This web site, and the information, content and services it makes available (which, collectively are referred to as the “Web Site”), is provided to you by Trinity Management Services and its affiliates, subsidiaries and related entities (“Trinity” or “we” or “us”). These Terms and Conditions of Use (“Terms”) set forth the terms and conditions governing your use of the Web Site.
You should read these entire Terms as they grant us rights from you, obligate you to us in material ways, limit how you can use the Web Site and its content, limit your rights and remedies, and require you to arbitrate disputes and waive going to court. Click on any of the section headings in this table of contents to be taken to that section. Each section has a link at the end of the section to return to the table of contents.
1. Modifications to these Terms
We may make prospective changes to these Terms from time to time in our sole discretion, by updating and posting the revised Terms on this Web Site, and specifying the effective date of the new version of the Terms. Your continued use of the Web Site following the posting of a new version of the Terms constitutes your acceptance of any such changes; provided, however, the prior terms in effect during prior uses will continue to govern those uses unless you otherwise consent. Accordingly, when you visit this Web Site you should periodically check to see if a new version of these Terms has been posted.
2. Additional Terms
In addition to these Terms, we may also post additional terms and conditions (“Additional Terms”) that apply to certain services or features we offer on this Web Site (such as payment services, sweepstakes, contests, message boards, chat rooms, blogs, etc.), and you will be subject to such additional guidelines when you access these services or features. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control, unless the Additional Terms expressly state that these Terms will control.
3. Web Site Content
This Web Site contains a variety of information and content, including: (1) copyrighted material, such as information, text, directories, graphics, photographs, illustrations, floor plans, maps, images, video and audio clips, sound clips, advertising and promotional materials, data, software, compilations, designs, graphical interface, and overall “look and feel,” (2) trademarks, logos, trade names, service marks, and trade identities, whether registered or unregistered (collectively the “Trademarks“), and (3) other forms of information and intellectual property (all of the foregoing collectively and individually are referred to as “Content“). You may only use the Content as set forth in Section 4 and subject to these Terms. Without limiting the generality of the foregoing, the Web Site and its Content are subject to the following:
All right, title, and interest in and to the Content available via the Web Site is the property of Trinity or its licensors, and is protected by U.S. and international copyright, trademark, patent, or other proprietary rights and laws. You may not copy or otherwise use any of the Content except as expressly authorized by these Terms.
While we strive to keep the Content that we post on the Web Site accurate, complete, and up-to-date, we cannot and do not guarantee, represent or warrant that any of the Content on this Web Site is accurate, complete, timely or applicable to you.
In addition, you grant us a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of any material or information you post or submit to us (on or via the Web Site, or by means other than the Web Site, including without limitation via our social media pages and accounts such as Facebook, Twitter and LinkedIn) (“Submissions”), and derivative works thereof, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You also irrevocably consent to our use and association of your name (and, if part of a Submission, your likeness) in connection with your Submissions and derivatives thereof. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. In addition, we and our successors, assigns and licensees retain all of the rights held by members of the general public with regard to your Submissions. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your Submissions.
4. Scope of Use
You agree to use the Web Site solely for lawful purposes, and you agree that you shall at all times comply with all applicable laws, statutes, rules, regulations, ordinances and the like applicable to your use of the Web Site. We grant you a nonexclusive, nontransferable, revocable, limited license to download (cache copy to enable viewing only) and view the Web Site, and to print copies of Web Site pages, only for your personal, non-commercial use. Except to the minimum extent otherwise expressly permitted under applicable law, you may not use any Content available via the Web Site in any other manner or for any other purpose without the prior express written permission of Trinity. Any unauthorized use of any Content from the Web Site may violate copyright laws, trademark laws, privacy laws and/or other laws or regulations.
5. Notice of Infringement
If you are a copyright owner and believe infringing use of your content is on our Web Site, or you are a user that has received notice that you posted allegedly copyright infringing content on our Web Site.
Trinity Residential Web Site Copyright Infringement and DMCA Policy:
We ask our users to respect the intellectual property rights of others. It is our policy to respond appropriately to clear notices of alleged copyright infringement, as set forth more fully below. In our sole discretion, we may remove content from our Web Site that may be infringing on another person’s intellectual property rights with or without notice to the potential infringer. In accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.
