License and Access to the Site
Subject to the restrictions and conditions set forth in these Terms, Macerich grants you a limited, revocable, non-transferable, non-exclusive license to access and use, view, download, and print any materials available on the Site for informational, non-commercial purposes. This license shall not include any right to resell or make any commercial use of the Site or any information, content and/or materials available on, within, via or in connection with the Site (collectively, “Content”); to any derivative use of the Site or its contents; or to use data mining, robots, or similar data gathering and extraction tools or techniques on the Site. Registration on the Site is totally voluntary, but some Site functions may not be accessible or work properly without registration.
Macerich accepts no liability for the accuracy or completeness or use of, and no liability to update, the Content contained on the Site. We make no guarantees regarding the availability of the Site. Additionally, we reserve the right, within our sole discretion, to discontinue the Site, or to restrict anyone’s access to the Site for any reason. You agree that we will not be liable to you or any third party for any such discontinuance or modification of the Site. Any rights not expressly granted by these Terms are reserved by us.
Warranties and Consents
You hereby warrant that all information, whether personal or otherwise, submitted by you via the Site is correct and current. You further warrant that you have the legal right and ability to agree to and be bound by these Terms herein as well as to disseminate any material you upload to the Site. You additionally consent to the use of electronic signatures whenever necessary and acknowledge that such electronic signatures are legally binding and enforceable.
Sweepstakes, Contests, and Promotions
Any sweepstakes, contests or other promotions, including rewards programs and text messaging programs (collectively, “Promotions”) that may be offered via the Site or otherwise will be governed by a separate set of rules or terms and conditions that, in addition to describing such Promotion, may have eligibility requirements, restrictions, terms and conditions governing the Promotion, use of submissions you make, and disclosures about how your personal information may be used. It is your responsibility to read such rules or terms and conditions to determine whether or not you are eligible and want to participate, register and/or enter, according to each Promotion’s rules or terms and conditions. By participating in any Promotion, you will become subject to those official rules or terms and conditions, and you agree to comply with and abide by such rules or terms and conditions, and the decisions of the sponsor(s) identified therein, if applicable, which shall be final and binding in all respects.
Intellectual Property Ownership
Any and all rights associated with the Site, including, without limitation, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (“Intellectual Property”) are the sole property of Macerich or its licensors. Except as otherwise expressly authorized by these Terms, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of the Site in any way without Macerich’s express written consent. Except as provided herein, Macerich does not grant to you any express or implied rights to our or any third party’s Intellectual Property.
You hereby grant to Macerich a perpetual, irrevocable, worldwide, non-exclusive, fully paid, royalty-free, fully transferable and sub-licensable license to use any and all information, feedback, suggestions, ideas, content and materials submitted, uploaded or posted by you via or in connection with the Site and to exploit such information, feedback, suggestions, ideas, content and materials in any way, whether for profit or not, in any medium now known or hereafter discovered throughout the universe, without permission or notice.
You represent and warrant that you have the legal right and ability to grant the foregoing license to Macerich.
Any such submissions, uploads or postings on the Site are not made in confidence, and no fiduciary relationship is created between Macerich and you. You acknowledge and agree that you have no expectation of review, compensation or consideration from any and all exploitations by Macerich of your posted, uploaded or submitted information, feedback, suggestions, ideas, content or materials. To the extent that any moral rights or ancillary rights are involved, you agree not to enforce any such rights against Macerich.
Restrictions on Your Use
All Content is the property of Macerich and/or its licensors, affiliates or other third parties and is protected by copyright and trademark laws. This Agreement does not grant you any license to modify or alter any Content. You shall keep intact all proprietary notices, including copyright notices, contained on any downloadable Content. You shall be solely liable for any damages resulting from any infringement of any copyright, trademark or other proprietary right, and for any and all harm resulting from your use of the Site.
You may not submit, post or upload via or in connection with the Site any commercial content, illegal material, malicious or harmful content, third-party personal information, or anything else that is inappropriate. You acknowledge that Macerich is free to deem any user content on the Site as objectionable or inappropriate in its’ sole determination and without any notice or explanation.
