Website terms of use and legal restrictions

Last updated January 24, 2020

Alexander & Baldwin, Inc. and its subsidiaries and affiliates (collectively, “A&B”, “we,” or “us”), require that all visitors to our websites, mobile sites and social media channels (collectively, “Sites”) owned and/or operated by A&B are subject to the following terms and conditions. Please read the Terms of Use (the “Terms”) below carefully. By accessing and using the Sites, you understand and agree that the services provided via the Sites are governed exclusively by these Terms.

Acceptance of Terms

By (i) using the Sites with links to these Terms in any way, such as by using, transmitting, uploading or downloading of any information (including property-related information) (the “Services”) or Materials made available or enabled via the Sites by A&B or users of the Sites (“Users”), or (ii) merely browsing the Sites, you agree to these Terms and the A&B’s Privacy Policy located at https://waianaemall.com/privacy-policy. “Materials” include any information, data, documents, images, photographs or graphics, including any and all property- or real estate-related information or data, and A&B products, in each case as made available or enabled by A&B or Users of the Sites.

You may not use the Sites or Services, or accept these Terms, if (i) you are not of legal age to form a binding contract with Alexander & Baldwin, or (ii) you are prohibited by law from receiving or using the Sites or Services.

A&B may make certain services and materials available only if you have provided A&B with certain personal information (as that term is defined in the Privacy Policy) or other such information as may be requested.

Please note that A&B may change the Terms from time to time in its sole discretion. When changes are made, A&B will make a new copy of the Terms available on the Sites. A&B reserves the right to amend and update the Terms without notice to you. Your continued use of the Sites, Materials and Services is subject to the most current version of the Terms posted on the Sites at the time of such use. Please check the Sites regularly to view the current Terms.

Use of Sites, Services and Materials

By using the Sites, you agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Sites.

A&B has no obligation or duty to store, post, reproduce, or otherwise use any Materials that you upload, post, e-mail, transmit or otherwise make available through your use of the Sites or via the Services (“Your Content”). A&B has no responsibility or liability for the removal or accuracy of any Materials, including Your Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. You agree that A&B retains the right to create reasonable limits on A&B’s use of the Materials, including Your Content, and similar limits described in web pages accompanying the Services and as otherwise determined by A&B in its sole discretion.

You agree to use the Services and the Materials only for the purposes permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the transfer, use or storage of Materials) (collectively, the “Law”).

Ownership

A&B’s marks and logos and all other marks, logos and icons identifying A&B (collectively, the “A&B Marks”) are the exclusive property of A&B.  You may not use any of the A&B Marks for any other purpose without A&B’s prior, express written permission.

Use of Materials and User Content.

Except as otherwise indicated in any applicable Terms, A&B hereby grants you an authorization to view, download and print Materials provided by A&B (“A&B Materials”) and any Materials provided by Users (“User Content”), subject to the following conditions:

You may access and use A&B’s Materials and User Content solely for personal, informational, non-commercial and internal purposes, at all times in accordance with the Terms;

You may not distribute or sell, rent, lease, license or otherwise make A&B’s Materials or User Content available to others; and,

You may not remove any text, copyright or other proprietary notices contained in A&B’s Materials or User content.

A&B reserves the right to revoke the authorization to view, download and print A&B’s Materials and User Content at any time, and any such use shall be discontinued by Users immediately upon notice from A&B.

User Conduct

You agree that you, and not A&B, are entirely responsible for all of Your Content that you upload, post, email, transmit or otherwise make available on the Sites (“Make Available”), whether publicly posted or privately transmitted. You assume all rights associated with the use of Your Content, including any reliance on its accuracy, completeness or usefulness.

You represent and warrant that, to the extent applicable: (i) you own the intellectual property rights (“IP Rights”), or have obtained all necessary permissions from the owners of the IP Rights, to use Your Content in connection with the Sites, Services or as otherwise permitted by these Terms; (ii) you have the rights necessary to grant the license and/or sublicense described in these Terms; and (iii) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in these Terms, including distribution, public displays, public performance and reproduction of Your Content.

