Last Modified: July 20, 2018
This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Website.
Accessing the Website and Account Security
We reserve the right to withdraw or amend the Websites, or any part of the Websites, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Websites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Websites, or the entirety of any Website, to any user of any of the Websites.
You are responsible for:
Term of Products and/or Services
Except as may be set forth in a Services Agreement, the provision of Services to Customers shall be made on a month-to-month basis and either you or the Company may terminate the Services for any reason at any time.
License to Customers
Contingent and effective upon the timely payment of any fees owed to the Company in exchange for Services, the Company grants you a limited, non-transferable, non-sublicensable, non-exclusive license to access and use the content created for you through this Website (“Licensed Content”) during the period of time for which you have paid such fees (“Subscription Period”). The foregoing license for Licensed Content shall terminate at the end of the Subscription Period.
You may not modify or create derivative works of any Licensed Content.
Your Responsibilities and Commitments
By using any of the Websites, you agree and acknowledge that the Licensed Content shall be hosted and accessible only via the URLs provided to you by Company.
As a condition to the production of Licensed Content of any Services, you shall provide Company (i) all information necessary to produce the Licensed Content, including listing information (if applicable) (“Content Information”), and (ii) any other information the Company requests in the provision of such Services, including any requests or requirements posted on any of the Websites pursuant to the provision of such Services. Additionally, you understand, acknowledge, and agree, that Company shall have the right to utilize third party data and technology partners necessary for the generation and operation of the Licensed Content.
You represent and warrant that: (i) all Content Information and all other information provided by you to Company will be free from any viruses, Trojan horses, and worms or other similar undesirable code, (ii) you have sufficient rights and licenses to provide the Content Information to Company and have all rights and licenses to allow the use of Content Information, such that Company’s use of Content Information does not and shall not infringe or misappropriate the intellectual property of a third party, and (iii) the Content Information will not violate any third party privacy rights, applicable law or regulation.
You may not (i) resell any Services (except as may be otherwise agreed between you and Company in a separate agreement), (ii) bundle or sell any Services as a subscription-based service, or (iii) otherwise offer, sell, or make available any Services to any third party.
Compensation; Fees and Payment
You agree and acknowledge that you shall pay to the Company all fees associated with the provision of Services, as set forth in any relevant Services Agreement or as established as part of your purchase of Services.
Customer agrees and acknowledges that it shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with Customer’s access to and use of the Services and any amounts payable by Customer.
Customer agrees and acknowledges that it is responsible for timely completion and submission of any MLS paperwork and payment of direct billed MLS fees related to the MLS data required for the provision of Services, each as applicable to such Customer.
The commencement of the provision of Services shall occur upon receipt by the Company of the first periodic fee associated with such Services. Thereafter, the Company shall provide Services for such time as the Company has received timely payment from the Customer. Notwithstanding anything contained herein to the contrary, in the event Customer fails to remit payment when due, to the Company, the Company may do either of the following: (i) suspend/deactivate Services to Customer for the relevant Product(s), or (ii) terminate this Agreement immediately, without having to provide notice to Customer. Customer may reactivate suspended or deactivated Services by paying all past due amounts in full and may be subject to a reinstatement fee.
In the event that you, become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil or criminal investigative demand or similar process) to disclose any Confidential Information, you shall provide us with prompt prior notice so that we may seek a protective order or other appropriate remedy.
You acknowledge and agree that any breach or threatened breach of any of the provisions of this section titled “Confidential Information” will result in immediate and irreparable harm and that any remedies at law in such event will be inadequate. You also agree that such breaches, whether threatened or actual, will give us the right to immediately terminate the provision of Services and to obtain injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to and not in lieu of any other remedies at law or in equity.
Upon expiration or termination of the provision of Services to you, all copies of the Confidential Information will either be destroyed or returned to us immediately upon our request. You agree not to retain any copy, summary or extract of the Confidential Information or any related work papers on any storage medium whatsoever.
Representations and Warranties
Intellectual Property Rights
The Websites and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all of the Company’s Intellectual Property Rights, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Websites, except as follows:
Except pursuant to the utilization of the Company’s video content and its customizable player, you must not access or use, for any other commercial purposes, any part of the Websites or any Services or materials available through the Websites.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: firstname.lastname@example.org.
The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company, and you agree not to engage in any activities or commit any act, directly or indirectly, that contests, disputes, or otherwise impairs the Company’s right, title, and interest in such marks, nor to knowingly or intentionally cause diminishment of value of such marks through any act or representation.
