Terms of Use - The Meridian Group

The www.tmgdc.com website (the “Site”) is provided by The Meridian Group (“Meridian”), a real estate investor, developer and owner of Washington, D.C. metro area real estate for over 20 years. Your use of the Site is subject to the terms set forth herein. By accessing, browsing and/or using the Site, you acknowledge you have read, understood and agree to be bound by the terms and conditions provided herein. If you do not agree to these terms, do not use the Site and exit immediately. Please note that it is your responsibility to be aware of, and to observe, all applicable laws and regulations of any relevant jurisdiction.

Meridian reserves the right to make changes at any time and for any reason, without notice or obligation, to the Site and these Terms of Use. Any modifications to these Terms of Use will be effective upon posting. Your continued use of the Site following the posting of any revised Terms of Use will constitute acceptance of the modified Terms of Use. We strongly recommend that you periodically visit this page of the Site to review these Terms of Use.

Ownership of Content, Copyrights and Trademarks

All content on the Site, including, but not limited to, all photos, images, videos, text, data and data compilations, graphics, works of authorship, designs, logos and button icons (collectively, “Site Content”); any improvements or modifications to such Site Content; any derivative works based on any of the foregoing; and the collection, arrangement and assembly of all such Site Content, are the property of Meridian and/or its licensors and are protected by United States and international copyright and other intellectual property laws. For purposes hereof, Site Content includes Meridian funds investor information accessed through the IntraLinks Site, as defined below.

The mark “The Meridian Group,” and other marks that may be displayed on the Site are the proprietary service marks or trademarks of Meridian or other third parties. Meridian’s marks may not be used in connection with any product or service that is not Meridian’s, in any manner that is likely to cause confusion among consumers, or to disparage or discredit Meridian. All trademarks and service marks not owned by Meridian that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Meridian. You may not use, copy, modify or display any of the trademarks, service marks, trade names, company names or logos appearing on the Site without the express written permission of the respective owner thereof.

Nothing in these Terms of Use shall be deemed to grant to you or any other user any license or right in or to any copyright, trademark, trade secret, trade name, company name or other proprietary right of Meridian or any other individual or entity. Any unauthorized use of the foregoing materials may subject you to penalties or damages, including, without limitation, those related to the violation of trademarks, service marks, copyrights, and privacy and publicity rights. Meridian will aggressively enforce its intellectual property rights to the fullest extent of the law.

Access to Investor Information

Certain investor information may be accessed through the Site. To access such information you must be an investor in a Meridian fund and notify Meridian that you want online access to account information. Meridian uses a third party service provider, Intralinks, Inc. (“IntraLinks”), to host and manage such access, and such information resides at an IntraLinks website (the “IntraLinks Site”). Your use of and access to the IntraLinks Site is subject to the IntraLinks End User Agreement, Privacy Policy and other terms found at the IntraLinks Site. IntraLinks will provide you with a Login ID and temporary password (which you will then be able to change). You are responsible for maintaining the confidentiality of your Login ID and password, and for all activities that occur under your account, and you agree to hold Meridian harmless for any costs incurred in connection therewith. If you discover or suspect any unauthorized use of your Login ID or password or any other breach of security of your accounts with Meridian, you agree to immediately notify Meridian at info@tmgdc.com or IntraLinks using the contact information found on the IntraLinks Site. Meridian is not responsible for any loss or damage arising from your failure to protect or to keep confidential your Login ID or password.

Permitted Use and Restrictions

The Site includes various types of Site Content. You may download, view, copy and print information, materials and any other aspect of the Site Content solely for your personal, non-commercial use, provided that (i) neither the materials, nor any proprietary notices or disclaimers therein, are modified or altered and (ii) you do not store any significant portion of, or distribute copies of, Site Content in any form (including by electronic means), except that Site Content accessed through the IntraLinks Site may be distributed to your accountants, lawyers or investment advisors. You agree you will not, in any way, modify, move, add to, delete, manipulate or otherwise tamper with the Site Content, nor will you decompile, reverse engineer, disassemble or unlawfully use the Site Content or portions thereof, nor will you assist any person or entity in any way in these activities.