If we remove or disable access in response to a DMCA Notice (as defined below), we will make a good faith attempt to contact the owner or administrator of the affected site or content so that they may make a counter-notification. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Web Site, then you may send us a written notice that includes all of the following:
We will only respond to DMCA Notices that it receives by mail, email, or facsimile at the addresses below:
By Mail: Trinity Management Services 1188 Mission Street, Box A, San Francisco, CA 94103-1586 (Attn: Legal Department – DMCA Notice)
It is often difficult to determine if your copyright has been infringed. We may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and we may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting Trinity’s other rights, we may, in appropriate circumstances, terminate a repeat infringer’s access to the Web Site and any other website owned or operated by us.
If access on the Web Site to a work that you submitted to us is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Web Site. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
6. Registration and Accuracy of Information You Provide
7. Controlled Access Obligations
If any portion of the Web Site restricts access and requires the use of a User ID and password, your access to and use of such restricted access portion is subject to the following terms:
You agree to use such portions of the Web Site only with the User ID and password assigned to you or associated with your registration, and that you will not impersonate any person or entity, or falsely state or otherwise misrepresent your identity or any information you submit to the Web Site.
You are responsible for maintaining the confidentiality of your User ID and password, and for restricting access to your computer, or other device you use to connect to the Web Site, so that others may not access the Web Site using your User ID and password.
You agree to immediately notify us of any compromise or unauthorized use of your User ID or password or any other breach of security.
You agree to accept responsibility for all activities that occur under your User ID and associated password until such time as you notify us that your user ID and password have been compromised or otherwise request that we cancel your account.
We shall not be liable for any loss or damage arising from your negligence or failure to comply with any of the foregoing obligations.
8. Sweepstakes, Contests, and Promotions
Any sweepstakes, contests or other promotions (“Promotions“) that may be offered via the Web Site will be governed by a separate set of rules that, in addition to describing such Promotion, may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the Promotion, use of Submissions you make, and disclosures about how your personal information may be used. It is your responsibility to read such rules to determine whether or not you are eligible and want to participate, register and/or enter, and to determine the applicable terms and conditions of the Promotion. By participating in any Promotion, you will become subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the sponsor(s) identified therein, which shall be final and binding in all respects.
9. Links to and from the Web Site
The Web Site may provide links to other web sites and/or resources (including advertisements) that we do not maintain or which are not under our control (“Third Party Web Sites”). Your dealings with such Third Party Web Sites are solely between you and such third parties. We are not responsible for, and we make no representations or warranties with respect to, the content, products, services, personal information practices, ownership, or legality of any such linked Third Party Web Site unless expressly stated by us. Your use of such Third Party Web Sites is subject to the terms and conditions established by such third parties, and we encourage you to review their user terms and privacy policies before you use their services. Your access to and use of such Third Party Web Sites is solely at your own risk, and you agree that we will not be responsible or liable for any loss or damage of any sort that you may suffer as the result of your dealings with such Third Party Web Sites.
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Web Site, so long as: (1) the links only incorporate text, and do not use any Trademarks, (2) the links and the content on your website do not suggest any affiliation with us or cause any other confusion, and (3) the links and the content on your website do not portray us or our products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violates any right of any third party or is otherwise objectionable to us. We reserve the right to suspend or prohibit linking to the Web Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
10. Online Applications, Consents, Leases, Payments and Other Transactions
11. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE WEB SITE AND ALL CONTENT ON IT IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” BASIS “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRINITY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT TRINITY IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, ECONOMIC, OR PUNITIVE DAMAGES OR DAMAGES DUE TO LOST PROFITS), WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO YOUR USE OF THIS WEB SITE OR WITH THE DELAY OR INABILITY TO USE THIS WEB SITE, OR FOR ANY INFORMATION, CONTENT, PRODUCTS, AND/OR SERVICES OBTAINED THROUGH THIS WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS WEB SITE, EVEN IF TRINITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL TRINITY BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION WHATSOEVER IN AN AMOUNT GREATER THAN $10.
