DISCLAIMER:
THE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR
PURPOSE. IN NO EVENT SHALL TCC OR ITS SUPPLIERS BE LIABLE FOR ANY
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE
USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF TCC HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT
THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TCC and
its suppliers further do not warrant the accuracy or completeness of
the information, text, graphics, links or other items contained within
these materials. TCC may make changes to these materials, or to the
products described therein, at any time without notice. TCC makes no
commitment to update the Materials.
USER SITE ACCESS AGREEMENT
THIS SITE ACCESS AGREEMENT (this “Agreement”) sets out terms and
conditions under which you (“User”) may obtain access to the Trammell
Crow Company website (the “Site”).
INTRODUCTION
Trammell Crow Company Services, Inc. a Delaware corporation having its
principal offices at address 2001 Ross Avenue, Suite 3400, Dallas,
Texas 75201, and its affiliates (“Trammell Crow”), owns and operates
the Site, a proprietary site through which various information services
(“Services”) may be offered.
As a condition of User's access to the Site, and in consideration
of the mutual covenants and agreements set out below, Trammell Crow and
User hereby agree as follows:
1. License. (a) Trammell Crow grants to User a limited,
non-transferable, non-exclusive revocable license to access and use the
Services generally provided through the Site for internal business use,
upon the terms and subject to the conditions set out in this
Agreement.
(b) Access to certain portions of the Site is further restricted
(including access restrictions based on User’s role or job
description). User hereby agrees not to exceed its permitted access and
shall not misrepresent itself in order to gain access to any restricted
portion of the Site.
2. SERVICES.
(a) Departments. Included in the Services is the ability to access
various pages (“Departments”), whereby User may look at, link to, or
otherwise access and/or obtain forms, documents or other information
(“Department Information”).
(i) Subject to the terms and conditions contained herein as well
as any additional or different terms posted with a particular piece of
Department Information, User may view and print a reasonable number of
copies of Department Information for personal reference and internal
business use only.
(ii) Department Information is provided “AS IS” and solely for
User’s reference. TRAMMELL CROW makes no warranty regarding Department
Information including, without limitation, any warranties as to its
accuracy, legal validity, or usefulness. User hereby releases AVPMS
from any liability incurred from the use of or reliance upon Department
Information.
(b) User consents to the collection of information regarding all
actions taken and all messages sent by User while using the Services.
3. AUTHORIZED USER
(a) User hereby represents that he or she is a duly authorized agent of
the legal business entity that User indicates is his or her employer
(“Company”). User hereby represents User has full authority and ability
to bind the Company.
(b) Company and User shall, at all times, be responsible for access to and use of the Site by User.
4. Certain Operating Procedures.
(a) Access. User represents and warrants that User's use of the
Site will conform to all laws, regulations, statutes, and ordinances.
(b) Transaction Information. User assumes sole responsibility and
liability for the accuracy and adequacy of information entered by User
on the Site. User will notify promptly Trammell Crow if User determines
that the Site includes inaccurate, incomplete or incorrect information
relating to User; and, if applicable and within its control, User shall
immediately withdraw and correct such information. Trammell Crow is not
responsible for any damages caused by or related to inaccurate,
incomplete, or incorrect information.
5. Proprietary Rights.
(a) All information and materials supplied by Trammell Crow in
connection with this Agreement, including the Site, together with all
modifications to such information and materials, and all copyrights,
trademarks, patents, trade secret rights and other intellectual and
proprietary rights, titles and interests relating to such information
and materials, shall at all times be and remain the property of
Trammell Crow, its successors and assigns, the use of the same by User
being permissive only.
6. Usage Rights; RESTRICTIONS on Use.
(a) General Use of Site. Except as otherwise indicated on this
Site, User may view, download and print the documents and information
available on this Site subject to the following conditions:
(i) The documents and information may be used solely for personal, informational, internal, non-commercial purposes.
(ii) User may not modify, copy, distribute, transmit, display,
perform, reproduce, publish, license, create derivative works from,
transfer, or sell any information, software, products or services
obtained from or through the Site.
(iii) User may not remove any copyright or other proprietary notices contained in the documents and information.
(iv) Trammell Crow reserves the right to revoke the authorization
to view, download and print the documents and information available on
this Site at any time, and any such use shall be discontinued
immediately upon written notice from Trammell Crow.
