1.0 Acceptance of Terms and Modifications to This Agreement
IMPORTANT – READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SERVICE OR THE WEBSITE. YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICE OR THE WEBSITE, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH COMPANY. THE WEBSITE IS OPERATED BY COMPANY FROM ITS OFFICES WITHIN THE UNITED STATES, AND COMPANY MAKES NO REPRESENTATION THAT THE SERVICE MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS, AND ACCESS TO THEM FROM TERRITORIES WHERE SUCH ACCESS IS ILLEGAL IS PROHIBITED. YOU AGREE TO COMPLY WITH ALL APPLICABLE LAWS IN USING THE WEBSITE AND THE SERVICES.
Company shall have the right to change the terms of this Agreement (including any addenda) from time to time. Changes shall become effective immediately upon posting at https://www.vestmap.com. If any change in service offerings substantially restricts your lawful use of the Service and is unacceptable to You, You may cancel your account (if applicable) or refrain from using the Service. Company has the right to adopt or amend rules of use or change the terms of this Agreement immediately if such rules or changes are necessary to protect Your personal data or to prevent harm to Company’s network or other persons or property.
2.0 User Account Registration and Password Security
If You sign up to become a registered user of the Service (a “Registered User”), You shall receive a password and an account. You will be required to click on an “I ACCEPT” icon, put a checkmark in a checkbox, or provide some other means of indicating acceptance of this Agreement as specified by Company in order to establish an account. You must be a resident of the United States and over the age of 18 and of the age of majority in your state in order to establish an account.
By registering, you represent and warrant to Company that: (a) you are a resident of the United States and are 18 years of age or older and are of the age of majority in your state of residence as of the time you register as a Registered User; (b) all information provided by you to Company during the registration process is truthful, accurate and complete; (c) you will comply with all terms and conditions of this Agreement; and (d) you will not use the Website, the Service, or the Content or any other materials or information obtained from the Website, for any purpose that is unlawful or prohibited by this Agreement.
You are entirely responsible if You do not maintain the confidentiality of your password and account. Furthermore, You are entirely responsible for any and all activities which occur under Your account. You may change your password at any time. If You forget Your password, You may request it from Company by automated means. You will be required to answer specific questions to confirm Your identification. If You fail to answer such questions properly, Company may deny You access to the Service and data You may have stored.
If You are a Registered User, You may deactivate your account at any time by contacting us at firstname.lastname@example.org. Once Your account is deactivated, it will not be viewable on the Website. As with any web site, even if a user deactivates his/her account, some information previously posted or otherwise uploaded may still be accessible by third parties. Company is not responsible for the continued accessibility of the information posted or uploaded by a Registered User prior to the deactivation of his/her account. You may re-activate your account by contacting us at email@example.com.
3.0 Fees & Services
Prospective renters, owners and agents may use the Service to obtain market information, to conduct rental inquiries or to search for rentals. Owners and agents may post property advertisements to the Service unless the agent is an owner of classified paid listing services in which case they must contact Company to request an account. Company may be contacted at: firstname.lastname@example.org.
Basic access to the Service is provided free of charge, and Company may charge a fee to access additional content, data or for other features, products, services or licenses. Levels of Service and applicable fees are set forth at https://vestmap.com/pricing. Company may from time to time change the elements of the Service that are provided free of charge and/or change its fees. Such changes will be effective upon posting on the Website.
You agree to pay the fees and any other charges (including any applicable taxes) for features, products, services or licenses you purchase or that are purchased through your account in accordance with the fees and billing terms in effect at the time You subscribed to such Service. All fees and charges, when paid, are nonrefundable and accrue on the first day of the initial term or successive renewal term until terminated, regardless of whether or not You actually use the Service. Unless otherwise specified, all fees are in United States dollars and all charges will be made in United States dollars. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider.
