Terms of Use
Effective: August 2013
Use & Acceptance
Thank you for visiting the website of CNL Healthcare Properties, Inc. (hereinafter, the “Company,” “we,” “us,” “our”). Please read carefully this Terms of Use agreement ("Terms of Use"). Our Terms of Use is a legally binding agreement between you and the Company 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 the Terms of Use and/or the 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 the 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 the 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. The Terms of Use contains warranty and liability disclaimers. By using this website, you accept and agree to the terms and conditions of the 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 the 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 the Terms of Use.
Ownership
We are 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, “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 the Terms of Use. The information published on and 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 or 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 Websites
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 to users of this website arising out of their access to or use of such content of such other websites. Any links to other websites are not intended and shall not be construed as referrals or endorsements thereof, but are merely provided to the users of this website for convenience and informational purposes.
Copyrights & Trademarks
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 owners. 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, NONINFRINGEMENT, 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 THIS 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 THE TERMS OF USE, THE INTERNET PRIVACY POLICY OR THIS WEBSITE EXCEED TWENTY-FIVE DOLLARS ($25.00). YOU HEREBY AGREE THAT 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 the 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 the 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 email.
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 the Terms of Use and the Internet Privacy Policy. 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 email 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 website 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 website may be available to all persons or entities or in all jurisdictions. This website was created in the United States and complies with local U.S. laws. This website and/or the services may not comply with legal requirements in foreign countries. Any and all information obtained from this website 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 the Terms of Use or our Internet Privacy Policy to be illegal or unenforceable, then such portion will be eliminated or enforced to the maximum extent possible, and the remaining provisions of the Terms of Use and/or the Internet Privacy Policy will remain in full force and effect.
Arbitration
You agree that the Company, at its sole discretion, may require you to submit any disputes arising from the use of this website, the services, the Terms of Use and/or the Internet Privacy Policy concerning their interpretation, violation, nullity, invalidity, nonperformance 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
The 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.