, technology and/or processes described in or used in connection with
this website may be the subject of other intellectual property rights reserved by
us or other third parties. Except as expressly provided herein, no license is granted
with respect to any intellectual property rights, and all right, title and/or interest
in and to the Content and/or any products, technology and/or processes described
on this website, shall at all times remain the property of us, third-parties or
our licensors.
General Terms of Use
You are solely responsible for your use of this website, for all use made by others
using your user ID and password, and for ensuring that such use is in full compliance
with these Terms of Use. The information published on, and where applicable the
investment information access provided through, this website are provided to visitors,
registered representatives and our investors as a convenience and for informational
purposes only. We do not represent that the information contained on this website
is the most current information available nor that such information is necessarily
complete. Therefore you should not rely on the information contained on this website
when making decisions. All decisions based on information published on this website
are your sole responsibility.
Links to Other Web Sites
For your convenience, this website may contain links to other websites not operated
by or affiliated with us. We do not endorse or control such linked websites, and
we are therefore not responsible for the quality, content, nature of, or any other
information contained on, those websites or other sites linked to the website. Accordingly,
we are not responsible for the content of any off-site pages and shall not be liable
for any damages or injury arising out of access to or use of the content. A any
links to other sites are not intended as referrals or endorsements but are merely
provided to the users of the website for convenience and informational purposes.
Copyrights & Trademarks
CNL is the owner and/or authorized user of all intellectual property rights in all
materials used herein (including information and compilations of data, artwork,
text, video, audio, images, or pictures and the arrangement thereof - collectively,
the "Content"). Content may not be copied, distributed or transmitted in any manner
without the prior written consent of CNL. You may download, print and store copies
of the Content for personal, non-commercial use, provided that you do not modify
or alter the Content in any way, nor delete or change any copyright or trademark
notice. You acknowledge that some or all of the rights, title and/or interests in
and to the products, technology and/or processes described in or used in connection
with this website may be the subject of other intellectual property rights reserved
by CNL or other third parties. Except as expressly provided herein, no license is
granted with respect to any intellectual property rights, and all right, title and/or
interest in and to the Content and/or any products, technology and/or processes
described on this website, shall at all times remain the property of CNL, third-parties
or its licensors.
The registered and unregistered trademarks, logos and service marks (collectively,
the "Trademarks") displayed on this website, are trademarks owned by us, our licensors
or third parties. Nothing contained on this website should be construed as granting
any license or right to use any such Trademark without our prior written consent
or the written consent of the respective third-party owner. You are hereby advised
that we will aggressively enforce our intellectual property rights, including pursuing
all remedies available under civil and criminal law.
The Content of this website is protected under the copyright laws of the United
States, as well as other intellectual property laws. Reproduction, republishing
or copying of the information contained on this website, in any form, is prohibited
without our prior written consent and/or the prior written consent of our licensors,
which can be requested by sending an email to the email address listed in the " Contact Us" section of this website. Please note that any
unauthorized entry (commonly known as hacking) into any portion of this website
may constitute a crime under state and/or federal law. We will prosecute these violations
to the fullest extent permitted by law. Links to this website are strictly prohibited
without our prior written consent.
No Warranties
TO THE MAXIMUM EXTENT PERMISSIBLE, ALL INFORMATION PRESENTED IS FURNISHED ON
AN "AS IS" AND “AS AVAILABLE BASIS” WITHOUT ANY EXPRESSED OR IMPLIED WARRANTIES.
WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO
THE OPERATION OF THIS WEBSITE OR THE INFORMATION INCLUDED ON THIS WEBSITE. WE DISCLAIM
ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
NON-INFRINGEMENT, ACCURACY AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE,
DEALING, OR TRADE USAGE. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING
THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO MATERIALS OR OTHER ADVICE OR
INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THE
WEBSITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS
OF USE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF OR FROM THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND
RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM
OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU
EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THIS WEBSITE
DOES NOT CONTAIN ANY LEGAL OR TAX OPINION OR LEGAL OR TAX ADVICE, AND WE ADVISE
YOU TO SEEK A PROFESSIONAL FOR SUCH INFORMATION.
Limitation of Liability
NEITHER WE NOR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, BOARD MEMBERS, EMPLOYEES,
CONTRACTORS, AGENTS AND AFFILIATES (INCLUDING WITHOUT LIMITATION ANY BROKER-DEALER
ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM,
YOUR USE OF THE WEBSITE) (COLLECTIVELY, "CNL PARTIES") SHALL HAVE ANY LIABILITY
TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES THAT
ARISE OUT OF OR RELATE TO THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS
THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL,
LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION.
NOR ARE ANY OF THE CNL PARTIES LIABLE FOR ANY DAMAGES OR LOSSES THAT MAY BE CAUSED
TO ANY EQUIPMENT OR OTHER SOFTWARE DUE TO ANY VIRUSES, WORMS, TROJAN HORSES, OR
OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES. IN NO EVENT WILL
THE CNL PARTIES’ TOTAL, AGGREGATE LIABILITY FOR DAMAGES OF ANY TYPE, EXPENSES OR
LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR
RELATING TO THESE TERMS OF USE OR THE WEBSITE EXCEED TWENTY-FIVE DOLLARS ($25.00).
THE LIABILITY LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE
CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING IS BASED IN CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER THE CNL PARTIES HAVE BEEN
ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH
YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY
NEGLIGENCE OF THE CNL PARTIES.
