Terms and Conditions
Last Revised: August 1, 2014
PLEASE READ AND FAMILIARIZE YOURSELF WITH THESE TERMS AND CONDITIONS CAREFULLY AND COMPLETELY BEFORE USING THE WEBSITE.
These Terms and Conditions are applicable to your access to and use of www.eqcre.com (the “Website”), which is operated by Equity Commonwealth (“we,” “our,” or “us”). By accessing or using the Website, you acknowledge that you understand and agree to be bound by these Terms and Conditions. If you do not understand or agree to be bound by these Terms and Conditions, do not access or use the Website.
Except as otherwise provided in these Terms and Conditions, the text, graphics, user interfaces, photographs, trademarks, logos, sounds, music, artwork, computer code, and other materials contained on the Website (collectively, “Content”) may be retrieved solely for your own internal, personal, non-commercial, and informational use. This permission terminates immediately if you breach these Terms and Conditions. You may not “mirror” any Content contained on the Website without Equity Commonwealth’s express written permission. Any unauthorized use of the Content contained on the Website may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes. All Content, including the selection and arrangement thereof, is the exclusive property of Equity Commonwealth or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.
You shall not otherwise use, modify, copy, reproduce, republish, upload, post, transmit, distribute, sell, license, rent, publicly display or perform, edit, adapt, or create a derivative work of, in any manner, any Content or any other part of the Website without the prior express written permission of Equity Commonwealth.
Except as otherwise set forth under the “Governance Hotline” section of the Website or as otherwise explicitly limited in Equity Commonwealth’s Code of Business Conduct and Ethics or by any policies or procedures of Equity Commonwealth, its Board of Trustees, or any committee thereof explicitly requiring that information be kept anonymous or confidential, you acknowledge and agree that Equity Commonwealth shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute, and exploit any and all information that you post or otherwise publish on the Website (“Submissions”). You hereby waive any and all claims against Equity Commonwealth for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution, or any other intellectual property rights in connection with Equity Commonwealth’s use and publication of such Submissions. This means that anything submitted by you to the Website will be owned by Equity Commonwealth and, subject to the exceptions set forth above, may be used by Equity Commonwealth for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event Equity Commonwealth’s ownership of such Submissions is successfully contested, you automatically grant Equity Commonwealth a perpetual, royalty-free, non-exclusive, unrestricted, worldwide, and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform, or display such Submissions, in whole or in part, in any form, media, or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes, and without compensation to you.
Equity Commonwealth does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through the Website by any user of the Website, information provider, or any other third party. Subject to the exceptions set forth above, Equity Commonwealth expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole risk. You covenant that you shall not post or otherwise publish on the Website any materials that: (i) are harmful, abusive, harassing, tortious, threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising, promotional materials, or any other form of solicitation; (vi) constitute or contain false, inaccurate, or misleading statements; or (vii) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements). Equity Commonwealth in its sole discretion reserves the right to refuse to post and the right to remove any information or Submissions from the Website, in whole or in part, for any reason.
You agree to comply with all laws, rules, and regulations applicable to your use of the Website. You agree to not take any action that might interfere with the proper working of the Website, compromise the security of the Website, or otherwise damage the Website or any materials and information available through the Website. You may not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions, or to solicit the performance of any illegal activity or other activity which infringes the rights of Equity Commonwealth or others.
You may not attempt to gain unauthorized access to any portion or feature of the Website, to any other systems or networks connected to the Website or to any Equity Commonwealth server, or to any of the services offered on or through the Website, by hacking, password “mining”, or any other illegal means.
You may not probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website. You may not use any automated means to collect information or Content from or otherwise access the Website, including but not limited to through the use of technical tools known as robots, spiders, or scrapers, without our prior permission.
Use of Information and Resources Disclaimer
Certain marks that appear on the Website, including names and logos identifying Equity Commonwealth and its affiliates and subsidiaries and each of their products and services, including but not limited to Equity Commonwealth, are trademarks or service marks owned by Equity Commonwealth and shall not be used by you without prior written permission of Equity Commonwealth. Other marks that appear on the Website may be claimed as trademarks or service marks by their respective owners, who may or may not be affiliated with Equity Commonwealth.
