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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE. 

 

- AGREE: BY USING THE SERVICE OR CHECKING THE BOX, USER IS AGREEING TO BE BOUND BY THIS AGREEMENT. 

User Terms of Service


This agreement is between Rio Software Solutions, Inc., a Nevada corporation (RSS), and the user agreeing to these terms (User).

 

1.     Platform.  This agreement provides User with access to a web-based real estate information exchange platform (Platform). 

 

2.     USE OF PLATFORM

 

             a.User Responsibilities.

 

  • User (i) is solely responsible for User Data (defined below) and all activity in its account in the Platform, (ii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify RSS promptly of any such unauthorized access, and (iii) may use the Platform only in accordance with the Platform’s manual (including videos) and applicable law, including without limitation, state and local real estate licensing laws and requirements. 

 

  • User may also not use the Platform (i) for the purposes of debt collection, (ii) in a way that would cause the Platform to constitute a “consumer report” under the Fair Credit Reporting Act, (iii) in any other manner that would cause such use of the Platform to be construed as a consumer report by any authority having jurisdiction over any of the parties, or (iv) in any manner for which it is not designed or authorized by RSS.

 

b.     User Owned Data. All data, images and documents uploaded, or imported, into the Platform by User remains the sole property of User, as between RSS and User (User Data). RSS is a data aggregator of information and a conduit for information supplied by third parties. User grants RSS the right to use, copy and otherwise make available the User Data for purposes of RSS performing under this agreement.  

 

c.     Restrictions. User may not (i) sell, resell, rent or lease the Platform, (ii) use the Platform to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights, (iii) use any automated system to scrape, gather or extract information from within the Platform, (iv) interfere with or disrupt the integrity or performance of the Platform, or (v) attempt to gain unauthorized access to the Platform or its related systems or networks.

d.     User sign up, User Cancellation or Changes Of Services. . For monthly subscription: A valid credit card is required to activate an account. Current pricing is found on our website and also your account settings. For any service, product, upgrade or downgrade in services, your credit card that you provided is automatically charged until cancellation of said services.  If you notify us to cancel by phone your access will be cancelled same day. You will not be charged for any future payments from us. Charges will not be prorated  and refunds will not be available for all or any part of the month in which you cancelled. For any special annual pricing, NO REFUND will be issued or prorated for any unused months as an active annual account holder. You may cancel  or change services yourself by logging into your account and modifying your billing options. If you have any trouble doing this you may contact support@riogenesis.com for assistance. We will always provide you with a written cancellation confirmation via email. If you do not receive a confirmation in writing , please call us at 855-746-2500 and confirm so you will not be held liable for any charges. You will be emailed a confirmation of your cancellation. You agree that you will not issue a chargeback, dispute or reverse any payments made while you are still a an active annual or monthly account holder.

 

 

 

3. WARRANTIES AND DISCLAIMERS.

 

a.     Compliance with Law Warranty. Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under this agreement.

 

b.     DISCLAIMER.

 

  • THE PLATFORM WILL PROVIDE REAL ESTATE INFORMATION, BUT NEITHER RSS NOR THE PLATFORM PROVIDES ANY TYPE OF LEGAL, TAX, FINANCIAL OR REAL ESTATE ADVICE.
  • RSS IS NEITHER AN AGENT NOR BROKER, AND IS NOT ACTING ON BEHALF OF ANY OTHER PARTY OR PERSON RELATED TO A REAL ESTATE TRANSACTION.
  • RSS IS NOT RESPONSIBLE FOR THE QUALITY OF ANY INFORMATION OR DATA PROVIDED AS PART OF THE PLATFORM, AND USER IS SOLELY RESPONSIBLE FOR ITS ACTS AND OMISSIONS, AND DECISIONS, AS A RESULT OF ANY INFORMATION OR DATA WITHIN THE PLATFORM.
  • RSS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE.  THE PLATFORM MAY BE INTERRUPTED OR CONTAIN AN ERROR. RSS DOES NOT GUARANTY THAT THE PLATFORM CANNOT BE COMPROMISED.

