TERMS AND CONDITIONS
A. TERMS AND CONDITIONS OF USAGE
PLEASE READ THESE TERMS AND CONDITIONS OF USAGE BEFORE USING THIS SITE. By continuing to access or use this Web site, or any service on this Web site, you signify YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USAGE. Ventas, Inc. ("Ventas") reserves the right to modify these terms and conditions at any time without prior notice, which modifications shall be effective immediately. Your use of this Web site, or any service on this Web site, after the posting of modifications to these terms and conditions of usage will constitute YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USAGE, as so modified. Any terms and conditions proposed by you which are in addition to or which conflict with these terms and conditions of usage are expressly rejected by Ventas and shall be of no force or effect.
1. User Consent to Terms and Conditions of Usage. By using this Web site, you represent that you have read and agree to be bound by the terms and conditions of usage (“TOU”) for www.ventasreit.com. You further agree: (a) to comply with U.S. law regarding the transmission of any data obtained from the Site (as defined herein) in accordance with the TOU; (b) not to use the Site for illegal purposes; and (c) not to interfere or disrupt networks connected to the Site.
2. Intellectual Property. This Web site and the works of authorship contained in this Web site, including but not limited to all design, text, content, photographs, video, audio and graphics (collectively, the “Site”), are owned, except as expressly stated otherwise, by Ventas and are protected by copyrights, trademarks, trade names, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. The Site is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Site are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site.
3. Restrictions on Use. You may not use the Site for any illegal purpose or in any manner inconsistent with the TOU. You agree to use the Site solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute or dispose of any information contained in the Site in any manner that could compete with the business of Ventas. You acknowledge that the Site has been developed, compiled, prepared, revised, selected and arranged by Ventas and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Ventas and such others. You agree to protect the proprietary rights of Ventas and all others having rights in the Site and to comply with all reasonable written requests made by Ventas or its suppliers of content, equipment or otherwise (“Suppliers”) to protect their and others' contractual, statutory and common law rights in the Site. You agree to notify Ventas in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party or of any claim that the Site infringes upon any copyright, trademark or other contractual, statutory or common law rights.
4. Further Restrictions on Use. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, POST, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT OR IN ANY WAY EXPLOIT ANY PART OF THE SITE (INCLUDING VENTAS’S TRADEMARKS, TRADE NAMES, SERVICE MARKS OR LOGOS), EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SITE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL TRADEMARK, TRADE NAME, SERICE MARK, COPYRIGHT AND OTHER PROPRIETARY NOTICES. THE ANALYSES AND PRESENTATIONS INCLUDED IN THE SITE MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT VENTAS'S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SITE'S CONTENT WOULD BE A VIOLATION OF VENTAS'S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SITE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM, INCLUDING, BUT NOT LIMITED TO, OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET, WITHOUT THE PRIOR WRITTEN CONSENT OF VENTAS. THE SITE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND, NOR MAY THE SITE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SITE. YOU MAY NOT USE THE SITE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF VENTAS'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH VENTAS'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS. YOU WILL NOT USE THE SITE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY OF VENTAS'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SITE. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF USAGE SET FORTH ON THE SITE, INCLUDING THE LINKING AND FRAMING TERMS AND CONDITIONS SET FORTH IN SECITON B.
5. Security. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, by (a) accessing data not intended for your viewing or logging into a server or account that you are not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, or (c) attempting to interfere with service to any user, host or network. Violation of system or network security may result in civil or criminal liability. Ventas will investigate occurrences that may involve such violations and may contact, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
6. License. You acquire absolutely no rights or licenses in or to the Site and materials contained within the Site other than the limited right to utilize the Site in accordance with the TOU. Should you choose to download content from the Site, you must do so in accordance with the TOU. Such download is licensed to you by Ventas ONLY for your own personal, noncommercial use in accordance with the TOU and does not transfer any other rights to you.
7. Rights Reserved. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Site (the “Intellectual Property Rights”) shall, as between you and Ventas, at all times be and remain the sole and exclusive property of Ventas. All present and future rights in and title to the Site (including the right to exploit the Site and any portions of the Site over any present or future technology) are reserved to Ventas for its exclusive use. Except as specifically permitted by the TOU, you may not copy or make any use of the Site or any portion thereof. Except as specifically permitted herein, you shall not use Ventas's Intellectual Property Rights or the Site, or the names of any individual participant in, or contributor to, the Site, or any variations or derivatives thereof, for any purpose, without Ventas's prior written approval.