Without our prior written consent, you may not: use any automated means to access this Site or collect any Content from the Site (including, without limitation, robots, spiders, scripts or other automatic devices or programs); frame the Site, utilize framing techniques to enclose any Content or other proprietary information, place pop-up windows over this Site’s pages, or otherwise affect the display of this Site’s pages; engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining Content or other information; use any meta tags or any other “hidden text” utilizing Macerich’s name, trademarks, or service marks; use Macerich’s logo or other proprietary graphic, trademark, or service mark as part of a link; or use this Site in any manner that violates applicable law or that could damage, disable, overburden, or impair this Site or interfere with any other party’s use and enjoyment of this Site.
We may terminate your access to or use of this Site for any reason, including without limitation, if we believe that you have violated or acted inconsistently with these Terms. All of your warranties and indemnifications survive termination of this Agreement and any termination does not limit Macerich’s right to relief in law or equity. Macerich’s failure to act in any particular circumstance, including a failure to enforce the terms of this Agreement, does not waive the ability to act with respect to that or similar circumstances and shall not constitute a breach of this Agreement.
The Site is based in the U.S. and may provide or include links to other websites, mobile sites, applications or resources. Because we have no control over such linked sites, applications and resources, you acknowledge and agree that Macerich is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites, applications or resources. You acknowledge and agree that Macerich shall not be responsible or liable in any way, for any damage or loss in connection with the use or reliance on any content, goods, services, or sites available on or through any such linked site, application or resources.
Exclusion of Warranty
MACERICH MAKES NO WARRANTY OF ANY KIND REGARDING THE SITE AND/OR ANY CONTENT PROVIDED ON, VIA OR IN CONNECTION WITH THE SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. MACERICH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE WEB SITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. MACERICH DOES NOT WARRANT THAT THE SITE, ITS SERVERS OR ANY E-MAIL SENT FROM IT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WHERE SUCH LIMITATIONS ARE PROHIBITED BY LAW, MACERICH’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT OF APPLICABLE LAW.
Limitation of Liability
MACERICH ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY CONTENT FROM THE SITE. IN NO EVENT, INCLUDING NEGLIGENCE, SHALL WE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY USE OF THE SITE OR CONTENT FOUND THEREIN.
Indemnity and Release
You agree to indemnify, defend and hold Macerich and its subsidiaries, affiliates, officers, employees, agents, and business partners harmless from any claims, damages, expenses (including reasonable attorneys’ fees), allegations, losses, and liabilities arising from or relating to: your violation of these Terms; your use of the Site and the Content, products and services available on or via the Site; any information, feedback, suggestions, ideas, Content and materials submitted, uploaded or otherwise transmitted by you via or in connection with the Site; your access to or use of any web sites linked to this Site; and any dealings between you and any third parties relating to this Site.
Macerich maintains the right to employ outside counsel and assume control of the defense and settlement of any matter subject to your indemnification obligation. All of your indemnification obligations, releases, and warranties under this Agreement shall stand even if Macerich is made aware of the possibility of damage before such damage occurs.
Choice of Law and Forum
This Agreement shall be exclusively governed by and construed in accordance the laws of the State of California, without regard to the conflict of laws provisions. You hereby agree to the exclusive subject matter and personal jurisdiction and venue of the state and federal courts located in the County of Los Angeles, State of California, and irrevocably waive any and all objections based upon jurisdiction or venue.
Severability and Integration
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Macerich with respect to the Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Macerich with respect to the Site. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties and the remaining portion shall remain in full force and effect.
Our failure to act with respect to any breach this Agreement does not waive our right to act with respect to any other breach of this Agreement.
You may not assign or delegate your rights or obligations under this Agreement. Any purported assignment or delegation by you shall be ineffective. We may freely assign or delegate any or all of our rights or obligations under this Agreement, without notice to you.
Last Updated: July 2012
Copyright © 2012 The Macerich Company