Terms of Use

Terms of Use

Last Modified: July 20, 2018

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Terradatum (“Company”, “we” or “us”). The following terms of use (“Terms of Use”), govern your access to and use of this website (the “Website”) and any website owned and/or operated by the Company or any affiliate thereof, including any content, functionality, and services offered thereon (collectively, the “Websites”), whether as a Guest, Subscriber or a Registered User. For purposes of these Terms of Use, the term “Company” shall also include any Affiliate of the Company.  Capitalized terms not defined in context are defined at the end of these Terms of Use.

If there is a conflict between any applicable Services Agreement and these Terms of Use, your access to, and use of, the Websites are governed, first, by any applicable Services Agreement, and second, by these Terms of Use.

Please read these Terms of Use carefully. By accessing or using the Websites or clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website or use any of its content.

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.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter.

Your continued use of the Websites following the posting of revised Terms of Use means that you accept and agree to the changes. We will provide notification on the Websites in the event of an update to the Terms of Use, however, you are expected to check this page frequently so you are aware of any changes, as they are binding on you.

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:

• Making all arrangements necessary for you to have access to the Website(s).
• Ensuring that all persons who access the Websites through your internet connection are aware of these Terms of Use and comply with them.

To access the Websites or some of the resources offered, you may be asked to provide certain registration details or other information. It is a condition of your use of the Websites that all the information you provide on the Websites is correct, current, and complete. You agree that all information you provide to register with the Websites or otherwise, including but not limited to through the use of any interactive features on the Websites, is governed by our Privacy Policy, which can be found at https://www.terradatum.com/privacy-policy/, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Websites, any Services, or portions of the Websites using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including but not limited to if, in our opinion, you have violated any provision of the Services Agreement or these Terms of Use.

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.

All rights not expressly granted under these Terms of Use or a Services Agreement are reserved by Company.

Nothing in these Terms of Use shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between you and the Company. You do not have the authority to make any promises on behalf of, or bind or obligate, the Company, by contract or otherwise, and you shall not hold yourself out as having such authority on behalf of the Company.

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.

Confidential Information

During the period that we are providing Services to you, and for a period of three (3) years thereafter, if you receive any Confidential Information (as subsequently defined), you agree and acknowledge that you shall retain in confidence the terms of our provision of Services all other non-public information, technology, materials and know-how of the Company disclosed or acquired by you pursuant to or in connection with these Terms of Use that either is designated as proprietary and/or confidential or, by the nature of the information and/or the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential, including but not limited to technical data, trade secrets, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, designs, drawings, engineering, hardware configuration information, marketing, finances and other business information (“Confidential Information”). In connection with the foregoing, (a) you shall not use any Confidential Information other than to carry out the activities contemplated by or to enforce or exercise its rights in connection with the Services; (b) you shall use commercially reasonable efforts to protect the Confidential Information; and (c) you shall notify us promptly in writing in the event you learn of any unauthorized use or disclosure of any Confidential Information, and you will cooperate in good faith to remedy such occurrence to the extent reasonably possible. The restrictions set forth in this section titled “Confidential Information” shall not apply to any information that: (i) was known by you without obligation of confidentiality prior to disclosure thereof; (ii) was in or entered the public domain through no fault of yours; (iii) is disclosed to you by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; (iv) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed, and provided that we are given the opportunity to review and redact the information prior to disclosure); or (v) is independently developed by you without reference to or use of any Confidential Information. Upon our request, you shall return to us or destroy all materials, in any medium, which contain or reveal all or any part of any Confidential Information.

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

You represent and warrant as follows: (i) if you are a business entity, you are duly organized, validly existing, and in good standing under the laws of the state in which you are incorporated or organized; (ii) you have the full right, power, and authority to enter into an agreement for Services and to carry out the transactions contemplated; including the right to transfer and make available to the Company the Broker Data and, when necessary, the MLS Data; (iii) no waiver or consent of any person is required in connection with the agreement to procure Services, and you are otherwise free to enter into an agreement for Services; (iv) you have not and will not grant to any third party any rights that will interfere with these Terms of Use.

The Company makes no representation or warranty with respect to: (a) the accuracy of the Broker Data or MLS Data, and you recognize that inaccuracies in the Broker Data or MLS Data may result in inaccuracies in the Company Offerings; (b) any modification, misuse, misapplication or abuse of, or damage to, any Company Offering; (c) your computer networks or any other software or hardware that is not part of the Company Offerings; (d) your breach of any provision of these Terms of Use; or (e) any other circumstances or causes outside of the reasonable control of the Company (including abnormal physical or electrical stress).