Additionally, you agree not to:
The Websites may contain interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Websites.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Websites.
We do not accept or consider, directly or through any Company employee or agent, unsolicited ideas of any kind, including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
Monitoring and Enforcement; Termination
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Websites. YOU WAIVE AND AGREE TO HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION OR FOREBEARANCE TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We cannot and do not review all material before it is posted on the Websites, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
The determination of violation of any of the requirements set forth in this section titled “Content Standards” shall be made by the Company in its sole discretion.
Reporting Claims of Copyright Infringement
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
Our designated copyright agent to receive DMCA Notices is:
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages, including costs and attorneys’ fees, under Section 512(f) of the DMCA.
The Company reserves the right to disable and/or terminate the accounts of users who are repeat infringers.
Reliance on Information Posted
The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.
The Websites may include content provided by third parties, including materials provided by other users, bloggers, and third party licensors, syndicators, aggregators, or reporting services. All statements or opinions expressed in such materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Websites
We may update the content on the Websites from time to time, but the content is not necessarily complete or up-to-date. Any of the material on the Websites may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Websites
All information we collect on the Websites is subject to our Privacy Policies. By using the Websites, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policies.
Other Terms and Conditions
Linking to the Websites and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it (as determined by us in our sole discretion), but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
The Websites may provide certain social media features that enable you to:
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Websites
If the Websites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites, and moreover, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials (collectively, “Third Party Materials”) on or available from such sites or resources. You understand that you may be exposed to Third Party Materials that are offensive, indecent or objectionable. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Materials available on or through any such site or resource. We expressly disclaim any representations regarding the content or accuracy of Third Party Materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk.
We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Websites for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. YOUR USE OF THE WEBSITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITES OR SUCH OTHER WEBSITES, OR PURSUANT TO THE PROVISION OF ANY SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
If the performance of Services is prevented, restricted, or interfered with by an act of God, reason of war, revolution, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect on any government or any judicial authority, which are beyond the reasonable control of the Company, then we shall be excused from such performance to the extent of such prevention, restriction, or interference, provided that we shall use our best efforts to avoid or remove such causes of nonperformance.
Governing Law, Binding Arbitration and Class Action Waiver
Arbitration and Class Action Waiver
Limitation on Time to File Claims
Waiver and Severability
Your Comments and Concerns
This Website is operated Terradatum. All notices of copyright infringement claims should be sent to the copyright agent designated “Copyright Infringement” above in the manner and by the means set out therein. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: email@example.com.
As used herein, the following terms shall have the definitions and descriptions set forth below:
“Affiliate” means a person or entity that owns, is owned by or is under common control with another person or entity, where “control” means majority ownership or the right to direct the management of the company.
“Customer” means either a Subscriber or a Registered User.
“Guest” means a visitor and/or user of any Website, who is not either a Subscriber or a Registered user.
“Intellectual Property Rights” means all (1) patents, patent disclosures and inventions (whether patentable or not), (2) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (3) copyrights and copyrightable works (including computer programs) and rights in data and databases, (4) trade secrets, know and other confidential information, and (5) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law, regulations or rules in any jurisdiction throughout the world.
“Internal Use” means (i) used for the benefit of the Customer in the ordinary course of internal business operations; and (ii) Customer’s distribution of Reports to its clients (a) on a noncommercial basis, such that Customer is not (1) providing Reports without providing other substantial value-added services or (2) reselling Reports for a fee separate from fees payable for Customer’s provision of services generally; and (b) in accordance with any other requirements. For clarity, the term “Internal Use” excludes making or distributing copies of any MLS Data for Customer’s clients, or to the public for marketing or any other purpose.
“MLS Data” means unmodified data provided by the MLS Provider.
“MLS Provider” means any provider of MLS Data, as determined by the Company in its sole discretion.
“Reports” means the notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations or other materials, in printed, electronic or other form created by or as a result of the provision of Services.
“Representatives” means you or the Company, and each of their successors’ and permitted assigns’ affiliates, employees, officers, directors, partners, shareholders, agents, attorneys and third party advisors.
“Services” means the services provided through the Websites or otherwise as described in a Services Agreement, where applicable.
“Services Agreement” means any written agreement made pursuant to the provision of Services by the Company, and which also includes provisions governing, at least in part, the access or use of the Websites.
“Company Offerings” means Company Products and the Company System.
“Company Products” means Reports, Services, software and videos and the documentation relating thereto that is made available by the Company, collectively or any of them.
“Company System” means the computer system through which the Company delivers the Company Products.