You acknowledge and agree that by accessing or using the Sites, Services or Materials, you may be exposed to Materials that may be considered offensive, indecent or otherwise objectionable.

You agree not to use, and you agree to encourage or permit others not to use, the Sites or Services to:

Make Available any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

incite others to commit violence or harm minors in any way;

Make Available any Materials that you do not have the right to Make Available under any Law or pursuant to a contractual or fiduciary relationship

Make Available any material that infringes any IP Rights of any party;

impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;

use the Sites, Services or Materials such that it will mislead a User into thinking they are interacting directly with A&B;

access or use the Sites or Services in any manner that could damage, disable, overburden or impair any A&B server or networks connected to any A&B server;

disrupt or interfere with the security of, or otherwise cause harm to, the Sites or Services, Materials, servers or networks connected to or accessible through the Sites or any affiliated or linked sites;

disrupt, interfere with or inhibit any User from using the Sites, Services or Materials, or other affiliated or linked sites, Services or Materials; or reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Sites, the Services or the Materials, use of any Service or Materials, or access to any Service or Materials.

Monitoring

Except as otherwise indicated in any applicable Terms, A&B hereby grants you an authorization to view, download and print A&B Materials and any User Content, subject to the following conditions:

A&B may monitor or review the Services and Materials at any time. A&B shall have the right to remove any of Your Content for any reason, including if it violates the Terms or any Law.

A&B may investigate any potential violations of these Terms of which it may become aware, and A&B may, immediately terminate, to the extent practicable, your authorization to use the Sites, Services or Materials without notice to you. If, as a result of any A&B investigation, A&B believes that criminal activity may have occurred, A&B reserves the right to refer the matter to, and cooperate with, any and all applicable law enforcement authorities.

Except to the extent prohibited by applicable Law, A&B may disclose any information or Materials, including Your Content or Personal Information, in connection with your use of the Services to (i) comply with applicable Law, legal process or governmental request; (ii) enforce the Terms; (iii) respond to any claims that Your Content violates the Terms or rights of third parties; or (iv) protect the rights, property or personal safety of A&B, its Users or the public, and law enforcement or other government officials, as A&B believes to be necessary or appropriate.

Use of Your Content

A&B does not claim ownership of Your Content. However, by using the Sites and Services you grant A&B a worldwide, royalty-free, nonexclusive, perpetual, irrevocable, and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display Your Content (in whole or in part), and to incorporate Your Content into other Materials in any format or medium now known or later developed.

Links to Third-Party Sites

The Sites, Services and Materials may include links that will take Users to other websites operated by third parties (“Linked Sites”). The Linked Sites are provided by A&B as a convenience and the inclusion of links to Linked Sites does not imply any endorsement by A&B of any Linked Sites. A&B has no control over the Linked Sites or the material contained on such Linked Sites, and you agree that A&B is not responsible for the availability or contents of any Linked Sites (including any content or material available on such Linked Sites).

Modification to Sites, Services and Materials

A&B may at any time and from time to time modify or discontinue, temporarily or permanently, the Sites, Services or Materials, or any portion thereof, with or without notice to you. You agree that A&B shall not be liable to you for any modification, suspension or discontinuance of the Sites, Services or Materials.

Termination

The Terms will continue to apply until terminated by you or A&B as set forth herein. A&B may at any time terminate this agreement with you if:

you have breached any provision of the Terms, or otherwise indicate via your acts an intent to not comply or an inability to comply with the Terms;

A&B is required to do so by any applicable Law;

the provision of Services to you by A&B, in A&B’s opinion, is no longer commercially viable; or,

A&B has elected to discontinue the Sites, Services or Materials (or any portion thereof).

You agree that all terminations for cause shall be made at A&B’s sole discretion and that A&B’s shall not be liable to you or any third party for any termination of your access to the Sites, Services or Materials, including Your Content.