You agree to provide Company with complete and accurate billing and credit card information in connection with any paid use of the Service, and You authorize Company, or its designated payment processor, to charge Your specified credit card, debit card or other payment method for all fees and charges incurred. Company reserves the right to refuse or terminate any purchase or attempted purchase at any time in its sole discretion. You understand and agree that if You authorize a payment transaction with your credit card, debit card or other payment method, but Your charge is rejected for any reason, there may be a hold on your use of that transaction amount for several days. If You believe any fees or charges to Your account are incorrect, You must contact Company in writing within thirty (30) days of the date of the fee or charge to be eligible to receive an adjustment or credit.
6.0 Content and Ownership of Data
You understand that all postings, messages, text, files, images, photos, video, sounds, or other materials posted on, transmitted through, or linked from the Service (“Content”), are the sole responsibility of the person from whom such Content originated. Specifically, You are entirely responsible for all Content regarding property listings that you post, email or otherwise make available via the Service. You understand that Company does not control, and is not responsible for, Content made available through its Service, and that by using this Service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You acknowledge that Company does not pre-screen or approve Content, but that Company shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via the Service, for violating the letter or spirit of this Agreement, or for any other reason. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will Company be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transferred or otherwise made available via the Service. Company has no obligation whatsoever to provide You access to Your Content upon the expiration or termination of your Service account.
6.1 Fair Housing Policy
You understand that all property listing Content must comply with the US Fair Housing Act, as well as all other applicable federal, state and local laws and regulations, and You agree to use the Service only in compliance with such laws and regulations. More information about compliance may be found at https://vestmap.com/pages/fair-housing.
Company may conduct random searches for property listing Content (including Postings, Webflyers and Webfolios) on the Website which may violate fair housing laws or may otherwise be deemed discriminatory or in violation with this Agreement. If any of Your Content is determined by Company to be in violation or potentially in violation of fair housing laws or this Agreement, the Content may be immediately removed from public view with a notice sent to You via email. If You continue to post Content on or through the Service that is in violation or are potentially in violation of fair housing laws or this Agreement, Company reserves the right to immediately terminate all Services to You without further warning.
6.2 Your Content.
As between You and Company, You will at all times be the owner of the Content You personally enter into the Service. Furthermore, You understand that once made public, Your Content may at any time be commingled with other user data to show comparative results and may be retained by Company indefinitely to show historical and or statistical reports. If You remove or request removal of your Content from the Service, your property listing(s) will be removed from public view and Your previously public commingled Content will be retained for statistical and/or historical reporting and Company will have a perpetual, worldwide, royalty-free license to use the same for such purposes.
Once Content becomes publicly available on the Service, the use of Your Content by other users of the Service is outside Company’s control. Company shall have no responsibility with respect to the use of your Content by such users. You have the responsibility to check and maintain the accuracy of your Content and to promptly inform Company in the event that you suspect a defect in the Service may be affecting your Content. You understand that although the Service includes certain security protections, your Content could be disclosed as a result of a failure or breach of the security of the Service or Company ‘s network, or as a result of errors in the Service or Company’s network and, to the fullest extent permitted by applicable law, you release Company from any liability for loss or damage caused by or resulting from any failure or breach of security or from errors in the Service or Company’s network. Company does not review messages or confirm the validity of information received. Company is not responsible for the content of any messages or other Content posted or sent through the Service. Company does not vouch for or warrant the accuracy, completeness or usefulness of any Content. All posted Content express the views of the author of the Content, not necessarily the views of Company or any entity associated with Company.
6.3 Company Data and Property
As between You and Company, Company is the sole owner of the Service, the databases and all patents, patent applications, trademarks, copyrights and other proprietary rights of any kind or nature whatsoever related to the Service or the Website (collectively, the “Company Intellectual Property”). By accessing Company services You obtain no ownership rights in Company Intellectual Property. Rather, You have a non-exclusive, terminable license to use the Service solely as set forth in this Agreement as long as You are in compliance with the terms in this Agreement. All rights not expressly granted to You in this Agreement are expressly reserved to Company.
