PROCACCIANTI HOTEL REIT, INC. (“PROCACCIANTI”) WEBSITE
TERMS AND CONDITIONS
PROCACCIANTI HOTEL REIT, INC. (“PROCACCIANTI”), MAKES THIS WEBSITE AVAILABLE TO YOU FOR YOUR INFORMATION AND AS BACKGROUND FOR THE PRODUCTS AND SERVICES OF PROCACCIANTI AND ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES AND AFFILIATED FUNDS (COLLECTIVELY, THE “PROCACCIANTI ENTITIES”), SUBJECT TO THESE TERMS AND CONDITIONS. REFERENCES IN THESE TERMS AND CONDITIONS TO “YOU” OR “YOUR” REFER COLLECTIVELY TO YOU, ANY PERSONS AND COMPANIES AND LEGAL ENTITIES (“PRINCIPALS”) THAT YOU REPRESENT AND ANY EMPLOYEES OF SUCH COMPANIES OR ENTITIES. FOR PURPOSES OF THESE TERMS AND CONDITIONS, THE TERM “WEBSITE” INCLUDES WITHOUT LIMITATION THOSE PARTS OF THE WEBSITE LOCATED AT www.prochotelreit.com. THAT YOU CAN ACCESS BASED ON YOUR ACCOUNT WITH THE WEBSITE, IF ANY, INCLUDING WITHOUT LIMITATION THE PUBLICLY AVAILABLE CONTENT, MATERIALS AND INFORMATION, AND ANY PORTION THEREOF, AND ANY OTHER INFORMATION OR MATERIALS THAT MAY BE AVAILABLE TO YOU ON THE WEBSITE (COLLECTIVELY, “CONTENT”).
This Website is offered by Procaccianti as a convenience to: (1) users of the Website; (2) a variety of legally and financially separate Entities that make up the Procaccianti Entities, which may be either parent companies or subsidiaries of the same Entities, affiliates of each other or share common ownership; and (3) legally and financially separate entities that: (i) were or are sponsored or advised by one of the Procaccianti Entities; or (ii) have some common ownership with one or more of the Procaccianti Entities that from time to time may maintain business relations with any of the Procaccianti Entities. Each Procaccianti Entity and each other entity described above is a separate legal entity and no legal or financial relationship is to be implied between or among any of these entities.
1. LICENSE TO THE CONTENT.
Procaccianti grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Website solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the Procaccianti Entities. Any other use of the Content or the Website is expressly prohibited. All other rights in the Content and the Website are reserved by Procaccianti and its licensors.
Procaccianti reserves all rights in the Website and you agree these Terms and Conditions do not grant you any rights in or licenses to the Website, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Website, or in any other way exploit any of the Content or any other part of the Website or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of Procaccianti.
Without limiting the foregoing, you will not frame or display the Website (or any part of the Website) as part of any Website or any other work of authorship without the express prior written permission of Procaccianti. Material available through the Financial Advisor-specific area of the site is intended for Broker-Dealer Use Only and should not be provided to potential clients unless otherwise noted for Client Use.
2. PRODUCTS AND SERVICES.
The information regarding the Procaccianti Entities provided on the Website may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding the Procaccianti Entities. The offering may not be available to persons in certain geographic areas.
3. WEB SITE ACCURACY.
Although Procaccianti has tried to provide accurate and timely information on the Website, please be aware that the Website (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Website is provided as a convenience to visitors and is provided for informational purposes only. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Website are your sole responsibility and Procaccianti shall have no liability for such decisions. If you need specific details about any information contained in our Website, you should contact Procaccianti as provided in the “Contact Us” section of the Website.