8. Disclaimer and Limitation of Liability. You agree that your use of the Site is at your sole risk and acknowledge that the Site and anything contained within the Site, including, but not limited to, factual information, content, services, goods or advertisements (the "Items") are provided “AS IS” and “AS AVAILABLE,” and that Ventas makes no warranty of any kind, express or implied, as to the Site or Items, including, but not limited to, merchantability, non-infringement, title or fitness for a particular purpose or use. Ventas does not warrant that the Site is compatible with your equipment or that the Site is free of errors or viruses, worms or “Trojan horses,” or any other harmful, invasive, or corrupted files or components, and is not liable for any damage you may suffer as a result of such destructive features. You agree that Ventas, its Suppliers and its third-party agents shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of Ventas, its employees, subcontractors, agents or Suppliers or otherwise arising in connection with the Site, and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against Ventas by any other party; or (ii) any fault, inaccuracy, omission, delay or any other failure in the Site caused by your computer equipment or arising from your use of the Site on such equipment. The content of other Web sites, services, goods or advertisements that the Site may link to or that may link to the Site is not maintained or controlled by Ventas. Ventas is therefore not responsible for the availability, timeliness, completeness, reliability, content or accuracy of other Web sites, services or goods that the Site may link to or that may link to the Site. Ventas does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Site; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods or advertisements that the Site may link to or that may link to the Site; or (c) make any endorsement, express or implied, of any other Web sites, services, goods or advertisements that the Site may link to or that may link to the Site. Ventas is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media and equipment you use to access the Site. You understand that Ventas and/or third-party contributors to the Site may choose at any time to inhibit or prohibit their content from being accessed under the TOU.
9. Further Disclaimer and Limitation of Liability. You acknowledge that: (i) the Site is provided for information purposes only and is not intended for trading purposes; (ii) the Site includes information taken from stock and other exchanges from around the world, including the New York Stock Exchange, NASDAQ and other sources; (iii) Ventas does not guarantee the sequence, accuracy, completeness or timeliness of the Site; and (iv) the provision of certain parts of the Site is subject to the terms and conditions of other agreements to which Ventas is a party. Accordingly, anything to the contrary herein set forth notwithstanding, Neither Ventas nor its employees, representatives, affiliates, subsidiaries, successors, assigns, Suppliers and third-party agents shall, directly or indirectly, be liable, in any way, to you or any other person for any: (i) inaccuracies or errors in or omissions from the Site including, but not limited to, quotes and financial data; (ii) delays, errors or interruptions in the transmission or delivery of the Site; or (iii) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VENTAS OR ITS EMPLOYEES, REPRESENTATIVES, AFFILIATE, SUBSIDIARIES, SUCCESSORS, ASSIGNS, SUPPLIERS OR THIRD-PARTY AGENTS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF VENTAS HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SITE OR ANY LINKS OR ITEMS ON THE SITE, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OR ANY PROVISION OF THE TOU, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF BUSINESS, GOODWILL, DATA OR OTHER INTANGIBLE ASSETS. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall Ventas's total liability to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence) exceed the amount paid by you, if any, for accessing this site.
11. Representations and Warranties. You represent, warrant and covenant that: (a) you have the power and authority to consent to the TOU; (b) you are at least eighteen (18) years old; (c) you shall not use any rights granted hereunder for any unlawful purpose; and (d) you shall use the Site only as set forth in the TOU.
12. Indemnification. You agree, at your own expense, to indemnify, defend and hold harmless Ventas and its employees, representatives, affiliates, subsidiaries, successors, assigns, Suppliers and third-party agents against any claim, suit, action or other proceeding brought against Ventas or its employees, representatives, affiliates, subsidiaries, successors, assigns, Suppliers or third-party agents by a third party, to the extent that such claim, suit, action or other proceeding is based on or arises in connection with your use of the Site, or any links on the Site, in violation of the TOU, including, but not limited to: (i) your use of, or someone else’s use of your computer to use, the Site; (ii) your or someone else’s use of your account, where applicable; (iii) a violation of the TOU by you or someone else using your computer (or account, where applicable); (iv) a claim that any use of the Site by you or someone else using your computer (or account, where applicable) infringes any Intellectual Property Right (as herein defined) of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Site by you or someone else using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. Ventas reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ventas in asserting any available defense. You acknowledge and agree to pay Ventas's reasonable attorneys’ fees incurred in connection with any and all lawsuits brought against you by Ventas under the TOU and any other terms and conditions on www.ventasreit.com, including, without limitation, lawsuits arising from your failure to indemnify Ventas pursuant to the TOU.
