TERMS OF USE
(as of September 1, 2011)
THIS WEB PAGE CONTAINS A LEGAL DOCUMENT (“AGREEMENT”) BETWEEN YOU THE USER AND REAL ESTATE DIGITAL, LLC, THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE TRANSACTIONPOINT WEB SITE (“THE SITE”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE SITE. ALL MATERIALS, SERVICES AND INFORMATION PROVIDED ON AND THROUGH THE SITE SHALL BE USED SOLELY IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS. BY USING AND ACCESSING THE SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE SITE. REAL ESTATE DIGITAL, LLC. RESERVES THE RIGHT TO CHANGE THE AGREEMENT FROM TIME TO TIME AT ITS SOLE DISCRETION. USE OF THE SITE IS SUBJECT TO THE MOST CURRENT VERSION OF THE AGREEMENT, AS DENOTED BY THE DATE, POSTED ON THE SITE AT THE TIME OF USE. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
WEB SITE TERMS AND
CONDITIONS
The following terms and conditions of this Agreement are made and become effective as of the date on which this Agreement is executed by and between REAL ESTATE DIGITAL, LLC. (RED), a Delaware limited liability company, and you the individual subscribing to the Site (hereinafter referred to as the “User”). Execution is considered complete when User clicks the “Accept” button at the end of this document.
BACKGROUND FACTS
RED has developed and owns the certain TransactionPoint Web site (the “Site”) and the functionality thereof, and makes available for use on this Site information, documents, software, services and products (collectively, the “Materials”) supplied by RED or other third parties (hereinafter referred to collectively as “Providers”) and subject to the terms and conditions set forth in this Agreement.
RED hereby grants User a non-exclusive, non-transferable and revocable limited license to access and use the Site and applicable Materials in accordance with this Agreement solely for the benefit of User. RED may terminate this license for convenience at any time without notice. User shall abide by all applicable local, state, national and foreign laws, and regulations in connection with the Site and Materials. No part of the Site may be reproduced, republished, copied, transmitted or distributed in any form or by any means.
The Materials on this Site, as well
as, the design and layout of this Site, are protected by copyright and/or other
intellectual property laws and any unauthorized use of the Materials and this
Site as described in the preceding paragraph may violate such laws. Except as expressly provided herein,
RED and its Providers do not grant to Users of the Site any express or
implied right to User under any patents, copyrights, trademarks, or trade secret
information with respect to the Site and Materials.
USER CONDUCT
The site is to be used for lawful and appropriate purposes. User may not transmit, retransmit or store Materials in violation of any federal or state laws or regulations, including, but not limited to, obscenity, indecency, defamation or material infringing trademarks or copyrights. User may not abuse or fraudulently use the Site nor allow nor permit such use by others.
RED may interrupt or terminate User’s access to the Site or Materials:
· if User does not honor any provision of the Agreement (including payment obligations),
· if User uses the Site in a manner that adversely affects service to other customers or harasses RED’s customers or employees,
· if User uses the Site to engage in fraud or unlawful conduct or is suspected of doing so, or
· if User provides false information on User’s registration form or impersonates another person at any point.
If User violates such terms, RED may, without prior notice, ban User from any and all Materials and the Site, terminate User’s subscription and take any other action RED deems appropriate in its sole discretion. RED is not liable for any damages of any nature suffered by User or any third party resulting in whole or in part from RED exercising its rights under this Agreement. RED has no practical ability to monitor all conduct, communications, or content that might violate this Agreement prior to its transmission over the RED network but may do so at its discretion. Therefore, RED does not assume liability for its failure to terminate such violations.
SUPPORT
RED agrees to provide standard e-mail support during RED’s normal business hours of 8:00 A.M. to 7:00 P.M. Central Time. RED reserves the right charge time and materials to resolve User issues that are not resolved in a timely manner due to User’s negligence.
ADMINISTRATION AND PROTECTION OF ACCOUNT
AND PASSWORD
User represents and warrants that the registration
information provided is true and accurate.
Upon receipt and approval of User’s registration information, RED will
issue the necessary login account number and/or password as applicable. User is responsible for maintaining the
confidentiality of its account number and/or password. User is responsible for all uses of its
account, whether or not actually or expressly authorized by User.
User agrees that it will not use or permit the
Site to be used in any manner, whether directly or indirectly, that would enable
User's customers or any third party or entity to use the Site. Further, Client shall not provide access
to or otherwise make available the Site in any form to any third
party.
DISCLAIMERS
ALL MATERIALS ON THIS SITE ARE
PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, RED
AND ITS PROVIDERS MAKE NO WARRANTY THAT (i) THE SITE AND MATERIALS WILL MEET
USER’S REQUIREMENTS, (ii) THE SITE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF
THE MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF
ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM THE
SITE WILL MEET USER’S EXPECTATIONS.
This Site may contain links to third-party Web sites that are not under the control of RED. RED makes no representations whatsoever about any other Web site to which User may have access through this Site. When User accesses a non-RED Web site, User does so at User’s own risk and RED is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites or for the quality of any products or services available on such sites. RED provides these links merely as a convenience and the inclusion of such links does not imply that RED endorses or accepts any responsibility for the content or uses of such Web sites.
The use of the services or the downloading or other acquisition of any Materials through the site is done at User’s own discretion and risk and with User’s agreement that User will be solely responsible for any damage to User’s computer system or loss of data that results from such activities. No advice or information, whether oral or written, obtained by User from RED or through or from the Site shall create any warranty not expressly stated in this Agreement.
To learn about how RED protects
User personal information, such as User’s name and address, refer to the RED
online Privacy Policy. Please note that any non-personal
information or material sent to RED will generally be deemed to NOT be
confidential.
INDEMNIFICATION
User agrees to indemnify and hold
RED, and its parent, subsidiaries, affiliates, officers, agents, or other
partners, and employees, harmless from any and all liabilities, claims, demands
and expenses, including reasonable attorneys' fees, due to or arising out of
User’s use or misuse of the Site, any services therein, or for infringement by
User of intellectual property rights or other rights of any third party. RED may assume exclusive control of
any defense or any matter subject to indemnification by User and User agrees to
cooperate with RED in such event.
IN NO EVENT SHALL RED, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, PROVIDERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT RED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY WEB SITE REFERENCED OR LINKED TO OR FROM THIS SITE, OR ANY SERVICES OR MATERIALS PROVIDED OR AVAILABLE HEREUNDER.
GOVERNING LAW AND
JURISDICTION
This Site (excluding linked sites)
is controlled by RED from its offices within the state of
TRADEMARK INFORMATION
The trademarks, logos and service marks ("Marks") displayed on this Site are the property of RED or other third parties. You are not permitted to use the Marks without the prior written consent of RED or such third parties which may own the Marks.
RED may assign this Agreement to another entity without any advance consent from or notice to User. User may not assign this Agreement without the consent of RED.
If RED does not enforce any right or remedy available under this Agreement, that failure is not a waiver. If any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in force.
ARBITRATION
Upon the demand of either party hereto, any action or proceeding seeking to enforce or to interpret any provision of this Agreement or any right or obligation, including, without limitation, any statutory right or obligation, of any party under or pursuant to this Agreement or arising out of RED’s relationship hereunder with User, shall be determined exclusively by arbitration conducted by and under the rules of the American Arbitration Association; provided, however, that arbitration shall, at RED’s option, not be required in any action or claim by RED which includes a request for injunctive, equitable, or other emergency relief.