6.4 Linked Content
Company provides links to other sites and resources over which Company has no control. Company is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Company makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your use of, or linking or posting to, any other websites is at your own risk.
6.5 API Terms and Conditions
Depending upon your level of Service, you may be provided access to one or more of the Company’s application programming interfaces (the “APIs”). In order to obtain access to the APIs, You must have a registered account and agree to the additional terms and conditions set forth in the vestmap API License Addendum attached hereto and incorporated herein by reference (the “API Addendum”). Any use of the APIs and related Rental Statistics (as defined in the API Addendum) by You is further subject to and limited by the terms and conditions set forth the API Addendum.
Company reserves the right to release subsequent versions of the APIs and to require You to obtain and use the most recent version. If a modification is unacceptable to You, You may cease use of the APIs at any time. If You continue to use the APIs, You will be deemed to have accepted the modifications.
7.0 Advertisements and Promotions
You agree to not use the Service to: (a) upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (e) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (f) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (g) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (h) intentionally or unintentionally violate any applicable local, state, national or international law; (i) “stalk” or otherwise harass another; (j) collect or store personal data about other users; (k) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or (l) use or attempt to use any so-called “spider”, “robot,” “bot”, “scraper”, “data miner” or any other program, device or algorithm, process or methodology to access, acquire, copy or monitor the Website (or portions thereof).
9.0 Anti-Spam Policy
You understand and agree that sending unsolicited email advertisements of Your real estate listing pages included on the Service is strictly prohibited.
Any unauthorized use of Company computer systems and transfer of unsolicited email is a violation of this Agreement and certain federal and state laws. Such violations may subject the sender/transmitter and his or her agents to civil and criminal penalties.
You agree to indemnify and hold Company, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any and all claims, demands, including reasonable attorneys’ fees, arising out of or resulting from Your Content, Your use of the Service, Your connection to the Service, Your violation of this Agreement or applicable laws, or Your violation of any rights of another.
11.0 Modification of Service
Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) or the APIs with or without notice. You agree that Company shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service or the APIs.
12.0 Disclaimer of Warranties
13.0 Disclaimer of Liability
YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND USE OF YOUR CONTENT. UNDER NO CIRCUMSTANCE WHATSOEVER SHALL COMPANY HAVE ANY LIABILITY OF ANY KIND OR NATURE WHATSOEVER FOR THE ACCURACY OF YOUR CONTENT OR THE USE OF YOUR CONTENT BY ANY PERSON OR ENTITY TO WHOM YOU HAVE GRANTED ACCESS OR FOR THE USE OF YOUR CONTENT BY ANY PERSON WHO MAY OBTAIN ACCESS TO YOUR CONTENT THROUGH A FAILURE OR BREACH OF SECURITY OF THE SERVICE OR COMPANY’S NETWORK OR THROUGH ERRORS IN THE SERVICE. UNDER NO CIRCUMSTANCE WHATSOEVER SHALL COMPANY HAVE ANY RESPONSIBILITY OR LIABILITY FOR THE FAILURE OF ANY INSTITUTION OR OTHER ENTITY TO MAINTAIN THE ACCURACY OR INTEGRITY OF THEIR RESPECTIVE FILES INCLUDING, BUT NOT LIMITED TO, THOSE FILES WHICH IDENTIFY REVIEWERS OR FOR ANY TEMPLATE, FORM OR OTHER CONTENT WHICH ANY INSTITUTION, REVIEWER OR OTHER ENTITY MAY PROVIDE ACCESS TO YOU THROUGH THE SERVICE.
COMPANY SHALL HAVE NO LIABILITY FOR ANY THIRD PARTY LINKS ADDED TO THE SERVICE BY YOU, YOUR INSTITUTION OR ANY OTHER USER OF THE SERVICE. USE OF THIRD PARTY LINKS IS AT YOUR SOLE RISK AND DISCRETION. RESULTS GENERATED FROM THE USE OF THE SERVICE DO NOT CONSTITUTE INVESTMENT ADVICE. THE SERVICE DOES NOT MAKE RECOMMENDATIONS ON PURCHASES, SALES OR INVESTMENTS.