Disclaimer of Warranties
While Equity Commonwealth attempts to convey accurate and current information on the Website, the information provided on the Website may contain typographical or technical errors. Information on the Website is provided to you “AS IS” and “AS AVAILABLE” and without warranty of any kind. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EQUITY COMMONWEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, EQUITY COMMONWEALTH DOES NOT WARRANT THAT: (i) THE INFORMATION ON THE WEBSITE IS CORRECT, ACCURATE, OR RELIABLE; (ii) THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (iii) THE FUNCTIONS CONTAINED ON THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; OR (iv) THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Further, Equity Commonwealth expressly disclaims any obligation to update or correct information contained on the Website and explicitly disclaims any duty to do so. Equity Commonwealth assumes no liability or responsibility for any errors or omissions in the information provided on the Website. You expressly agree that your use of the Website is at your sole option and risk and as such you assume full responsibility and all risks arising from or relating to your use of the Website. You must confirm the accuracy of any information presented on or through the Website before relying on it in any way.
Links to Other Websites
Information that Equity Commonwealth publishes on the Internet may contain links to other websites. Equity Commonwealth is not responsible for information found on any linked website, including information that may be about Equity Commonwealth, and Equity Commonwealth makes no representations about any other website that you may access through the Website. The links are provided only as citations and aids to help you locate and identify other Internet resources which may be of interest. These links are not intended to state or imply that Equity Commonwealth has sponsored, approved, or adopted any materials on the linked websites or that it is legally authorized to use any trade name, trademarks, logo, seal, or copyrighted information reflected in the linked websites. Equity Commonwealth is not liable in any way to the reader or to any other person, entity, firm, or corporation for the accuracy or completeness of any information or data in the linked websites or for any delays, errors, or omissions of any such information or data, or for actions taken in reliance thereto or for any damages arising therefrom. Furthermore, Equity Commonwealth does not endorse the products or services offered by any company or person linked to the Website nor is it responsible for any software or the content of any information published on any third-party website that is accessible via a link on the Website. You should take precautions when downloading files from websites to protect your computer software and data from viruses and other destructive programs.
Information Provided By Third Parties
The data provided by Shareholder.com is for informational purposes only, and is not intended for trading purposes. Neither Equity Commonwealth, Shareholder.com, nor their data or content providers guarantee the sequence, accuracy, or completeness of any stock price information or other data displayed, nor shall any such party be liable in any way to the reader or to any other person, entity, firm, or corporation whatsoever for any delays, inaccuracies, errors in, or omission of any such information or data or the transmission thereof, or for any actions taken in reliance thereon or for any damages arising therefrom or occasioned thereby or by reason of non-performance or interruption or termination of the stock price information for any cause whatsoever.
Forward Looking Statements
The Website, including press releases, SEC filings, and other documents posted on the Website, contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Also, whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or similar expressions, we are making forward looking statements. These forward looking statements are based upon our present intent, beliefs, or expectations, but forward looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward looking statements as a result of various factors including those risk factors detailed from time to time in our filings with the Securities and Exchange Commission, which are accessible in the “Investors” section of the Website. You should not place undue reliance upon forward looking statements. Except as required by law, we undertake no obligation to update or revise any forward looking statements as a result of new information, future events, or otherwise.
Investor Relations; No Endorsement, Advice or Professional Consultation
Material contained in the Website, including without limitation the “Investors” section, is for information purposes only and is not intended to constitute an offering of securities in any jurisdiction. This information is provided to you with the understanding that Equity Commonwealth’s provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career, or other advice or services. There may be delays, omissions, or inaccuracies in information obtained through your use of the Website. Since the Internet cannot be considered secure and because the information on the Website may appear different from original printed material, this information should not be used for the purpose of making business, investment, or other decisions or used as a substitute for consultation with professional advisors. If you are contemplating investments in Equity Commonwealth, you should request printed copies of any such documents directly from Equity Commonwealth.
Moreover, Equity Commonwealth does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded, or distributed through the Website by Equity Commonwealth, any user, information provider, or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option and risk. Moreover, Equity Commonwealth does not grant any license or other authorization to you to use the Website in any manner if such use in whole or in part suggests that Equity Commonwealth promotes or endorses any third party’s causes, ideas, political campaigns, political views, websites, products, or services.