Disclaimers

THE CONTENT OF THE SITE HAS BEEN PREPARED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND MAY BE CHANGED AT ANY TIME WITHOUT NOTICE. The use of this SITE by you and your Company is at your and its sole risk. ACCORDINGLY, THE SITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, A&B  DOES NOT WARRANT THAT: (a) THE USE OF THIS SITE OR ANY THIRD PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THE USE OF THIS SITE OR ANY SUCH THIRD PARTY WEBSITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (c) THE CONTENT OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (d) ANY DEFECTS IN THE SITE OR IN THE CONTENT WILL BE CORRECTED; OR (e) THE SITE AND THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT WILL A&B, ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, PARTNERS, SUPPLIERS, OR OTHER THIRD PARTIES MENTIONED AT THIS SITE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THIS SITE, ANY WEB SITES LINKED TO THIS SITE, OR THE MATERIALS OR INFORMATION CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT FORESEEABLE OR WHETHER A&B HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

International Users

The Sites are controlled, operated and administered by A&B from its corporate office in the State of Hawaii, United States. A&B makes no representation that the Sites, Services or Materials are appropriate or available for use at locations outside the United States, and access to the Sites from jurisdictions where the Sites, Services or Materials are illegal is prohibited. A&B reserves the right to block access to the Sites, Services or Materials by certain international users. If you access the Sites from a location outside the United States, you are responsible for compliance with all applicable Laws.

Notification of Copyright Infringement

A&B respects the IP Rights of others and expects Users of the Sites to do the same. A&B will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the User, where applicable, who posted the content at issue so that he may, where appropriate, make a counter-notification.

Forward-Looking Statements

Statements on this Sites that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding possible or assumed future results of operations, business strategies, growth opportunities and competitive positions. Such forward-looking statements speak only as of the date the statements were made and are not guarantees of future performance. Forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from those expressed in or implied by the forward-looking statements. These factors include, but are not limited to, prevailing market conditions and other factors related to the Company’s REIT status and the Company’s business, as well as the evaluation of alternatives by the Company’s joint venture related to the development of Kukui‘ula, generally discussed in the Company’s most recent Form 10-K, Form 10-Q and other filings with the Securities and Exchange Commission. The information on this Sites should be evaluated in light of these important risk factors. We do not undertake any obligation to update the Company’s forward-looking statements.

Indemnity and Liability

You agree to indemnify and hold A&B and its subsidiaries, affiliates, directors, officers, members, managers, agents, employees, partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Your Content, your use of the Sites, Services or Materials, your connection to the Sites, Services or Materials, your access to or use of Linked Sites and your connections therewith, any claim that Your Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Sites, Services or Materials, your violation of the Terms, or your violation of any rights of another, including any IP Rights.

Dispute Resolution

All matters relating to your access to or use of the Sites, Services or Materials shall be governed by the Laws of the State of Hawaii, without regard to conflict of laws principles. You agree that any claim or dispute you may have against A&B must be resolved by a court located in Honolulu, Hawaii, except as otherwise agreed in writing by and between the parties. You agree to submit to the personal jurisdiction of the courts located in Honolulu, Hawaii for the purpose of litigating such claims or disputes.

All claims you bring against A&B must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, A&B may recover attorneys’ fees and costs up to U.S. $1,000, provided that A&B has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.

Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Sites, Services or Materials in violation of the Terms you agree that A&B shall be entitled to injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

General

Any notice provided to A&B pursuant to the Terms should be sent to: Alexander & Baldwin, Inc., 822 Bishop Street, Honolulu, Hawaii 96813, Attention: Law Department.

These Terms constitute the entire agreement between A&B and you with respect to your access to or use of the Sites, Services and Materials and supersede any prior agreements between you and A&B with respect to such subject matter.

If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

Any failure by A&B to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.

The provisions of the Terms which by their nature should survive the termination of the Terms shall survive such termination.

Questions

Please contact us with any questions regarding the Sites or these Terms at [email protected].