IMPORTANT NOTICE TO USER – PLEASE READ CAREFULLY
1. Access to Network. The Company hereby grants to you, and you hereby accept, a limited, revocable, non-exclusive right to access the Network solely for purposes directly related to your professional activities arising in the ordinary course of business, subject to and in accordance with the terms and conditions hereof. Any other use of the Network is strictly prohibited.
2. Membership Fees. Becoming a member of the Network is free. However, we may subsequently choose to charge a fee for membership in the Network by posting notice thereof on the Network website prior to implementation of the change.
3. Solicitation. Soliciting any of the individuals or companies listed on this web site for purposes of selling products or services other than the real estate related products and services for which this web site was specifically designed is prohibited.
4. Use of Network. In connection with your activities on the Network, you shall (i) operate your business in accordance with all applicable laws and regulations, (ii) to the extent reasonably practical, use the Network to obtain products and services of the type offered by members thereof, (iii) consistently encourage the use of the Network by appraisers and other participants in the real estate mortgage industry, (iv) promptly respond to all requests for services or products received from, and promptly pay for all services or products ordered from, other members of the Network, (v) make no false or misleading representations to any party with regard to the Network or any product or service offered by you, and (vi) not participate or engage in any illegal, deceptive, misleading, unethical or improper practice or infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. You further agree not to (vii) disseminate any information about another member of the Network without the prior consent of such member, or (viii) send unsolicited e-mails or other types of communications to any member of the Network for any purpose other than requesting the delivery of products or services provided by such member or a proposal to provide any such product or service.
5. Use of Name. You hereby grant to the Company the right to include your name and/or company logo in the Network membership directory and in advertisements and releases promoting the Network.
6. Termination. The Company may terminate this Agreement, at any time, with or without cause, upon written notice to you. Upon termination of this Agreement, all rights and obligations of the parties hereto (excepting those set forth in Sections 7, 8, 9, 10, 11 and 13) shall terminate. In addition, you agree to immediately cease and desist from accessing the Network and from holding yourself out as a member of the Network.
7. Company’s Rights. You hereby acknowledge that the Network is the proprietary property of the Company, the names and marks “XSites” and “XSites Network,” and all associated names, marks and logos (collectively, the “Marks”) are the trademarks and/or service marks of the Company or its affiliates, and that any trade dress, trademarks, service marks or designs related to XSites, XSites Network and/or the Marks are the intellectual property of the Company and are protected by United States copyright laws, trademark laws, trade secret laws, international treaties and applicable laws of the states and jurisdictions where they are used. This Agreement does not grant to you any ownership rights in the Marks or in any other intellectual property of the Company. All right, title and interest in and to the Marks, and any other intellectual property of the Company shall remain with the Company. You further acknowledge that the Network and its functionality, structure and organization, and the code format of the Network are valuable confidential trade secrets of the Company.
8. LIMITED WARRANTY. THE NETWORK IS PROVIDED “AS-IS” AND “WITH ALL FAULTS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE NETWORK, INCLUDING WITHOUT LIMITATION ITS FITNESS FOR A PARTICULAR PURPOSE, ITS QUALITY, ITS MERCHANTABILITY, ITS PERFORMANCE, ITS NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, OR THE RESULTS OBTAINED BY USING THE NETWORK. THE COMPANY DOES NOT WARRANT THAT THE NETWORK IS FREE FROM BUGS, VIRUSES, ERRORS OR OTHER PROGRAM LIMITATIONS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING ON “I AGREE” AT THE BOTTOM OF THIS FILE.
9. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOU HAVE NOT PAID ANY FEE TO BECOME A MEMBER OF THE NETWORK. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR ANY COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER LOSS) (COLLECTIVELY “LOSSES”) ARISING OUT OF YOUR PARTICIPATION IN THE NETWORK, EVEN IF A REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, AND REGARDLESS OF WHETHER LOSSES ARE SUFFERED BY YOU OR ANY OTHER THIRD PARTY.IN ANY EVENT, THE COMPANY’S ENTIRE LIABILITY FOR ANY LOSS SHALL BE LIMITED TO U.S. $100.00. YOU AGREE THAT THE FOREGOING REPRESENTS A FAIR ALLOCATION OF RISKS HEREUNDER AND IS A MATERIAL INDUCEMENT FOR THE COMPANY TO ENTER INTO THIS AGREEMENT. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY JURISDICTION WHERE THE EXLCUSION OR LIMITATIONS ON THE TYPE AND/OR AMOUNT OF LOSSES DO NOT APPLY, THE COMPANY’S LIABILITY FOR LOSSES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY SUCH JURISDICTION’S LAWS.
10. Indemnity. You will indemnify, defend and hold harmless the Company and its officers, directors, employees and agents (each, an “Indemnified Party”) from and against any and all claims, demands, losses, costs, expenses, liabilities and damages of any kind or nature whatsoever (collectively, “Damages”) incurred by any Indemnified Party arising out of, in connection with or resulting from (i) your participation in the Network or (ii) your breach of this Agreement; provided, however, that in the event any such Damages are primarily caused by the gross negligence or willful misconduct of the Company, your indemnification obligations hereunder shall not apply.
11. Release. In the event a dispute arises between you and any other member of the Network, you shall and do hereby release the Company and its officers, directors, employees and agents from any and all claims, demands, losses, costs, expenses, liabilities and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
12. Information Control. The Company does not control the information provided by other members that is made available through the Network. You may find other member’s information to be inaccurate or deceptive. Please use common sense when transacting business over the Network.
Site owner is not liable for changes in the market that change buyer/seller conditions.
13. Governing Law. This Agreement shall be construed and governed by the internal laws of the State of Florida, U.S.A., excluding the application of its choice-of-law principles. Notwithstanding anything to the contrary herein, the Company may seek any interim or preliminary relief from a court of competent jurisdiction in Collier County, Florida necessary to protect the rights or property of the Company.
14. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement may be assigned by the Company, in its sole discretion, to a third party in the event of a merger or acquisition. This Agreement sets forth the entire understanding and agreement between you and the Company with respect to the subject matter hereof.
15. Amendments. The Company may amend this Agreement at any time by posting the amended terms on the Network website. Except as stated above, all amended terms shall automatically be effective when posted on the Network website. This Agreement may not be otherwise amended except in a writing signed by you and the Company.
16. No Waiver. Neither the failure nor the delay of the Company in exercising, enforcing or taking action against you with respect to any of the Company’s powers or rights shall operate as a waiver of such powers or rights. No single or partial exercise by the Company of any of its powers or rights will preclude the Company from exercising such powers and rights in the future or from exercising other powers and rights.
17. Section Headings. The headings of sections in this Agreement are provided for convenience only and will not affect the construction of the sections.
18. Fraud. Without limiting any other remedies, the Company may suspend or terminate your membership in the Network if the Company suspects that you (by conviction, settlement, investigation or otherwise) have engaged in any fraudulent activity in connection with the Network.