 

4.     MUTUAL CONFIDENTIALITY.

 

 

a.     Definition of Confidential Information. Confidential Information means all information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). RSS’s Confidential Information includes without limitation the Platform and its parts and pricing (including without limitation the Platform user interface design and layout).

 

b.     Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

 

c.     Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information.

 

d.     Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.

 

5.     Proprietary Rights.

 

a.     Reservation of Rights by RSS. The software, workflow processes, user interface, designs, know-how, and other technologies provided by RSS as part of the Platform are the proprietary property of RSS and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with RSS. RSS reserves all rights unless expressly granted in this agreement.

 

b.     Restrictions. User may not:

o    Reverse engineer the Platform;

o    Remove or modify any proprietary marking or restrictive legends in the Platform; or

o    Access the Platform to build a competitive Platform or product, or copy any feature, function or graphic for competitive purposes.

 

6.     LIMITATION OF LIABILITY.

 

a.     Exclusion of Certain Damages. RSS IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OF DATA, FILES, OR INFORMATION, AND ANY FAILURE OF DELIVERY OF THE PLATFORM).

 

b.     Limitation of Liability. RSS’ liability for DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE ACTUAL AMOUNT PAID BY USER TO RSS WITHIN THE12 MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM or $100, WHICHEVER IS GREATER.

 

7.     TERM, Termination, RETURN OF DATA AND Suspension of Platform.

 

a.     Term. This agreement continues until either party terminates this agreement, for its convenience.

 

b.     Mutual Termination for Material Breach. If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.

                                                                      

c.     Return or Destroy RSS Property Upon Termination. Upon termination or expiration of this agreement for any reason, User must destroy or return all property of RSS. User will confirm its compliance with this destruction or return requirement in writing upon request of RSS.

 

d.     Suspension of Platform for Violations of Law. RSS may immediately suspend the Platform and remove applicable User Data if it in good faith believes that, as part of using the Platform, User may have violated a law or has not timely paid applicable fees.  RSS may try to contact User in advance, but it is not required to do so.

 

8.     Governing Law AND FORUM. This agreement is governed by the laws of the State of Nevada without regard to conflict of law principles. Any dispute arising out of or related to this agreement may only be brought in the state and federal courts for Clark County, NV. Both parties consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any arbitration or litigation is entitled to recover its attorneys’ fees and costs from the other party.

 

9.     Indemnity. If any third-party brings a claim against RSS related to User’s acts, omissions, data, information or use of the Platform by User, User must defend, indemnify and hold RSS harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. 

 

10.   MISCELLANEOUS OTHER TERMS.

 

a.     Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.

 

b.     Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this agreement is effective unless both parties sign it. 

 

c.     No Assignment and Waiver. Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party. Any waiver of a term must be in a signed writing of the party waiving the right to be effective.

 

d.     Independent Contractors. The parties are independent contractors with respect to each other.

 

e.     Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.

 

f.      Survival of Terms. Any terms that by their nature survive termination or expiration of this agreement, will survive for the parties to receive the benefits of and to enforce their rights under this agreement.

 

        g.  CISG Not Apply. The Convention on Contracts for the International Sale of Goods does not apply .

 

NON-DISCLOSURE      AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made, by Granite Strategic Investments, with an office at 2 Park Plaza, Suite 800, Irvine, CA 92614 .

 

WHEREAS Granite Investment Group  and Company would like to exchange certain information in connection with certain products and services offered by Company, Granite Investment Group, business and any related project or work effort (the “Purpose”) (for purposes of this Agreement, the word "exchange" shall be construed to include, without limitation, furnishing information, providing access or availability to information or the obtaining of information from any source and by any means, as a result of this Agreement); and

 

WHEREAS, in connection with such exchange each party may obtain, or be in a position to obtain Confidential Information (as defined); and

 

WHEREAS, each party wishes to ensure the protection of its Confidential Information;

 

NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants contained herein and the agreement to exchange information as contemplated hereunder, the parties agree as follows:

 

1.            Definition.  "Confidential Information" of each party includes all information exchanged hereunder specifically relating to the Purpose (as defined above) including: (a) information relating to the past, present and future business activities (including, without limitation, agreements and other business arrangements) of each party, its affiliates and each of their respective employees, customers or third-party contractors, (b) information relating to strategic and other plans, pricing, methods, methodologies, processes, financial data, lists, inventions, customers, suppliers, apparatus, statistics, programs, research, development, technology, network designs, and/or usage data of each party, its affiliates and each of their respective employees, customers or third-party contractors, and (c) the terms and existence of this Agreement or related information. 