14.0 Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF FILES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF OPPORTUNITY, OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE,THE WEBSITE, THE APIS (INCLUDING RELATED RENTAL STATISTICS), OR THE CONTENT, OR RESULTING FROM FAILURE OR BREACH OF SECURITY, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR LOSS OF FILES OR DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR PERFORMANCE, REGARDLESS OF THE CAUSE INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S NETWORK, PROGRAMS OR SERVICES, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, THE WEBSITE, THE APIS (INCLUDING RELATED RENTAL STATISTICS), OR THE CONTENT, OR RESULTING FROM FAILURE OR BREACH OF SECURITY, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OR LOSS OF FILES OR DATA, ERRORS, DEFECTS, DELAYS IN OPERATION OR PERFORMANCE, REGARDLESS OF THE CAUSE INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S NETWORK, PROGRAMS OR SERVICES, OR FOR ANY CLAIM BY ANY OTHER PARTY, EXCEED $50.00.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS AND/OR THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THE LIMITATION OF CERTAIN LIABILITIES, THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO YOU, AND IN SUCH JURISDICTION COMPANY’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Although Company makes efforts to address questions and requests for changes, Company has no obligation to support the Service, correct any defects or create any upgrade. Company, at its sole option, at any time, may cancel and/or modify the Service, or establish rules relating to its use.
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, is the property of Company or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Company and protected by U.S. and international copyright laws. All software used on this site is the property of Company or its software suppliers and protected by United States and international copyright laws.
16.1 Notice And Procedure For Making Claims Of Copyright Infringement
All content posted on vestmap.com must comply with U.S. copyright law. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512, as amended) (“DMCA”), if You believe that your work has been copied, adapted, reproduced, or exhibited on the Website in a manner that constitutes copyright infringement, please provide Company’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Company that Your copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that You claim has been infringed upon;
- A description of where the material You claim has been infringed upon is located at the Company’s site, with enough detail to enable Company to locate the material at the site;
- Your address, telephone number, and e-mail address;
- A statement by You that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
Please consult your legal adviser before submitting written notification, as the above-stated requirements may have changed. For further information about the DMCA, please visit the website of the U.S. Copyright Office at:
17.0 Term and Termination
This Agreement is made effective by Your initial use and access of the Website or the Service and shall continue in full force and effect for so long as You continue to access the Website or the Service. Company may terminate this Agreement, without giving up its right to use any other remedy it may have, if You fail to comply with any of the terms of this Agreement or upon any threat of imminent damage or harm to Company, Company’s network or users of the Service, and Company may remove your Content (or other data) from Service or Company may terminate your access to the Service or any portion of the Service.
18.0 General Provisions.
18.1 Entire Agreement. This Agreement shall constitute the entire agreement between the parties hereto. No provision of this Agreement may be terminated, waived or modified unless set forth in a written agreement signed by both parties to this Agreement or pursuant to Company posting updated terms as described above, or by you accepting new terms at the time of accepting an upgrade or new version or by general use of the Service.
18.2 Assignment. You shall not assign this Agreement without the prior written consent of Company. Company reserves the right to assign or otherwise transfer all or any portion of this Agreement; provided, however that any assignee or transferee agrees to be bound by the terms and conditions hereof.
18.3 Your Password (if applicable). You shall not permit or allow any other person to use Your password to access the Service.
18.4 Governing Law. This License Agreement shall be construed, interpreted and governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in Suffolk County, Commonwealth of Massachusetts, USA and you agree to submit to the personal jurisdiction of any such court. . The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
18.5 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Company services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
18.6 Force Majeure. Company shall not be responsible or liable for any damages to You by reason of any extraordinary event, such as state or governmental action, war, terrorism, riot, labor dispute or strike, accident, fire, flood, storm, natural catastrophe or prolonged shortage of energy supplies, theft, disruption in connectivity or any other cause beyond the reasonable control of Company.
