TERMS OF USE

Effective Date: 4/23/2024

Introduction

These Terms and Conditions of Use (the “Terms”) apply to the website owned, operated, and maintained by or on behalf of MSL Community Management, LLC, and its affiliates, including MBK Senior Living, LLC (collectively, “MBK” or “we” or “us”) and the products, content, services data, software, and tools accessed or made available through MBK’s website (the “Site). In the event of a conflict between these Terms and any signed contract between you and MBK, or its affiliates, the signed contract shall control to the extent of such conflict.

THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THESE TERMS OF USE CAREFULLY.

THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS (SEE THE SECTION ENTITLED “DISPUTE RESOLUTION – ARBITRATION AND CLASS ACTION WAIVER" BELOW). 

1.1 Agreement to Terms

Please read the Terms carefully before you start to use the Site. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE, OUR PRIVACY POLICY AND ANY POLICIES OR ADDITIONAL TERMS REFERENCED HEREIN. IF YOU DO NOT AGREE WITH ANY OF THESE, YOU SHOULD NOT USE OUR SITE.

1.2 Scope of Terms

These Terms do NOT govern any agreement with you for MBK’s consumer or client services, which is subject to a separate agreement.

1.3 Modification of Terms

MBK reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. YOUR CONTINUED USE OF THE SITE FOLLOWING POSTING OF ANY CHANGES OR MODIFICATIONS CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS AND IF YOU DO NOT AGREE WITH THESE CHANGES OR MODIFICATIONS, YOU MUST IMMEDIATELY CEASE USING THE SITE. If you comply with these Terms, MBK grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

2. Use of the Site

2.1 Eligibility

The Site may be accessed and used only by individuals who can form legally binding contracts under applicable laws, who are 18 years of age or older, and who are not barred from using the Site under applicable laws. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

2.2 Access

MBK reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

2.3 Restrictions

The Site is not designed or intended to collect information from children under the age of 16. MBK does not knowingly collect or maintain any information from children under the age of 16. The Site is not designed with the purpose of attracting any person under age 16. To respect the privacy of children and to comply with the Children's Online Privacy Protection Act, if you are under the age of 16, you should only use the Site with the involvement of a parent or guardian.

The Site is not directed at any person in any jurisdiction where (by reason of nationality, residence or otherwise) the access to or availability of the Site is prohibited or which would be subject to any restriction, including registration or other requirements within such jurisdiction. MBK reserves the right to limit access to the Site to any such persons. Persons who access the Site do so on their own initiative and are responsible for compliance with applicable law. If in doubt, you should seek independent legal advice.=

2.4 No Reliance

MBK’s Site provides no information which can be used for investment and/or transactional decisions. The Content is provided for information only and is of a general and approximate nature and it is not intended to amount to, nor is, information or advice on which you should rely. In particular, the Content does not constitute professional, financial or investment advice. Professional or specialist advice should be obtained before taking, or refraining from, any action based on the Content. MBK is not acting, nor is it seeking to act, as a broker or dealer in respect of any securities of any companies or the information concerning such companies.

3. User Conduct

3.1 Prohibited Uses of the Site

Your use of the Site is subject to restrictions intended to protect the rights of MBK and others. You may not use the Site or any Site Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of MBK or others. You also agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site. The following actions are prohibited by MBK unless specifically authorized in writing.

• Using any deep-linking, data scraping, robot, web crawler or “spider”, or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Site Content.
• In any way reproducing or circumventing the presentation of the Site or any Site Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.
• Attempting to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any MBK server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.
• Probing, scanning, or testing the vulnerability of the Site or any network connected to the Site, or breaching the security or authentication measures on the Site or any network connected to the Site.
• Forging headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal you send to MBK on or through the Site or any service offered on or through the Site.
• Engaging in activities that are or are reasonably likely to cause unreasonable or disproportionately large impact to the Site infrastructure or MBK’s systems or networks, or any systems or networks connected to the Site.

MBK reserves the right to bar and/or prevent any prohibited use of the Site.