 

2.            Carve-Outs.  Both parties acknowledge and agree that information shall not be considered "Confidential Information" only to the extent that such information is: (a) currently in the public domain and/or previously known to the receiving party, and in either case, free from any  confidentiality obligation; (b) publicly disclosed by or on behalf of the disclosing party either prior to or subsequent to receipt by the receiving party of such information; (c) independently developed by the receiving party without access to or use of the Confidential Information of the disclosing party; or (d) rightfully obtained by the receiving party  from a third party lawfully in possession of the Confidential Information who is not bound by confidentiality obligations to the disclosing party.  The receiving party may disclose Confidential Information of the disclosing party if the receiving party is required to do so under applicable law, rule or order; provided that the receiving party, where reasonably practicable and to the extent legally permissible, provides the disclosing party with prior written notice of the required disclosure so that the disclosing party may seek a protective order or other appropriate remedy; and provided further that the receiving party discloses no more Confidential Information than is reasonably necessary in order to respond to the required disclosure.

 

3.            Obligations.  Each party agrees to regard and preserve as confidential, all Confidential Information which may be exchanged as a result of this Agreement. In maintaining the confidentiality of Confidential Information hereunder, each party agrees that (a) it shall not, without first obtaining the written consent of the other, disclose or make available to any person, firm or enterprise, reproduce or transmit, or use for its own benefit or the benefit of others, any such Confidential Information, and (b) it shall prevent disclosure to any competitor of the other party (known to be such after reasonable inquiry).  Neither party shall, without obtaining the prior written consent of the other party, use such other party’s Confidential Information for any purpose other than for evaluation, discussions between the parties, internal planning, the protection of its rights and performance of its duties and obligations under this Agreement, and the provision of other services to the other party.  Each party agrees that its own use and/or distribution of the other party's Confidential Information shall be limited to its own employees on a "need to know" basis.

 

4.            Granite Investment Group Sensitive Data.  Company hereby acknowledges that Granite Investment Group is subject to certain privacy and information security laws and regulations, pursuant to which  Granite Investment Group is required to ensure that Company appropriately safeguards personal or financial information regarding Granite Investment Group’s former, current or prospective clients or employees (“Granite Investment Group Sensitive Data”). To the extent that Company receives any Granite Investment Group Sensitive Data as a result of any exchange of information under this Agreement, and notwithstanding anything to the contrary contained in this Agreement, Company agrees that  it shall (a) not disclose or use any Granite Investment Group Sensitive Data except to the extent necessary to carry out its obligations under this Agreement and for no other purpose, (b) not disclose Granite Investment Group Sensitive Data to any third party, including, without limitation, its third party service providers without the prior written consent of Granite Investment Group and subject to the further requirements of this Section, (c) employ administrative, technical and physical safeguards, including proper information disposal procedures to prevent unauthorized use or disclosure of Granite Investment Group Sensitive Data, (d) promptly provide such information regarding its privacy and information security systems, policies and procedures as Granite Investment Group may request relating to its due diligence and oversight obligations under applicable laws and regulations, (e) in the event of any actual or apparent theft, unauthorized use or disclosure of any Granite Investment Group Sensitive Data, immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and (f) as soon as practicable following discovery of any event described in clause (e) hereof, provide Granite Investment Group notice thereof, and such further information and assistance as may be reasonably requested. 

 

5.            Independent Parties.  Neither party shall be required to exchange with the other any particular information, and the exchange of any information by either party is entirely voluntary and is not intended to and shall not create or modify any contractual, fiduciary or other relationship or obligation of any kind beyond the terms of this Agreement.  Nothing contained in this Agreement, nor any exchange of information hereunder, shall grant or confer upon any party any right, license or authority in or to the information exchanged or otherwise.  Correspondingly, except as expressly provided herein, neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise of the other party, as a result of this Agreement or any exchange of information.

