Your use of Commercial IQ ("Website") is subject to all terms of this End User License Agreement ("EULA") between You and Catylist Real Estate Software, Inc. ("CRESI")
1. EULA Terms. The Website and certain of its features are available to you, the licensee, conditioned on your acceptance, without modification, of all terms and conditions of this EULA. If you, or any person acting for you, with your permission, or with a password you made available directly or indirectly to any person (collectively “you" or “your") accesses, uses, derives information from, or places information within the Website, such constitutes your acceptance of all terms of this EULA, as now in existence or as may later be modified in accordance with its terms.
This EULA (including all amendments posted on the Website) is the entire agreement relating to your use of the Website, and supercedes all prior, current, and future oral and written communications, proposals, and representations regarding the Website and the use of any feature thereof.
CRESI may change, from time to time, the Website. CRESI may elect to, but is not obligated to, introduce, or grant different grades of service, different degrees of access to information and/or analysis, or introduce new features in version 1.0 and future versions of the Website which may change functions, limit access to information and/or analysis, and introduce new or revised security restrictions at any time without prior notice, at CRESI's sole discretion, and without making any of the above available to you without liability to CRESI and its affiliates. You agree to bear all risks and hold CRESI and its affiliates harmless for any and all effects that any of the above changes may have on your ability to use the Website for any purpose. CRESI may limit, create different priorities for different users, update, and/or cancel some or all of the functions of the Website at any time, without prior notice. By continuing to use the Website after notice of any change is posted on the Website, you signify your consent to all such changes, including but not limited to all changes to this EULA.
If you do not accept all terms of this EULA you must exit the Website before accessing any of the Website's features, otherwise you have created a legally binding agreement that you will comply with all terms of this EULA.
2. Membership. CRESI may grant you limited access to the Website; however, certain portions of the Website may be available only if you have a membership by opening an account (your "Account") by completing a registration process requiring that you provide current, complete, and accurate information as prompted by the registration process on the Website, which you represent is accurate and complete in all respects and that you are over age eighteen (18), and paying any and all amounts due on or before their due dates. You are responsible for keeping your Account name and password confidential, and are responsible for any and all activities that occur under your Account. You agree to notify CRESI immediately of any unauthorized activity regarding your Account and any other misuse of the Website of which you are aware. CRESI will not be responsible for any loss that you may incur as a result of someone else using your Account, either with or without your knowledge.
3. Software License. CRESI grants you a non-exclusive license to use only specified portions and functions the Website strictly in accordance with all terms of this EULA, which license CRESI may terminate at any time without notice if CRESI believes a violation of this EULA has occurred. Only one individual may use an Account at one time, and a single Account may only be used for the benefit of one (1) individual who is the registered user for that Account.
4. Limitations of License. CRESI AND ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTIES OR GUARANTIES AS TO THE AVAILABILITY. OR RELIABILITY OF THE WEBSITE OR THE INFORMATION YOU OR OTHER USERS PLACE ON THE WEBSITE. CRESI AND ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE WEBSITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. CRESI, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES REGARDING THE WEBSITE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IN NO EVENT SHALL CRESI, ITS AFFILIATES, AND/OR THEIR RESPECTIVE LICENSORS, SPONSORS, SUPPLIERS AND THE EMPLOYEES, DIRECTORS, SHAREHOLDERS, OFFICERS AND AGENTS OF ANY OF THE FOREGOING, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE WEBSITE OR ANY INFORMATION THEREON, OR WITH THE DELAY OR INABILITY TO USE THE WEBSITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF ANALYSIS, OR OTHER PECURSIORY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR THE FAILURE TO PROVIDE SUPPORT FOR, OR RESOLVE ANY SUPPORT ISSUES REGARDING, THE WEBSITE, EVEN IF CRESI, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ANY CASE CRESI'S ENTIRE LIABILITY UNDER ANY PROVISION OF THE EULA SHALL BE LIMITED TO THE AGGREGATE AMOUNT YOU HAVE PAID, OR WHICH HAS BEEN PAID ON YOUR BEHALF TO, CRESI DIRECTLY FOR ACCESS TO THE WEBSITE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5. No Unlawful Or Prohibited Use. As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by this EULA.
