REIT Overview

Terms of Use

Effective: February 2016

Use & Acceptance

Thank you for visiting the website of CNL Healthcare Properties II, 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.CNLHealthcarePropertiesII.com (the "Website"). By accessing and using Website 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 change, update, or add or remove provisions of these Terms of Use and/or the Internet Privacy Policy, at any time, by posting the updated Terms of Use on this Website. In such event, we will provide a notice on the Website, and may provide a notice to you via electronic communication after making the changes. 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 must stop using 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, and you must not access or otherwise use this Website, any services available through this Website or any information contained on this Website.

Some services and information accessible via the Website may be subject to additional terms of use. By using such features, or any part thereof, you agree to be bound by the additional terms of use applicable to such features. In the event that any of the additional terms of use governing such area conflict with these Terms of Use, the additional terms will govern.

PLEASE NOTE THAT THESE TERMS OF USE CONTAIN AN ARBITRATION PROVISION THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF USE AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. 

Ownership

We are the owner and/or authorized user of all intellectual property rights in all materials used herein, including, without limitation, 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. Subject to the terms and conditions of these Terms of Use, and your compliance with these Terms of Use, we hereby grant you a limited, personal, non-exclusive and non-transferable license to use and to display the Content and download, print and store copies of the Content for personal, non-commercial use, provided that you do not delete or change any copyright, trademark or other proprietary notice. Except for the foregoing license, you have no other rights in the Website or any Content and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Website or Content in any manner.  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. 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, and/or our licensors.

General Terms of Use

You are solely responsible for your use of this Website and for ensuring that such use is in full compliance with these Terms of Use and applicable law. Any information published on and the investment information access provided through this Website is provided as a convenience and for informational purposes only. We do not represent or warrant that the information contained on this Website is the most current information available or that such information is 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 and you should consult with legal and tax advisers before applying any of this information to your particular situation. Reference to or inclusion of any product, service or entity should not be construed as a recommendation, approval, affiliation or endorsement of such product, service or entity by us. Website Content may consist of statements of opinion, which are made as of the date they are expressed and are not statements of fact.

Links to Other Websites

For your convenience, this Website may contain links to or allow you to interact and/or conduct transactions with other websites not operated by or affiliated with us. We are not obligated to review any third-party websites linked to from this Website, we do not 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. If you decide to access any of the third-party websites linked to from this Website, you must follow the privacy policies and terms and conditions for those third-party websites. Unless expressly stated otherwise, 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.

Linking to this Website is strictly prohibited without our prior written consent.

No Warranties

TO THE MAXIMUM EXTENT PERMISSIBLE, ALL CONTENT 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 CONTENT 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 CONTENT ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO CONTENT 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 CONTENT  DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEBSITE IS OBTAINED 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 OBTAINING SUCH CONTENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK.

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

When using this Website, you agree to abide by common standards of decency and act in accordance with the law.  For example, you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Website.
  • Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive.  We reserve the right to (a) terminate access to and ability to use this Website with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to this Website or to any other user of this Website.  We may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct.  When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet.

Unauthorized use of any Content or Third-Party Content contained on this Site may violate certain laws and regulations.

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

When using this Website, you agree to abide by common standards of decency and act in accordance with the law.  For example, you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Site.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Website.
  • Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive.  We reserve the right to (a) terminate access to and ability to use this Website with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to this Website or to any other user of this Website.  We may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct.  When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet.

Unauthorized use of any Content or Third-Party Content contained on this Site may violate certain laws and regulations.

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.

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.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to us, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Website, Content, or any services accessible through the Website, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary.  You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

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 (without regard to the choice or conflicts of law provisions) and applicable U.S. federal law shall govern all matters arising out of the use of this Website.  Foreign laws do not apply.  The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.  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 Content 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

Please read this provision carefully.  It provides that any disputes between you and us may be resolved by binding arbitration.  Arbitration replaces the right to go to court.  In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions).  Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury.  There is no judge or jury in arbitration, and court review of an arbitration award is limited.  The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).

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.

General

Our failure to enforce any of these Terms of Use is not a waiver of such term.  These Terms of Use are the entire agreement between you and us and supersede all prior or contemporaneous negotiations, discussions or agreements between you and us about this Website.  The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms of Use.

Contact Us

If you have any questions about these Terms or otherwise need to reach us for any reason, please contact CNL Securities at 866-650-0650 or info@cnl.com.

 

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