3.2 Your Submissions to the Site

Any content, information, or materials you submit, post, or upload to the Site ("User Submissions") are subject to the following terms:

Ownership. Unless otherwise explicitly stated, you retain all your ownership rights in your User Submissions. However, by submitting the User Submissions to the Site, you hereby grant MBK a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and MBK’s business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels.

User Responsibility. You are solely responsible for your own User Submissions and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to your User Submissions as described herein.

Prohibited Content. You agree not to submit any content that is unlawful, defamatory, libelous, obscene, or that infringes on the intellectual property rights of any third party.

Security. While MBK employs reasonable security measures to protect your User Submissions, we cannot guarantee absolute security. You submit User Submissions at your own risk.

4. Intellectual Property

4.1 Copyright in Site Content

All content including text, graphics, images, music, software, and other materials contained on the Site are the copyrighted works of MBK, its licensors, or authorized third parties protected by U.S. and international copyright laws. Users are granted a limited license to access and use the Site content for personal and non-commercial purposes only. Users may not reproduce, distribute, modify, republish, download, or use Site content for any other purpose without the express prior written permission of MBK. The selection, arrangement, taxonomy, and look and feel of Site content is the exclusive intellectual property of MBK and is protected by copyright and other laws.

4.2 Trademarks

The trademarks, logos, service marks, trade names, and trade dress (collectively, “Trademarks”) displayed on the Site are either registered or unregistered Trademarks of MBK, its affiliates, or third parties who have authorized their use. You may not use any Trademarks displayed on the Site without the express written permission of MBK or the applicable third-party owner. Unauthorized use of Trademarks appearing on the Site would violate U.S. and/or international trademark laws and could result in legal action.

4.3 Software Ownership

All software used to create or provided on the Site, including but not limited to code, images, audio, text, layouts, arrangements, displays, illustrations, artwork, graphics, html designs, cascading style sheets, and audio-visual files, is the property of MBK, its software suppliers, or licensed third parties protected by copyright and other intellectual property rights laws. Users may not circumvent any digital rights management or other protective features of Site software.

4.4 Prohibited Uses

For purposes of these Terms, “Site Content” includes any materials, content, or information contained or displayed on the Site, including text, graphics, logos, button icons, images, audio clips, information, data, feedback, software, and other intellectual property accessible through the Site. Users may not use, reproduce, distribute, modify, or otherwise exploit any Site Content without the express written permission of MBK. Any unauthorized use of Site Content violates MBK’s intellectual property rights.

4.5 Feedback

We welcome any feedback, ideas, comments, recommendations, or other information you choose to provide related to the Site or Services. By submitting feedback, you grant Company a perpetual, worldwide, unlimited, royalty-free license to use, exploit, reproduce, incorporate, distribute, and sublicense any feedback for any purpose, without any obligation or compensation to you. However, you retain ownership of any intellectual property rights you may have in such feedback content.

5. Privacy and Security

As posted on the Site and updated from time to time. The Privacy Policy is incorporated into these Terms by this reference. You can review the current version of the Privacy Policy by clicking here[R&T2] .

We strive to protect your information, but no data transmission over the Internet can be guaranteed to be completely secure. By using this Site, you acknowledge and accept the inherent risks associated with online data transmission. While we take reasonable precautions, MBK cannot be held responsible for any interception, interruption, or other issues that may occur. You agree to waive any claims against MBK related to the security of your data while using this Site.

6. Third-Party Interactions

6.1 Links to Other Sites

This Site may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under MBK’s control, and MBK is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

6.2 Third-Party Products and Services

The Site may feature, promote, or reference products, services, or content from third parties (“Third-Party Content”). This Third-Party Content is not under the control of MBK, and MBK is not responsible for the quality, accuracy, reliability, or any other aspect of these Third-Party Content. The inclusion or promotion of Third-Party Content on the Site does not imply endorsement by MBK. You engage with Third-Party Content at your own risk and are solely responsible for any resulting transactions, interactions, or disputes.