Prohibited Uses; User Liability
Because all servers have a limited capacity and are used by many people, this website
may not be used in a manner that could damage or overburden any of our servers,
or any network connected to any of our servers. Furthermore, this website may not
be used in a manner that would interfere with any other party’s use of this website.
We reserve the right to monitor your use of this website and any communications
by you related to such use. We assume no liability in connection with our monitoring
activities. If your use of this website violates any of these Terms of Use or any
applicable law, we reserve the right to discontinue, restrict, change, limit, or
permanently revoke your right to use the services provided on this website. You
hereby agree to be responsible for any and all liabilities, costs and expenses (including
attorney's fees and court costs) arising from any technical disruption of or damage
to this website (including the software and systems that transmit the website) caused
directly or indirectly by your use of this website.
Indemnification
You hereby agree to indemnify and hold us, our subsidiaries, affiliates and any
of our or their officers, directors, stockholders, partners, members, employees,
representatives or agents harmless from and against any and all damages, liabilities,
claims, demands, suits, actions, causes of action, losses, costs and expenses (including
attorney's fees and court costs) arising from your use of this website, or from
your violation of these Terms of Use.
Information Collected
For information on the privacy practices we employ with respect to the collection,
protection and use of information transmitted to our website, please review the
terms of our Internet Privacy Policy.
It is not our responsibility or obligation to authenticate, confirm or otherwise
verify the accuracy or propriety of information transmitted via this website. We
shall not be liable for any damage or loss arising from inaccurate or unauthorized
transmissions via this website or e-mail.
Multiple Party Account Holders
If an investment in us is held in the name of more than one party (a “multiple party
investment”), each named party shall be allowed access to such investment information
via this website, subject to these Terms of Use. If you are the holder of a multiple
party investment and you access information about such investment via this website,
you hereby warrant that you have informed all other named parties on such investment
that you have signed-up for access to the investment information online and that
such other named parties have consented to your access to the investment information
via this website. In addition, you hereby warrant that you and all other named parties
on your multiple party investment have agreed that all transmissions concerning
your multiple party investment are binding on all named parties on such investment,
irrespective of who initiated the transmission. Accordingly, you shall be liable
to all other named parties on your multiple party investments for all consequences
of any transmissions regarding your multiple party investments. It is not our responsibility
or obligation to authenticate, confirm or otherwise verify the accuracy or propriety
of information transmitted via this website with all parties named on a multiple
party investment. We shall not be liable for any damage or loss arising from inaccurate
or unauthorized transmissions via this website or via e-mail with regard to a multiple
party investment.
Securities Information
The information provided in this website does not constitute investment, tax, financial,
legal, or other advice. Information received via this website should not be relied
upon for personal, investment, tax, legal or financial decisions, and prior to the
execution of any transaction by you related to any information you have obtained
from this website or its services, you should consult with your financial, tax and
investment advisors and an attorney, or otherwise seek appropriate professional
advice tailored to your situation. This site and its services are published solely
for informational purposes and are not a solicitation, recommendation, endorsement
or offer by us or a third party to buy or sell our common stock or any other security
or other financial instrument. The investment information provided on the website
does not attempt or claim to be a complete description of the securities, markets,
or developments referred to in the materials. All expressions of opinion are subject
to change without notice. We do not undertake to advise anyone via this website.
We, our affiliates, and our and their respective officers, directors, stockholders,
partners, members, employees, representatives or agents may have clients with positions
in securities or companies mentioned on this site, and we may have business relationships
with such companies.
Jurisdiction
The laws of the State of Florida shall govern all matters arising out of the use
of this website, and by accessing this website you irrevocably consent to the jurisdiction
of the courts located in Orange County in the State of Florida for any cause of
action in connection with your use of this website. Should your use of this website
or the content published on this website be contrary to the laws of the jurisdiction
from where you access the website, then this website is not intended for your use,
and you should discontinue use of the website. You are solely responsible for knowing
the laws of your jurisdiction and for assuring your compliance with such laws.
Use Outside of the United States; Limited Availability
Not all products or services described on this site may be available to all persons
or entities or in all jurisdictions. This site was created in the United States
and complies with local United States laws. This site and/or the services may not
comply with legal requirements in foreign countries. Any and all information obtained
from this site is not provided for and may not be used by any person or entity in
any jurisdiction in violation of applicable laws, rules or regulations.
Severability
If a court determines any provision of these Terms of Use to be illegal or unenforceable,
then such portion will be eliminated or enforced to the maximum extent possible,
and the remaining Terms of Use will remain in full force and effect.
Arbitration
You agree that CNL, at its sole discretion, may require you to submit any disputes
arising from the use of this website, the services, and/or these Terms of Use concerning
their interpretation, violation, nullity, invalidity, non-performance or termination,
as well as disputes about filling gaps in this contract or its adaptability to newly
arisen circumstances to final and binding arbitration under the International Rules
of Arbitration of the American Arbitration Association, by one or more arbitrators
appointed in accordance with said Rules. Notwithstanding these rules, however, such
proceeding shall be governed by the laws of the State of Florida as set forth herein.
Any award in an arbitration initiated under this clause shall be limited to monetary
damages and shall include no injunction or direction to any party other than the
direction to pay a monetary amount. Further, the arbitrator shall have no authority
to award punitive, consequential or other damages not measured by the prevailing
party’s actual damages in any arbitration initiated under this section, except as
may be required by statute.
Entire Agreement
These Terms of Use and the Internet Privacy
Policy constitute your entire agreement with us regarding this website and
its services, and supersede all prior or contemporaneous communications and proposals,
whether electronic, oral or written between the user and us with respect to this
website or any services offered on or through such website.