18.7 Waiver and Severability of Terms. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
18.8 Remedies. You acknowledge that Your breach of the terms or restrictions contained herein may cause irreparable harm to the Company, the extent of which would be difficult to ascertain. Accordingly, You agree that, in addition to any other remedies to which the Company may be legally entitled, the Company shall have the right to seek immediate injunctive relief in any court of competent jurisdiction in the event of a breach of this Agreement by You or any of Your officers, employees, consultants or other agents or in order to protect Company’s copyrights, patents, trade secrets or other intellectual property.
18.9 Survival. The provisions of Sections regarding refunds, privacy, content and ownership of data, advertisements and promotions, conduct, indemnity, disclaimers of warranties and liability, limitations of warranty and liability, support, copyright, term and termination and the general provisions shall survive the expiration or termination of this Agreement for whatever reason whatsoever.
18.10 Notice By Electronic Communications. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications by Company and its suppliers regarding use of the Service (“Communications”) by You, may be provided to You electronically and You agree that such Communications may be in electronic form. Electronic Communications may be delivered to any email address provided by You for such purpose, or Communications may be posted on the pages within Company’s web site. Communications may be printed and retained, and Company recommends that You print and retain copies of all Communications. All Communications in either electronic or paper format will be considered to be in “writing”. Company reserves the right but assumes no obligation to provide Communications in paper format. You may revoke Your consent to receive electronic Communications by notifying Company of Your decision to do so, by sending an e-mail message to Company at email@example.com or by telephoning support at 1-888-923-5767 in the United States . If You revoke Your consent to receive Communications electronically, Company may terminate Your right to use the Service.
Copyright ©2021 vestmap, Inc.
API LICENSE ADDENDUM
- API and Content Description. The Company’s application programming interfaces and their associated tools and documentation (the “API” or “APIs”) are designed to permit Licensee to receive rental data, information and analyses (collectively, “Rental Statistics”) from Company’s proprietary database so that Licensee can create an application or service or enhance an existing application or service (Licensee’s “Application”).
- API and Rental Statistics License. Subject to the terms and conditions of the Agreement, Company grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under Company’s intellectual property rights during the term of the Agreement (a) to use the APIs to develop, test, and support the Application; (b) to distribute or allow access to Licensee’s integration of the APIs within the Application to end users of the Application; (c) to display the Rental Statistics received from the APIs within the Application; and (d) to use the Rental Statistics for Licensee’s own internal research and analysis purposes. Licensee has no right to distribute or allow access to the stand-alone APIs. Licensee shall use reasonable commercial efforts to prevent Rental Statistics from being downloaded in bulk or otherwise scraped, including efforts such as use of CAPTCHA programs, velocity checks, and source IP address analysis.
- Company Documentation. Licensee’s use of the APIs and display of the Rental Statistics is subject to the technical documentation, usage guidelines, call volume limits, and input requirements (the “Company Documentation”) maintained on Company’s website at www.vestmap.com, as such Company Documentation (including pricing schedules) may be updated from time to time in Company’s sole discretion. In the event of any conflict between the Company Documentation and this Agreement, this Agreement shall control.