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:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
• If we provide social media features with certain content, you may take such actions as are enabled by such features.
• You must not:
  • Modify copies of any materials from the Websites.
  • Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Websites.

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: support@terradatum.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Websites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Websites or any content on the Websites is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Websites not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

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.

Assignment

You may not assign your rights or obligations under these Terms of Use or the Services without the prior written consent of the Company, which consent shall not be unreasonably withheld.  Subject to the foregoing, this Terms of Use and the covenants and agreements herein contained shall inure to the benefit of and be binding on you and the Company and each respective Representative thereof, and permitted successors and assigns.

Prohibited Uses

You may use the Websites only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Websites:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in anyway by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the “Content Standards” set out in these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Websites, or which, as determined by us in our sole discretion, may harm the Company or users of the Websites or expose them to liability.

Additionally, you agree not to:

• Use the Websites in any manner that could disable, overburden, damage, or impair the Websites or interfere with any other party’s use of the Websites, including their ability to engage in real time activities through the Websites.
• Use any robot, spider, or other automatic device, process, or means to access the Websites for any purpose, including monitoring or copying any of the material on the Websites.
• Use any manual process to monitor or copy any of the material on the Websites or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Websites.
• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Websites, the server on which the Websites are stored, or any server, computer, or database connected to the Websites.
• Use the Websites for purposes of competitive analysis of the Websites, the development of a competing product or service or any other purpose that is to Company’s commercial disadvantage.
• Attack the Websites via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Websites.
• Use the Websites in any other manner or for any other purpose or application not expressly permitted by these Terms of Use or any other agreement between you and Company.

User Contributions

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.

All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution you post to the Websites will be considered non-confidential and non-proprietary. By providing any User Contribution on the Websites, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.

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.

Unsolicited Ideas

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:

• The Company has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
• The Company will own, and may use and redistribute Unsolicited Materials for any purpose, without restriction and free of any liability or obligation to acknowledge or compensate you.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including without limitation, if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Websites or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Websites.
• Terminate or suspend your access to all or part of the Websites for any or no reason, including without limitation, any violation of these Terms of Use.

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.

Content Standards

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:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy located at https://www.terradatum.com/privacy-policy/.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

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.

Copyright Infringement

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:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

• Terradatum
• Attn: Copyright Agent
• P.O. Box 387
• Glen Ellen, CA 95442
• E-mail: support@terradatum.com

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

Additional terms and conditions may also apply to specific portions, services or features of the Websites. All such additional terms and conditions are a part of these Terms of Use and hereby incorporated by this reference.

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:

• Link from your own or certain third party websites to certain content on our Websites.
• Send emails or other communications with certain content, or links to certain content, on the Websites.
• Cause limited portions of content on our Websites to be displayed or appear to be displayed on your own or certain third party websites.

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:

• Establish a link from any website that is not owned by you.
• Cause the Websites or portions thereof to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Websites other than the homepage.
• Otherwise take any action with respect to the materials on the Websites that is inconsistent with any other provision of these Terms of Use.

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.

Geographic Restrictions

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.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Websites or Services, any information or content acquired by you from the Websites (whether used by you or disseminated to any third party), including, but not limited to, your User Contributions, any use of the Websites’ content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Websites.

Force Majeure

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

Governing Law

All matters relating to the Websites and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice or conflict of law provision or rule (whether of the State of Kansas or any other jurisdiction).

Arbitration and Class Action Waiver

YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND THE COMPANY (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH THE COMPANY, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND THE COMPANY HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. Neither you nor the Company will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and eighty (180) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.

Jurisdiction

Without waiving the foregoing arbitration clause, you agree that any dispute arising from or relating to the subject matter of this Terms of Use shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of Johnson County, Kansas, except where the jurisdiction and venue are mandated by applicable law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

With respect to a Subscriber or a Guest, the Terms of Use and our Privacy Policy, constitute the sole and entire agreement between you and the Company regarding the Website and/or the provision of Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and/or the provision of Services.

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: support@terradatum.com.

Definitions

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.

“Registered User” means a subscriber of Services whose access or use of the Websites or Services are governed, at least in part, by a written agreement separate from these Terms of Use, including by way of example only, by a master services agreement.

“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.

“Subscriber” means a subscriber of Services whose access or use of the Websites or Services is not governed by any written agreement other than these Terms of Use.

“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.