13. Modification or Suspension of the Web Site or Access
Trinity reserves the right, in its sole discretion, to modify or discontinue the Web Site, or any portion of the Web Site, without notice to you or any third party. We also may, in our sole discretion, refuse or restrict anyone from access to the entire Web Site or any portion of the Web Site.
Any violation of these Terms (as determined by Trinity in its sole discretion) may result in restriction or termination of your access to all or part of the Web Site and may be referred to law enforcement authorities. No waiver of any of these Terms shall be of any force or effect unless made in writing and signed by a duly authorized officer of Trinity.
15. Governing Law, Dispute Resolution and Class Action Waiver
These Terms shall be governed by the laws of the State of Illinois, the United States of America and international copyright laws. You agree to submit to the jurisdiction of the federal and state courts in the State of Illinois for any and all disputes, claims and actions arising out of or in connection with the information provided to you herein.
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Trinity agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual agreement.
First – Try to Resolve Disputes
If any controversy, allegation, or claim arises out of or relates to the Web Site, the Content, your Web Site activities and Submissions, these Terms, or any Additional Terms, whether heretofore or hereafter arising (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation to contact you or try to resolve the Dispute. Your notice to us must be sent to: Trinity Residential, 1188 Mission Box A, San Francisco, CA 94103 (Attn: Legal Department). For a period of sixty (60) days from the date of receipt of notice from the other party, Trinity and you will engage in a dialogue in order to attempt to resolve the Dispute, though nothing will require either you or Trinity to resolve the Dispute on terms with respect to which you and Trinity, in each of our sole discretion, are not comfortable.
If we cannot resolve a Dispute as set forth above within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND TRINITY (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT – INCLUDING, BUT NOT LIMITED TO FRAUD, ANY OTHER INTENTIONAL TORT, OR NEGLIGENCE – COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE WEB SITE. The Federal Arbitration Act (“FAA”), not state law, shall govern the arbitrability of all disputes between Trinity and you regarding these Terms (and any Additional Terms) and the Web Site. Trinity and you agree, however, that Illinois or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Trinity regarding a Dispute, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to Illinois’ choice of law principles that might apply other states’ laws.
Disputes will be resolved solely by binding arbitration in accordance with the then-current commercial Arbitration Rules of the American Arbitration Association (“AAA”). If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to get a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of Trinity consent to in writing. If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration. You and we will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Trinity to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then Trinity will have the right to elect to pay the fees and costs and proceed to arbitration. The arbitrator will apply applicable law and the provisions of these Terms and any Additional Terms, will be bound by these Terms and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party’s individual claim. This arbitration provision shall survive termination of these Terms or the Web Site.
The foregoing provisions of this Section will not apply to any legal action taken by Trinity to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Disputes and/or Trinity’s rights (including such that may be in dispute), Trinity’s operations, and/or Trinity’s products or services.
No Class Action Matters
Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. YOU AND TRINITY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought to a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in this Section to arbitrate will not apply and the Dispute must be brought exclusively in court in Chicago, Illinois (to which jurisdiction and venue you irrevocably consent). Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation and enforceability of these class action waiver provisions, are to be decided only by a court of competent jurisdiction, and not by the arbitrator.
Small Claims Matters Are Excluded From Arbitration Requirement
Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not a claim related to Trinity’s intellectual property rights) in small claims court.
16. Entire Agreement
17. Forward-Looking Statements
Any forward-looking statements contained on the Web Site are intended to be made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects” and “anticipates” and other similar expressions which are predictions of or indicate future events and trends and which do not relate solely to historical matters identify forward-looking statements. Such forward-looking statements are subject to risk and uncertainties, which could cause actual results, performance, or achievements of Trinity to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Users are cautioned not to place undue reliance on these forward-looking statements. Some of the risks and uncertainties which may cause the actual results to differ from those projected by such forward looking statements are discussed under the heading “Risk Factors” in our Annual Report on Form 10-K which may be accessed on the internet at www.sec.gov or through the Web Site. Many of these uncertainties and risks are difficult to predict and beyond management’s control. Forward-looking statements are not guarantees of future performance, results or events. Trinity assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
18. Contact Information
If you have any questions or concerns with respect to these Terms or the Web Site, you may contact us by phone at (415) 864-1111.