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TERMS AND CONDITIONS
Platform.
This agreement provides User with access to a web-based real estate information exchange platform (Platform). 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. 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. 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. WARRANTY AND DISCLAIMERS. 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. 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. MUTUAL CONFIDENTIALITY. 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). 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. 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. 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. Proprietary Rights. 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. Restrictions. User may not:Reverse engineer the Platform;Remove or modify any proprietary marking or restrictive legends in the Platform; orAccess the Platform to build a competitive Platform or product, or copy any feature, function or graphic for competitive purposes. LIMITATION OF LIABILITY. 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). 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. TERM, Termination, RETURN OF DATA AND Suspension of Platform. Term. This agreement continues until either party terminates this agreement, for its convenience. 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. 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. 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. 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. 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. MISCELLANEOUS OTHER TERMS. 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. 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. 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. Independent Contractors. The parties are independent contractors with respect to each other. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. 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 .