6. Links To Third-Party Sites. The Website may contain hyperlinks to websites operated by parties other than CRESI. Such hyperlinks are provided for your reference only. CRESI does not control such websites and is not responsible for their contents. CRESI's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
- 7.1 You agree that any and all information you, or anyone on your behalf, places on the Website shall at all times be:
- 7.1.1 Accurate in all respects to your then knowledge and belief;
- 7.1.2 Corrected promptly by you when any new or revised data or information is available to you or your agents;
- 7.1.3 Authorized in writing to be placed on the Website by all owners of the property.
- 7.1.4 Lawfully placed in the Website and in any of CRESI's hardware and software;
- 7.1.5 Accessed, used, and distributed strictly in accordance with all terms of this EULA.
- 7.1.6 Formatted and within the type, size and other limits as described in the Website, which CRESI reserves the right to modify, including without limitation the number of days that data will remain within the Website, the frequency with which data must be updated by you or will be withdrawn from the Website by CRESI, and the volume of data which you may store on the Website at any one time.
- 7.2 You will abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with the Website and agree not to use the Website or any feature, aspect, or data in, a part of, or from the Website to:
- 7.2.1 Post or send any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
- 7.2.2 Harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent;
- 7.2.3 Transmit through or post on the Website any unlawful, harassing, libelous, abusive, torturous, defamatory, threatening, harmful, invasive to another's privacy, vulgar, obscene, pornographic, or otherwise objectionable material of any kind or nature, or which is harmful to minors in any way;
- 7.2.4 Transmit any material which may infringe upon any intellectual property or other rights of any person including without limitation trademark, copyright, or right of publication in any form or format.
- 7.2.5 Transmit any material that you are aware contains a software virus or viruses, or other harmful or objectionable computer code, files, program, routine such as Trojan horses, worms, time bombs, cancel bots, or popups.
- 7.2.6 Interfere with or disrupt servers, networks, hardware, software, or users connected to, using, or a part of the Website, or violate the licenses, policies, procedures, or regulations of such.
- 7.2.7 Attempt to gain unauthorized access to the Website, other accounts, computer systems, networks, or users connected to or using the Website, through password mining or any other means.
- 7.2.8 Harass or interfere with another user's use or enjoyment of the Website and any of that or other user's data on the Website.
- 7.3 You are responsible for any and all data which you or your designee place on the Website. You indemnify and hold CRESI, its affiliates, licensors, suppliers and sponsors, and their respective shareholders, directors, officers, employees, and agents, harmless from and against any and all claims that any data that you place directly or indirectly within the Website is inaccurate or incomplete in any respects.
- 7.4 All information you place on the Website is accessible by CRESI at all times, and may be revised by CRESI to conform to all the Website requirements, although CRESI is under no obligation to reformat any data and shall not be liable to you or any other person for any data or revisions thereto.
- 7.5 You hereby authorize the Website and CRESI to place cookies and other files on your computer's hard drive or other storage medium to assist the Website in limiting access to only authorized users and recording authentication information for the duration, activities, and content of each session on the Website.
- 7.6 You are responsible for any and all activities that occur under your Account, and must log off and exit from your Account at the end of each session of use. You shall send CRESI notice immediately upon you being aware or suspicious of any unauthorized use of the Website by any person.
- 7.7 In accordance with and within the privacy and other limitations then set forth in the Website, you authorize CRESI full access to any information regarding you, your Account, any information you place on the Website, all cookies and other information, the use of any and all data on the Website. Notwithstanding the above, CRESI will not disclose any information regarding any user or the use of any and all data in the Website without your prior permission except to its affiliates, licensors or sponsors, or in accordance with the Website, this EULA, or as may be required by law or lawful process.
- 7.8 You hereby grant CRESI and its assigns a non-exclusive, unrestricted, perpetual royalty free license to display, publish, and otherwise use any and all property data and information you, or any person designated by you, place on the Website.
- 7.9 Should CRESI reasonably suspect that any material information supplied is untrue, inaccurate, not current, or incomplete, CRESI has the right to suspend or terminate your access to the Website and all data thereon, and may restore access to the Website and any data thereon, in CRESI's sole and absolute discretion, after any and all defaults have been cured to CRESI's satisfaction.