Infringement Notices and Takedown
Equity Commonwealth prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on the Website infringes your copyright, you should notify Equity Commonwealth of your copyright infringement claim in accordance with the following procedure. Equity Commonwealth will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act, or DMCA. The DMCA requires that notifications of claimed copyright infringement be sent to the Website’s Designated Agent who is:
Two North Riverside Plaza
Chicago, IL 60606
United States of America
To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):
- Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You hereby indemnify, defend, and hold harmless Equity Commonwealth and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, trustees, shareholders, investors, employees, agents, representatives, and attorneys and their respective heirs, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to your use of the Website, any Submissions you submit, post, transmit, or make available through the Website, or any breach by you of these Terms and Conditions or the representations, warranties, and covenants you have made by agreeing to these Terms and Conditions. You shall cooperate as fully and as reasonably required in the defense of any such claim. Equity Commonwealth reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL EQUITY COMMONWEALTH OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, TRUSTEES, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR THE INFORMATION CONTAINED ON THE WEBSITE OR OBTAINED FROM YOUR USE OF THE WEBSITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITE, EVEN IF EQUITY COMMONWEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EQUITY COMMONWEALTH’S OR ANY OF ITS PREDECESSORS’, SUCCESSORS’, PARENTS’, SUBSIDIARIES’, AFFILIATES’, OFFICERS’, TRUSTEES’, SHAREHOLDERS’, INVESTORS’, EMPLOYEES’, AGENTS’, REPRESENTATIVES’, AND ATTORNEYS’ AND THEIR RESPECTIVE HEIRS’, SUCCESSORS’, AND ASSIGNS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHER LEGAL THEORY EXCEED $1.00. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN WHICH CASE OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Statement Concerning Limited Liability
THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING EQUITY COMMONWEALTH, DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO, IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE, OR AGENT OF EQUITY COMMONWEALTH SHALL BE SUBJECT TO ANY PERSONAL LIABILITY WHATSOEVER, IN TORT, CONTRACT OR OTHERWISE, IN CONNECTION WITH THE ASSETS OR AFFAIRS OF EQUITY COMMONWEALTH. ALL PERSONS DEALING WITH EQUITY COMMONWEALTH IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF EQUITY COMMONWEALTH FOR THE SATISFACTION OF CLAIMS OF ANY NATURE ARISING IN CONNECTION WITH THE ASSETS OR AFFAIRS OF EQUITY COMMONWEALTH.
Changes to Website and Terms and Conditions
Equity Commonwealth reserves the right, in its sole discretion, to restrict, suspend, or terminate access to all or any part of the Website and/or reserves the right to change, suspend, or discontinue all or any part of the Website or its Content at any time without prior notice or liability.
Equity Commonwealth reserves the right to change these Terms and Conditions at any time and notify you by posting an updated version of these Terms and Conditions on the Website. It is your responsibility to periodically check this page so that you are aware of what the Terms and Conditions are regarding access to and use of the Website. The amended Terms and Conditions will apply between us whether or not we have given you specific notice of any change.
The Website may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to your systems or operations. You shall be solely responsible for ensuring that any information or Content obtained from the Website does not contain any virus or other computer software code or subroutine designed to disable, erase, impair, or otherwise damage your systems, software, or data.
Jurisdiction, Severability, and Waiver
These Terms and Conditions shall be construed and enforced in accordance with the laws of the State of Maryland. In the event of a dispute concerning these Terms and Conditions, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in the State of Maryland. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. Failure of Equity Commonwealth to act on or enforce any provision of these Terms and Conditions shall not be construed as a waiver of that provision or any other provision in these Terms and Conditions.
You acknowledge that any breach or threatened breach of these Terms and Conditions will result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to our rights and remedies otherwise available at law, we shall be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. If we seek any equitable remedies, we shall not be precluded or prevented from seeking remedies at law, nor shall we be deemed to have made an election of remedies.
The Website is controlled and operated by Equity Commonwealth in the United States of America and is intended for use within the United States of America. Equity Commonwealth makes no representation that material on the Website is appropriate or available for use in other locations. Those who choose to access the Website from other locations do so of their own initiative and are responsible for compliance with local laws.
If you have any questions regarding these Terms and Conditions, please contact us at: firstname.lastname@example.org.
BY USING THIS WEBSITE, YOU EXPRESSLY AGREE TO BE BOUND BY THE FOREGOING TERMS AND CONDITIONS