You agree you will not interfere, in any way, with others’ use of or access to the Site and will not attempt to gain unauthorized access to the computer system of Meridian or the IntraLinks Site or information of any other Site user, including any use or attempted use by you of another Site user’s password and account information. In addition, you agree that you will not provide to Meridian any false information, or otherwise take any other action in connection with your use of the Site which violates any law or regulation.

You agree that you will not use any robot, spider or other automatic device, manual process or application or data mining or extraction tool to access, monitor, copy or use the Site, or any portion thereof. You agree not to take any other action that poses a risk to the continued operation of the Site.

Except as expressly provided herein, you may not use, download, upload, reproduce, copy, duplicate, print, display, perform, republish, sell, license, post, transmit, disseminate, redeliver using “framing technology,” otherwise distribute, or commercially exploit in any way the Site or any portion thereof or any information or content on the Site, without the prior written permission of Meridian or its licensors.

Unauthorized Use of the Site

You agree not to access or attempt to access any password-protected portions of the Site (including the Site Content accessed through the IntraLinks Site) without an authorized Login ID or password. Meridian reserves the right to investigate and, where applicable, take legal action against any illegal and/or unauthorized use of the Site, including, but not limited to, any use or attempted use by you of another Site user’s password and account information. Our decision not to pursue legal action for any violation of these Terms of Use shall not be construed as a waiver of any provision of these Terms of Use or any legal rights of Meridian.

Further, Meridian reserves the right to deny access to the Site, or any service or feature provided via the Site (including the Site Content accessed through the IntraLinks Site), to anyone who violates these Terms of Use or any other applicable terms and conditions of use of the Site or portions thereof or who, in our judgment, interferes with the ability of others to fully utilize the Site, or otherwise infringes on the rights of others.

Links to Third Party Sites

In addition to the link to the IntraLink Site (or login page to the IntraLink Site), the Site may include links to other third party websites. If you use any such links, you will leave the Site. If you decide to visit any linked site, you do so at your own risk. Meridian makes no warranty or representation regarding, does not endorse, and does not accept any responsibility for, the content of any sites linked to or from the Site, or any of the content appearing thereon, or any products, services or other materials described or provided thereon, or any other link contained thereon, including with respect to the IntraLinks Site (other than Site Content accessed through the IntraLinks Site). Meridian does not control any of these third party websites, including the IntraLinks Site. The existence of links from the Site to these sites should not be construed as an endorsement of any of the content, products or services appearing on such sites or as implying an association between Meridian and the operators of these sites, other than the contractual agreement between Meridian and IntraLinks. By using these third party websites you may be agreeing to their terms or visitor agreements. You hereby release Meridian and its affiliates from any damages that you may incur through, and agree not to assert any claims against Meridian or any of its affiliates arising from, your use of third party sites or from your purchase or use of any third party provided product or service.

Privacy

The terms of Meridian’s Privacy Policy are hereby incorporated as part of these Terms of Use.

Disclaimer of Warranties and Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, OR ANY INFORMATION, SITE CONTENT, SERVICES AND/OR MATERIALS CONTAINED IN, ACCESSED VIA, OR DESCRIBED ON THE SITE, IS AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION, CONTENT, SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MERIDIAN DOES NOT MAKE ANY, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND USE OF THE SITE, OR ANY INFORMATION, SITE CONTENT, SERVICES OR MATERIALS CONTAINED ON, OR ACCESSED VIA, THE SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MERIDIAN DOES NOT REPRESENT OR WARRANT THAT (I) ANY OF THE INFORMATION ACCESSIBLE VIA THE SITE IS ACCURATE, COMPLETE OR CURRENT (AND MERIDIAN IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM YOUR RELIANCE ON ANY ASPECT OF THE SITE), (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE OR (III) ANY ERRORS IN THE SITE WILL BE CORRECTED. FURTHER, MERIDIAN DOES NOT MAKE ANY WARRANTIES REGARDING THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE OF THE SITE, THE INTERNET, COMPUTER HARDWARE OR SOFTWARE, OR ANY INTERNET ACCESS PROVIDER, TO SEND OR RECEIVE ANY ELECTRONIC TRANSMISSION. MOREOVER, WHILE WE MAKE REASONABLE EFFORTS TO ENSURE THE SECURITY OF OUR SYSTEMS, MERIDIAN MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.