(v) User may not use the Site in any manner that could damage,
disable, overburden, or impair the Site or interfere with any other
party's use and enjoyment of the Site.
(vi) User may not obtain or attempt to obtain any materials or
information through any means not intentionally made available or
provided for or through the Site.
(vii) User warrants to Trammell Crow that User will not use the
Site for any purpose that is unlawful or prohibited by this Agreement.
(b) The rights specified herein to view, download and print the
documents and information available on this Site are not applicable to
the design or layout of this Site. Elements of this Site are protected
by copyright, trademark and other laws and may not be copied or
imitated in whole or in part.
(c) User is prohibited from posting or transmitting to or from
this Site any unlawful, threatening, libelous, defamatory, obscene,
pornographic, or other materials that would violate any civil or
criminal law or the rights of others, including without limitation,
laws against copyright infringement. Violation of these restrictions
may result in the elimination of User’s access to this Site in the sole
discretion of Trammell Crow.
(d) The Site may contain links to other sites ("Third Party
Sites"). Trammell Crow does not control Third Party Sites and is not
responsible for the contents of any Third Party Site, including without
limitation any link found in a Third Party Site, or any changes or
updates to a Third Party Site. Trammell Crow is not responsible for
webcasting or any other form of transmission received from any Third
Party Site. Trammell Crow is providing these links to User only as a
convenience, and the inclusion of any link does not imply endorsement
by Trammell Crow of such Third Party Site. User is responsible for
viewing and abiding by the privacy statements and terms of use posted
at the Third Party Sites.
7. Confidentiality and Related Obligations.
(a) Certain User Obligations. Information of Trammell Crow that is
designated confidential or proprietary and made accessible to User
through User's use of the Site ("Designated Trammell Crow Information")
is intended for User's sole use and not for redistribution in any form.
Without the written consent of Trammell Crow, User will not copy,
reproduce or distribute any Designated Trammell Crow Information. These
obligations
(i) apply only to Designated Trammell Crow Information,
(ii) do not apply to any information obtained from third parties
such as, without limitation, Discussion Group participants. User shall
not use the Site or the information included thereon, directly or
indirectly, to engage in any unlawful transaction.
8. Information Disclaimer; Limitation of Liability.
(a) Disclaimer. EXCEPT AS SPECIFICALLY CONTAINED IN THIS
AGREEMENT, THE SITE, SERVICES AND USER’S ACCESS TO AND USE OF SAME IS
PROVIDED TO USER “AS-IS” AND WITHOUT ANY OTHER REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE
IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, SUCH AS ANY
WARRANTY OF ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT.
User accepts the risk that the operating system and software included
in the Site, as well as all information of User that is included on the
Site, from time to time may contain inaccuracies and may be adversely
affected by computer viruses, unknown programming difficulties
resulting in incorrect information or system malfunctions or
shut-downs. However, Trammell Crow will use reasonable commercial
efforts to correct any inaccuracies expressly made known to it and to
correct and/or remove (as appropriate) any computer viruses and other
system malfunctions and shut-downs that are within its control. In
addition, Trammell Crow shall not be liable for any liability, loss,
damage, cost or expense caused from error, omission, interruption,
deletion, defect, delay in operation or transmission, loss of data,
communication or line failure, theft or destruction, unauthorized
access to, alteration of or use of the Site, or the actions of any
other party involving the use of the Site.
(b) Liability Limitation. In no event shall TRAMMELL CROW or its
officers, directors, owners, employees, agents or affiliates be liable
directly or indirectly to User or any party claiming through it for any
DIRECT, special, indirect, incidental or consequential damages,
including without limitation, loss of profits, arising out of this
Agreement, or the use of the Site, and regardless of the nature or
cause of such damages.
(c) Not an Offer. This Agreement regarding the Site is not an offer of any financial or other products, goods or services.
9. NOTIFICATION OF COPYRIGHT INFRINGEMENT
(a) In appropriate circumstances but in the sole discretion of
Trammell Crow, Trammell Crow will restrict or terminate access to the
Site of users who infringe the intellectual property rights of others.