- Restrictions and Obligations. Except as expressly and unambiguously authorized under this Agreement or by Company in writing, Licensee shall not (i) disclose or provide the APIs or API Key to any person or entity other than to Licensee’s employees or independent contractors who are individuals, provided (a) such independent contractors may only use the API and the API key to develop, test, and support the Application, (b) such independent contractors agree to be bound by the terms of this Agreement, and (c) Licensee hereby agree to be responsible for, and liable to Company for, any breaches of such agreements by Licensee’s independent contractors; (ii) use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Company Documentation, or breach any laws or regulations, or violate the rights of third parties; (iii) remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials Licensee receives or accesses pursuant to this Agreement, including but not limited to, the APIs, the Company Documentation, and the Rental Statistics; (iv) advertise the product or services of Company’s competitors in the Application; (v) sell, lease, share, transfer, sublicense or fail to protect the confidentiality of any Rental Statistics obtained through the APIs, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party; (vi) use the APIs in a manner that, as determined by Company in its sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Company Documentation; (vii) use the APIs in conjunction with, or combine content from the APIs with, Rental Statistics obtained through scraping or any other means outside the official Company APIs; (viii) interfere with or disrupt Company services or servers or networks connected to Company services, or disobey any requirements, procedures, policies or regulations of networks connected to Company services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through Licensee’s use of the APIs; or (ix) copy adapt, reformat, reverse-engineer, disassemble, decompile, download, translate or otherwise modify the APIs, Rental Statistics, Company’s website contents or services, or any of Company’s other services, through automated or other means.
- Licensee Obligations. Licensee shall (i) comply with all Company Documentation, and (ii) prominently provide attribution to the Company, in a form acceptable to Company, in connection with any publication or presentation of Rental Statistics by Licensee. Except for such approved attribution, this Agreement does not include any right of Licensee to use any trademark, service mark, trade name or any other mark of Company or any other party or licensor.
- Proprietary Rights. As between the parties, Company owns all rights, title, and interest in and to the Rental Statistics and the APIs and to all output and executables of the APIs, and, subject to the foregoing, Licensee owns all rights, title, and interest in and to the Application. Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld and reserved.
- User Agreements. Licensee shall enter into a valid and binding end user license agreement with all users of Licensee’s Application (the “EULA”) that contain provisions that contain all of the restrictions on the use of the Rental Statistics as those contained in this Agreement. Additionally, such EULA shall contain limitations of liability and warranty disclaimers with respect to the Rental Statistics consistent with the limitations contained herein.
- Fees. Licensee shall pay the fees set forth in the then current pricing schedule published in the Company Documentation. All fees shall be non-refundable, and payable in United States dollars on the date they come due. Fees will be payable in the manner specified by Company. If based on Company invoices, such fees shall be payable within fifteen (15) days from the date on the applicable invoice. Licensee shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type assessed against Company except for taxes on Company’s income. Company reserves the right to disable Licensee’s API access in the event of a failure by Licensee to pay any fees when due, or if Licensee changes its subscription to a service level that does include API access.
- Support. Licensee agrees to report to Company any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. Company is in no way obligated to provide Licensee with any error correction or support, but may provide whatever error correction and/or support services Company may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API).
- Interoperability. Licensee shall endeavor to inform Company with respect to the interoperability and compatibility of Licensee’s products with Company’s management systems as contemplated herein, and any issues or problems with respect thereto; Licensee will use its best efforts to achieve full interoperability and compatibility.
- Modification of APIs. Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the APIs (or any part thereof) with or without notice.
- Confidentiality. The API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Company’s confidential information (“Confidential Information”). Licensee hereby agrees (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Licensee employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement, and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing. Licensee acknowledges and agrees that due to the unique nature of the Company’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
- Indemnity. Licensee agrees that Company shall have no liability whatsoever for (i) any use Licensee makes of the API or (ii) Licensee’s Application. Licensee shall indemnify and hold harmless Company from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from the foregoing (i) or (ii).
- Termination. Any termination of the Agreement shall also terminate the licenses granted hereunder. Upon termination of the Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Company’s Confidential Information and, upon Company’s request, shall so certify to Company that such actions have occurred. Sections 4, 5 and 12 through 17 (and any accrued rights to payment) shall survive termination of this Agreement.
- Government Use. If Licensee is part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
- Export Controls. Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the APIs in violation of any such restrictions, laws or regulations. By downloading or using the APIs, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
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