4. WEB SITE RESTRICTIONS.
As a condition of your use of the Website, you represent and warrant that you shall not use the Website for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Website. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Website. By ways of example, and not as a limitation, you may not use the Website to: (a) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and Intellectual Property) of others; (b) publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information; (c) transmit or upload any material to the Website that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (d) interfere with or disrupt the Website networks or servers; (e) harvest or otherwise collect information from the Website about others, including without limitation email addresses, without proper consent; (f) use the account, login identification, or password of another party to access the Website; (g) otherwise attempt to gain unauthorized access to the Website, other accounts, computer systems or networks connected to the Website, through password mining or any other means; or (h) interfere with another individual’s or entity’s use or enjoyment of the Website. Procaccianti has no obligation to monitor your use of the Website or retain the content of any of your sessions on the Website. By transmitting information through the Website, you accept the risk that such information as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. We recommend that you do not send any confidential information to us by e-mail. If you choose to send any confidential information to us via e-mail, you accept the risk that this information may be intercepted by a third party. Procaccianti reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.
5. DISCLAIMER OF WARRANTIES; DAMAGE LIMITATION.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCACCIANTI AND THE OTHER PROCACCIANTI ENTITIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES REGARDING THE WEBSITE OF ANY KIND, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED TO YOU “AS IS.” IN NO EVENT SHALL ANY PROCACCIANTI ENTITY HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE WEBSITE, OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION ASSOCIATED WITH THE WEBSITE, EVEN IF PROCACCIANTI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
6. LINKS WITH OTHER WEB SITES.
Procaccianti may provide links to other Websites or resources (“Linked Sites”). You acknowledge and agree that Procaccianti has no control over and is not responsible for the Linked Sites. Procaccianti’s reference to or use of tangible or intangible property, a product, service, or process does not imply Procaccianti’s ownership, recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You agree that the Procaccianti Entities shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including without limitation content, property, goods or services available on the Linked Sites. Links to the Website are not permitted without the express prior permission of Procaccianti.
You agree to defend, indemnify, and hold the Procaccianti Entities harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys’ fees, arising out or relating to any third party claims, demands or allegations or any damages, losses, costs and expenses (including reasonable legal fees) incurred by a Procaccianti Entity as a result of or arising out of or relating to your use of the Website, including without limitation arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.
Procaccianti may change the Terms and Conditions from time to time. Procaccianti will require your assent to the revised Terms and Conditions. If you do not provide such an assent, such as through clicking the applicable “I Agree” button, among other methods, then your use of the Website will terminate in accordance with Section 11 below. Procaccianti reserves the right to modify or temporarily discontinue your access to the Website or parts thereof, with or without notice to you. You agree that Procaccianti shall not be liable to you or any third-party for any modification to the Website or your access to the Website.
9. INTERNET ACCESS.
To use the Website, you must at no cost to Procaccianti: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; (b) provide all equipment necessary for you to make such connection to the World Wide Web, including without limitation a computer and modem or broadband Internet connection.
10. INFORMATION RELATING TO FUND SECURITIES.
Under no circumstances should any material at this Website be used or considered as an offer to sell or a solicitation of any offer to buy an interest in any investment fund. Any such offer or solicitation will be separately made only by means of the prospectus relating to the particular fund to persons who, among other requirements, meet certain qualifications under federal securities laws and are capable of evaluating the merits and risks of prospective investments. This Website is not intended to provide any investment, financial, legal, regulatory, accounting, tax or similar advice, and nothing on this Website should be construed as a recommendation by Procaccianti or any third party, to acquire or dispose of any investment or security, or to engage in any investment strategy or transaction. You should consult with your own investment, legal, tax and/or similar professionals regarding your specific situation and any specific decisions.
The term (“Term”) of these Terms and Conditions shall be until either you or Procaccianti terminates your Website account, with or without cause at any time and effective immediately. Procaccianti may additionally, in its sole discretion, immediately terminate these Terms and Conditions if it believes that you have failed to comply with these Terms and Conditions. You agree that the Procaccianti Entities shall not be liable to you or any third party for termination of these Terms and Conditions. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with the any part of the Website in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Website; and (2) notify Procaccianti in writing of your termination of your agreement to these Terms and Conditions. Upon expiration of the Term or termination of these Terms and Conditions, your license rights to the Website immediately cease.