If User believes that Trammell Crow or some third party has used or
copied any Site content in a manner constituting copyright infringement
and such infringement is occurring on this Site, please provide
Trammell Crow’s Copyright Agent a notice containing the following
elements, and any other elements required by the Digital Millennium
Copyright Act or other law: a physical or electronic signature of the
person authorized to act on behalf of the owner of the copyright
interest that is alleged to have been infringed; a description of the
copyrighted work or works that you claim have been infringed and
identification of what material in such work(s) is claimed to be
infringing and which you request to be removed or access to which is to
be disabled; a description of where the material User claims is
infringing is located on the AVPMS site; information sufficient to
permit Trammell Crow to contact you, such as your physical address,
telephone number, and email address; a statement by User that User has
a good faith belief that the use of the material identified in the
notice in the manner complained of is not authorized by the copyright
owner, its agent, or the law; a statement by you that the information
in the notice is accurate and, under penalty of perjury, that you are
the copyright owner or authorized to act on the copyright owner's
behalf.
(b) Trammell Crow’s Copyright Agent for Notice of claims of
copyright infringement can be reached as follows: Trammell Crow
Company, Copyright Agent 2001 Ross Avenue, Suite 3400 Dallas, Texas
75201
(c) USER SHOULD ONLY CONTACT THE COPYRIGHT AGENT IF USER BELIEVES
THAT SITE CONTENT OR A PORTION THEREOF INFRINGES A VALID COPYRIGHT. THE
COPYRIGHT AGENT WILL NOT RESPOND TO ANY OTHER INQUIRIES.
10. Other
(a) Termination. At its sole election at any time, Trammell Crow
may temporarily or permanently suspend the rights of User to access the
Site or any part thereof. Trammell Crow may discontinue providing the
Site, the Services, or any portion thereof.
(b) Waiver. No waiver by either party of any default or breach of
any obligation under this Agreement of the other party hereto shall
operate as a waiver of any continuing or future default or breach.
(c) Notices. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed, certified or registered mail with
postage prepaid, or sent by fax or email, as follows (or at such other
address, fax number or email address for a party as shall be specified
by like notice):
if to Trammell Crow Company at: 2001 Ross Avenue, Suite 3400, Dallas,
Texas 75201 Attn: Corporate Marketing, Fax No: (214) 863-3138,
E-mail:solutionsdesk@trammellcrow.com
if to User, at the address, fax number or email address specified in
User's registration information submitted by User through the Site.
(d) Governing Law and Dispute Resolution. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Texas, without regard to the laws that might otherwise govern under
principles of conflicts of laws applicable thereto. Exclusive venue for
any disputes arising hereunder shall be in Dallas County, Texas. Any
claim, dispute or controversy arising out of or relating to this
Agreement, or the alleged breach or termination thereof, and all tort
claims based in whole or in part on conduct required or contemplated by
this Agreement, will be settled by arbitration by a single neutral
arbitrator (which arbitrator shall have no prior relationship with
either party) conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. Arbitration for disputes
will be held in Dallas, Texas. The parties will provide each other with
production of all requested documents and records reasonably related to
the dispute in a manner that will minimize the expense and
inconvenience of both parties. Discovery will not include depositions
or interrogatories except as the arbitrator expressly allows on a
showing of need. Costs and fees of the arbitrator will be borne by the
non-prevailing party, as determined by the arbitrator. The arbitrator
shall have no authority to award exemplary, punitive, special,
incidental or indirect damages. The arbitrator will decide the scope of
this Agreement to arbitrate, it being the intent of the parties that
this Agreement to arbitrate be broadly construed. The award of the
arbitrator, which may include equitable relief, will be final, and
judgment may be entered upon it in accordance with applicable law in
any court having jurisdiction thereof. Any demand for arbitration shall
be made in writing.
(e) Severability and Non-Waiver. If any term, provision, covenant
or restriction of this Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void, unenforceable or
against its regulatory policy, the remainder of this Agreement shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated. The failure of Trammell Crow to enforce the
User’s strict performance of any provision of this Agreement will not
constitute a waiver of its right to subsequently enforce such provision
or any other provision of this Agreement.
(f) By using this Site, you signify your acceptance of this Agreement.
If you do not agree to this User Site Access Agreement, please do not
use our Site. We reserve the right, at our discretion, to change,
modify, add, or remove portions from this User Site Access Agreement at
any time so visitors are encouraged to review this User Site Access
Agreement from time to time. Your continued use of our Site following
the posting of changes to these terms means you accept these changes.