IN NO EVENT SHALL MERIDIAN OR ITS AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF MERIDIAN OR ITS AFFIALITES (COLLECTIVELY, THE “MERIDIAN PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE OR IMPROPER USE OF THE SITE, OR ANY INFORMATION, SITE CONTENT, SERVICES OR MATERIALS AVAILABLE THEREON (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

CERTAIN STATE LAWS DO NOT PERMIT LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, AND THUS SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold harmless the Meridian Parties from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs) incurred by any of the Meridian Parties arising directly or indirectly from or in connection with (i) your use of the Site, or any information, content, services or materials contained, displayed or available therein, (ii) your violation of these Terms of Use and/or (iii) your violation of any rights of any third party.

Modification or Discontinuance of the Site by the Company

At any time, without notice to you, and for any or no reason, Meridian may modify or discontinue all or a portion of the Site or any other services provided therein. Meridian shall in no way be held liable for any consequence which results from Meridian’s decision to modify or discontinue providing all or a portion of the Site or any other services provided therein.

Governing Law

By visiting the Site, you agree that the laws of the State of Maryland, without giving effect to any principles of conflicts of laws, will govern these Terms of Use and any dispute of any sort that may arise between you and Meridian or any of its affiliates. You hereby consent to the jurisdiction of the federal and state courts of the State of Maryland for the purpose of resolving any dispute arising out of these Terms of Use or your visit to the Site. Meridian or any of its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Maryland, and you hereby consent to exclusive jurisdiction and venue in such court.

Miscellaneous

You may not assign or otherwise transfer these Terms of Use or any rights or obligations hereunder. Meridian’s failure to act on any breach of any provision hereof shall not be construed as a waiver of the enforcement of any provision unless Meridian agrees to such waiver in writing.

If any portion of these Terms of Use is deemed unlawful, void or unenforceable, that portion will be deemed severable and will not affect the validity or enforceability of the remaining provisions of these Terms of Use. These Terms of Use, and other terms and conditions within the Site, set forth the entire understanding between you and Meridian with respect to the use of the Site and supersede any prior or contemporaneous communications, representations, or agreements, whether oral or written, between you and Meridian with respect to such subject matter.

Disclaimer

The materials contained on the Site, including any information regarding Meridian’s current and historical portfolio investments, are provided for informational purposes only and should not be considered investment advice, or as any offer to sell or solicitation of an offer to buy any securities, services or products. In any event, past performance is not necessarily indicative, or a guarantee, of future results and there can be no assurance that any investment will achieve comparable results to previous portfolio investments or that investors will not lose any of their invested capital.

Any forward-looking information presented on the Site is based on certain estimations and assumptions made by Meridian, including estimations and assumptions about events that have not yet occurred. Such estimations and assumptions may require modification as additional information becomes available. Any such modification could be either favorable or adverse. Accordingly, actual outcomes may differ, perhaps materially, from any forward-looking information presented on the Site. Neither Meridian nor any of its affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of any information contained on the Site, and nothing on the Site should be relied upon as a guarantee, promise, forecast or representation as to the future.

Contact

If you have any questions relating to these Terms of Use, the Site or Meridian, please contact: info@tmgdc.com.

Notice and Procedure for Making Claims of Intellectual Property Infringement

Meridian respects the intellectual property rights of others. If you believe that any content on the Site may infringe your copyrights or other intellectual property rights, please provide Meridian the written information specified below. Please note that this procedure is exclusively for notifying Meridian that your intellectual property rights have been infringed.

An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
A description of the intellectual property right that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and e-mail address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on the intellectual property owner’s behalf.

Meridian’s agent for notice of claims of copyright infringement or other intellectual property infringement on the Site can be reached as follows:

Intellectual Property Agent

The Meridian Group
3 Bethesda Metro Center
Suite 1400
Bethesda, MD 20814
Phone: (301) 718-0800
E-mail: info@tmgdc.com

Effective Date of these Terms of Use: September 30, 2015