You agree with Procaccianti that any dispute arising in connection with these Terms and Conditions or the performance of any party under these Terms and Conditions or otherwise relating to these Terms and Conditions shall be referred to binding arbitration via the FINRA arbitration process. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or any of the Procaccianti Entities shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.
13. EQUITABLE RELIEF.
You acknowledge that any use or threatened use of the Website or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to Procaccianti and/or the other Procaccianti Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that Procaccianti and the other Procaccianti Entities shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that Procaccianti and the Procaccianti Entities shall be entitled to such injunctive relief without posting a bond or other security; provided, however, that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1000 shall be sufficient. Nothing contained herein shall limit the right of Procaccianti or any other Procaccianti Entities to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.
YOU WILL NOT ASSIGN, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THE WEB SITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF PROCACCIANTI. PROCACCIANTI SHALL HAVE THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.
15. COPYRIGHT AND TRADE NAMES; INTELLECTUAL PROPERTY.
ALL OF THE INFORMATION ON THE WEBSITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF PROCACCIANTI HOTEL REIT, INC. EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEB SITE IS THE EXCLUSIVE PROPERTY OF PROCACCIANTI HOTEL REIT, INC. AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN ARE MODIFIED OR ALTERED IN ANY WAY. The Website features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, Procaccianti Hotel REIT, Inc. or other Procaccianti Entities. The Website may also include trademarks or service marks of third parties. All of these trademarks are the property of their owners and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. You also agree not to use, copy, modify or display any of these marks in any manner likely to cause confusion or in any manner that disparages or discredits any Procaccianti Entities. As used in these Terms and Conditions, “Intellectual Property” means all industrial and intellectual property rights and all rights associated therewith, throughout the world, including (1) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof, (2) all inventions (whether patentable or not) and all rights in invention disclosures, (3) improvements, trade secrets, proprietary information, know how, technology, technical data, proprietary processes and formulae, algorithms, specifications, customer lists and supplier lists, (4) all designs and any registrations and applications therefor, all trade names, logos, trade dress, trademarks and service marks, trademark and service mark registrations, trademark and service mark applications, and any and all goodwill associated with and symbolized by the foregoing items, (5) Internet domain name registrations, (6) all copyrights, copyright registrations and applications therefor (including copyrights in software, and all other rights corresponding thereto), (7) all rights in databases and data collections, (8) all moral rights of authors and inventors, however denominated, and (9) any similar or equivalent rights to any of the foregoing.
Any notice required or allowed under these Terms and Conditions shall be deemed properly given and effective upon (a) (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is by telex, telegram or facsimile; (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address; or (b) if you have provided an email address, to you immediately upon transmittal of an email to such email address.
THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND PROCACCIANTI AND THE OTHER PROCACCIANTI ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF RHODE ISLAND WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 13 (Arbitration), you and Procaccianti agree to submit to the non-exclusive jurisdiction of the courts located within the state of Rhode Island, provided that any lawsuits or other claims brought by you must be brought exclusively within the state of Rhode Island. You hereby consent and submit to the exclusive in personam jurisdiction of such courts, waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The failure of Procaccianti to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. Procaccianti shall not be liable for delays or failure to make the Website (including without limitation the Content) available if due to any cause or conditions beyond Procaccianti’s reasonable control, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, earthquake, strikes, wars, failure of the Internet backbone or shortage of power. Procaccianti agrees to make the Website available pursuant to these Terms and Conditions as an independent contractor, and in no event shall the employees and/or agents of Procaccianti or any of the other Procaccianti Entities be deemed your employees and/or agents. Each party acknowledges that it is not entering into these Terms and Conditions on the basis of any representation not expressly contained in the Terms and Conditions. These Terms and Conditions constitute the entire agreement between you and Procaccianti (and the other Procaccianti Entities) concerning this subject matter, and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.