 

6.            Return of Information.  At any time at the request and option of the disclosing party, the receiving party agrees to promptly:  (a) return to the disclosing party the Confidential Information and/or Granite Investment Group Sensitive Data, as applicable; or (b) destroy or permanently erase (on all forms of recordation) the Confidential Information and/or Granite Investment Group Sensitive Data, as applicable and, if requested by the disclosing party, acknowledge in writing that all such Confidential Information and/or Granite Investment Group Sensitive Data, as applicable, has been destroyed or permanently erased.   Notwithstanding the foregoing, each party may retain copies of the Confidential Information and/or Granite Investment Group Sensitive Data, as applicable, to the extent required to comply with applicable legal and regulatory requirements, provided, however, that such Confidential Information and/or Granite Investment Group Sensitive Data, as applicable, shall remain subject to the terms and conditions herein.

 

7.            Injunctive Relief. Notwithstanding anything to the contrary contained  herein, in the event of a breach or threatened breach by the receiving party of the provisions of this Agreement, the disclosing party may have no adequate remedy in money or damages and, accordingly, may seek injunctive relief, provided, however, that no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach of a provision of this Agreement.  

 

8.            Title.  The parties acknowledge and agree that any disclosure of Confidential Information, and in the case of Granite Investment Group, under this Agreement shall in no way be construed to be an assignment, transfer, or conveyance of title to or ownership rights in such Confidential Information or Granite Investment Group Sensitive Data.

 

9.            Assignment.  Neither this Agreement nor any rights and/or obligations hereunder may be assigned (whether by operation of law or otherwise) by either party without the other party’s prior written consent, and any such assignment shall be void.  Notwithstanding the foregoing, Granite Investment Group may assign this Agreement and any of its rights and/or obligations hereunder upon written notice to Company, to any of its affiliated companies or to an entity with or into which it is merged or consolidated or to which it sells all or substantially all its capital stock or assets associated with the operations related to this Agreement, without the consent of Company.  This Agreement shall benefit and be binding upon the parties hereto and their respective successors and assigns.  Each receiving party shall be responsible for acts and omissions of its permitted assigns and disclosees. 

 

10.          No Publicity. Neither party shall use the other party’s name or marks, refer to, or identify the other party or any  of its respective affiliate in  publicity releases, promotional or marketing materials, announcements, customer listings, testimonials, or advertising.

 

11.          Severability. If any information exchanged under this Agreement is held by any court with jurisdiction over the subject matter of this Agreement not to be Confidential Information and/or Granite Investment Group Sensitive Data, as applicable, any remaining information that the parties have exchanged and that would otherwise be deemed Confidential Information and/or Granite Investment Group Sensitive Data, as applicable, within the meaning of this Agreement will be unimpaired and will continue to be protected as Confidential Information and/or Granite Investment Group Sensitive Data, as applicable, in accordance with the terms of this Agreement.  In addition, if any of the provisions of this Agreement are held invalid, illegal or unenforceable, the remaining provisions shall be unimpaired.

 

12.          Governing Law. In all respects this Agreement shall be governed by the substantive laws of the Commonwealth of Michigan without regard to conflict of law principles. 

 

13.          Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together shall constitute one and the same instrument.  This Agreement may be executed and delivered by facsimile.  Any facsimile signatures shall have the same legal effect as manual signatures.

 

14.          Entire Agreement; Amendment; Waiver. This Agreement, which constitutes the entire agreement between the parties as to the subject hereof, shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof.  No modification or amendment of, or supplement to, this Agreement will be binding upon the parties unless made in writing and signed by a duly authorized representative of both parties.  At no time will any failure or delay on the part of any party in exercising any right or remedy provided in the Agreement operate as a waiver thereof, nor will any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy provided herein or available at law or in equity.
 

15.          Other Agreements. The termination of any other agreement or business relationship between, or involving both parties, shall not relieve either party of its obligations with respect to the information exchanged pursuant to the terms hereof.

 

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