7. Disclaimers

7.1 General Disclaimers

MBK DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. MBK CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. MBK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MBK DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY MBK SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST MBK FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

7.2 Limitation of Liability

Except where prohibited by law, in no event will MBK be liable to you for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if MBK has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms, MBK is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, MBK’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against MBK (but not including the purchase price for any MBK hardware or software products, or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

8. Violation of These Terms

MBK may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) MBK’s rights or property, or the rights or property of visitors to or users of the Site, including MBK’s customers. MBK always reserves the right to disclose any information that MBK deems necessary to comply with any applicable law, regulation, legal process, or governmental request. MBK also may disclose your information when MBK determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that MBK may preserve any transmittal or communication by you with MBK through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or MBK determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of MBK, its employees, users of or visitors to the Site, and the public.

You agree that MBK may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to MBK, for which monetary damages would be inadequate, and you consent to MBK obtaining any injunctive or equitable relief that MBK deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies MBK may have at law or in equity.

If MBK does take any legal action against you because of your violation of these Terms, MBK will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to MBK. You agree that MBK will not be liable to you or to any third party for termination of your access to the Site because of any violation of these Terms.

8.1 Termination

You agree that MBK may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

9. Indemnity

You agree to indemnify and hold MBK, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against MBK by any third party due to or arising out of or in connection with your use of the Site.

10 Dispute Resolution

10.1 Preliminary Dispute Resolution

For purposes of this Section, the term “Dispute” is to be given the broadest possible meaning that will be enforced and means any dispute, demand, claim, or controversy of any kind between you and MBK, whether based in contract, tort, statute, or otherwise, including but not limited to any claim for fraud, false advertising, misrepresentation, strict products liability, negligence, breach of contract, breach of express or implied warranties, or violations of consumer protection, privacy or data security laws, that arises out of or in any way relates to (1) these Terms; (2) our relationship (including any such relationship with affiliate third parties who did not sign this Agreement); (3) MBK products or services (excluding client services for which a we have entered into a separate agreement); and (4) advertising and other communications between you and MBK.

Most disputes can be resolved without resort to litigation or small claims court. For any Dispute, you and we agree that before taking any formal action to initiate litigation or a small claims suit we will contact the other in an attempt to resolve the Dispute. You will contact us at Privacy@MBK.com and provide a brief, written description of the Dispute and your contact information. We will contact you at your contact information on file. You and MBK agree to use reasonable efforts to settle any Dispute directly and good faith negotiations shall be a pre-condition to either party initiating a small claims suit or arbitration.

10.2 Governing Law and Jurisdiction

All matters relating to a Dispute, shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or Dispute shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of San Diego, although MBK retains the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

10.3 Injunctive Relief; Enforcement. 

Notwithstanding the provisions of Section 10.1(Informal Resolution) and 10.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

11 Miscellaneous

11.1 Void Where Prohibited

Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided, or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. MBK reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

11.2 Severability

If any of the provisions of these Terms are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect.

11.3 Entire Agreement

These Terms constitute the entire agreement between you and MBK regarding your use of the Site, and all other written or oral agreements or understandings previously existing between you and MBK with respect to such use are hereby superseded and cancelled.

11.4 Waiver; Course of Conduct; Third-Party Beneficiaries

MBK’s failure to insist on or enforce strict performance of these Terms shall not be construed as a waiver by MBK of any provision or any right it has to enforce these Terms, nor shall any course of conduct between MBK and you or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.

11.5 Exports Prohibited

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

11.6 Feedback and Information

If you have any questions, concerns or comments about the Website or this Terms of Use, please contact us at Privacy@mbk.com or you can write to us at 4 Park Plaza, Suite 1700, Irvine, CA, 92614.  For California residents, the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted by telephone at (800) 952-5210 or (916) 445-1254 or by writing the California Department of Consumer Affairs, Consumer Information Center at 1625 North Market Blvd., Suite N-112, Sacramento, California 95834.