13. Termination. Ventas may terminate the TOU for any reason at any time. You may terminate your consent to the TOU by discontinuing use of the Site and destroying of all materials obtained from the Site. Ventas may immediately terminate your use of the Site without prior notice if you, in Ventas's sole discretion, fail to comply with any provision of the TOU. Upon any such termination by you or Ventas, you must promptly destroy all materials obtained from the Site and any copies thereof. Sections 2-14 and 16-21 of the TOU shall survive any termination of the TOU.
14. Governing Law. The TOU shall be governed by and construed in accordance with the laws of the United States and the State of Illinois, without giving effect to any conflicts-of-law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in Cook County in the State of Illinois with respect to any legal proceedings that may arise in connection with the Site or from a dispute as to the interpretation or breach of the TOU.
15. United States Export Control & Foreign Asset Control Regulations. Ventas does not represent that materials in the Site are appropriate or available for use in countries outside the United States. If you choose to access the Site from outside the United States, you are responsible for compliance with foreign and local laws. Software from the Site is further subject to United States export controls and may not be downloaded, exported or re-exported: (i) into (or to a national or resident of) Burma, Cuba, Democratic Republic of the Congo, Iran, Iraq, Ivory Coast, Libya, North Korea, Syria, Sudan, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's Specially Designated Nationals List. By using the Site, you represent and warrant that you are not located in, controlled by or a national or resident of any such country or on any such list.
16. Miscellaneous. You acknowledge that Ventas has the right to change the information, content, appearance, or technical specifications of any aspect of the Site at any time, in its sole discretion, that such changes may result in your inability to access the Site, and that Ventas shall have no liability with respect thereto. The failure of Ventas to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision.
17. Headings. The section titles in the TOU are used solely for convenience and have no legal or contractual significance.
18. Severability. If any provision of the TOU is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the TOU will remain in full force and effect.
19. Entire Agreement. The TOU and any other terms and conditions on the Site constitute the entire agreement between you and Ventas and govern your use of the Site.
B. LINKING AND FRAMING TERMS AND CONDITIONS
PLEASE READ THESE LINKING AND FRAMING TERMS AND CONDITIONS ("L&F TERMS") BEFORE LINKING TO OR FRAMING THE SITE. YOU MAY NOT LINK TO OR FRAME THE SITE UNLESS YOU ACCEPT AND COMPLY WITH THESE L&F TERMS, THE TOU AND ALL OTHER TERMS AND CONDITIONS ON THE SITE. Ventas reserves the right to modify the L&F TERMS at any time without prior notice, which modifications shall be effective immediately. Your continued establishment of a link to the Site or your continued framing of the Site after the posting of modifications to the L&F TERMS will constitute YOUR ACCEPTANCE OF THE L&F TERMS, as so modified. Any terms and conditions proposed by you which are in addition to or which conflict with these L&F TERMS are expressly rejected by Ventas and shall be of no force or effect.
1. User Assent to Terms and Conditions for the Site. By linking to the Site, you represent that you have read and agree to be bound by the L&F TERMS. You further represent that you have read and agree to be bound by the TOU as set forth above in Section A, as well as all other terms and conditions on the Site.
2. Intellectual Property. You acknowledge that the Site has been specially designed by or on behalf of Ventas for presentation in a unique format and appearance, with Ventas's look and feel (collectively, "Look and Feel"), and that such Look and Feel is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries. Upon linking to the Site pursuant to the L&F TERMS, you will be granted a non-exclusive, non-transferable, royalty-free, limited license to use the VENTAS mark solely for providing an underlined, textual link from your Web site to www.ventasreit.com. No other use of Ventas's marks or name is permitted without express prior written consent from Ventas.
3. Restrictions on Linking to the Home Page of the Site. Without limiting the provisions contained in the TOU, you may include a link on your Web site to the home page of the Site, currently located at http://www.ventasreit.com (“Home Page”); provided that you first fill out the registration form below. You may not link to the Site any Web site containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.
C. INQUIRIES REGARDING CONTENT
D. INTELLECTUAL PROPERTY ISSUES
3. Trademark Notice: VENTAS, the Triangle design, “Custom Capital Tailored for Growth” and “Reliable Capital. Delivering Value.” are trademarks and service marks of Ventas, Inc. All rights reserved. Ventas trademarks and service marks may not be copied, used or displayed without the prior written consent of Ventas.