8. Limitations on Use.
- 8.1 You agree that when using the Website, you shall NOT do any of the following:
- 8.1.1 Copy any portion of the Website, other than property data you have been authorized to access, for any purpose.
- 8.1.2 Copy any portion of the Website for transmission or use, directly or indirectly on any computerized electronic exchange other than the Website, excepting only that portion of data on the Website that you uploaded to the Website through your Account only.
- 8.1.3 Grant access to any portion of your Account to any person other than an individual acting solely on your behalf and for your benefit only.
- 8.1.4 Access, or attempt to access, any other person's Account or any portion of the Website which was not specifically granted by this EULA.
- 8.1.5 Transfer, rent, lease, grant a security interest in, or otherwise encumber in any way any portion of the Website or any of your rights to access or use the Website, whether through this EULA or otherwise.
- 8.1.6 Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- 8.1.7 Publish, post, distribute, or disseminate any defamatory, infringing, obscene, indecent, or unlawful material or information.
- 8.1.8 Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- 8.1.9 Upload files that you know contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- 8.1.10 Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
- 8.1.11 Falsify the origin or source of software or other material contained in a file that is uploaded.
- 8.1.12 Advertise or offer to sell any goods or services or conduct or forward surveys, contests, or chain letters.
- 8.1.13 Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner.
- 8.2 You acknowledge that all information you may place on the Website are public, and not private communications. Further, you acknowledge that all information, pictures, analysis, postings, conferences, and other communications by other users are not endorsed by CRESI or its affiliates, and such communications shall not be considered reviewed, screened, or approved by CRESI or its affiliates. CRESI reserves the right for any reason to remove, without notice, any information received from any user or others, including, without limitation, information, pictures, or analysis as to any one or more properties you or others have posted to the Website. CRESI reserves the right to deny in its sole discretion any user access to this Website or any portion thereof without notice.
9. Support. CRESI shall provide only online technical support for any difficulties you may have accessing the Website or any of its features. That technical support shall not include any aspect of your computer's hardware, software, configurations, means of gaining access to the internet, ability to browse the internet, or ability to access any facet or portion of the Website.
10. Force Majeure. The Website contains functionalities and services that allow sending, delivering or receiving information between users, which may be relayed or carried through CRESI, public, third parties' or other networks, systems, servers, websites or applications (e.g. telephone and cellular networks, email servers etc.) ("Third Parties' Network"). The Third Parties' Networks are not controlled by CRESI in any way and CRESI shall not be responsible for the performance, availability, functionality, quality or reliability of any of the Third Parties' Networks or the information sent, delivered, relayed, carried or received through the Third Parties' Networks. Notwithstanding anything herein, CRESI does not warrant or guarantee that the information sent, relayed, carried or delivered through these Third Parties' Networks will reach its destination or its correct address or recipient or that the details of the recipient or sender are correct or accurate. CRESI shall not be liable for, and excused from, any failure to deliver or perform, or for any delay in delivery or performance, due to causes beyond its reasonable control, after exercising its best commercially reasonable efforts to remedy any such failure or delay, including without limitation any government actions, fire, work stoppages, civil disturbances, interruptions of power or communications to CRESI or any facilities used by or for CRESI, failure of internet, hosting, telecommunications, or other services to CRESI or facilities used by or for CRESI, natural disasters, acts of God, or acts of terrorism or war.
11. Export Rules. You agree that no portion of the Website, nor any information thereon, will be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this EULA.
12. Governing Law. This EULA will be governed by and construed in accordance with the substantive laws in force in the State of Delaware, if you are a citizen of the United States, Canada, or Mexico when first opening an Account. The courts of Delaware shall have exclusive jurisdiction over all disputes relating to this EULA. This EULA will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13. Severability. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms. If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the EULA shall continue in effect. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
14. Modification Of These Terms And Conditions. CRESI reserves the right to change the terms, conditions, and notices under this EULA by posting any change on the Website.
- 15.1 You agree that no joint venture, partnership, employment, or agency relationship exists between you and CRESI as a result of this EULA or your use of the Website.
- 15.2 CRESI's performance under this EULA is subject to existing laws and legal process, and nothing contained in this EULA is in derogation of CRESI's right to comply with law enforcement requests or requirements relating to your use of this Website or information provided to or gathered by CRESI with respect to such use.