TERMS OF USE
Please read this page carefully, as it contains the terms of a legal agreement that govern your access to, use of, and purchase of services and advertising on AgentsCompared.com (the "Agreement"). By accessing, using, purchasing services or advertising on and/or otherwise utilizing AgentsCompared.com, you acknowledge that you have read, understood and agreed to be bound by the terms contained below. If you do not understand and agree to all of these terms, you may not access, use, purchase services or advertising on, or otherwise utilize AgentsCompared.com.
If you have any questions about these terms, please email us at Questions@AgentsCompared.com. This Agreement was last revised on May 2, 2009.
1. THE WEBSITE AND THE COMPANY
References in this Agreement to the Site shall mean all static and dynamic webpages appearing at the AgentsCompared.com domain. References in this Agreement to the Company shall mean Howard Sheri Corporation, the owner and operator of the Site.
2. DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, notwithstanding the conflict of laws provisions of any state. You irrevocably and unconditionally (a) consent to submit to the exclusive jurisdiction of the state and federal courts in the County of Cook, Illinois (the "Illinois Courts") for any litigation or dispute arising out of or relating to this Agreement or your performance or nonperformance hereunder (including but not limited to collection matters), (b) agree not to commence any litigation arising out of or relating to this Agreement or the Company's performance or nonperformance hereunder except in the Illinois Courts, (c) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum, and (d) agree the Illinois Courts represent the exclusive jurisdiction for all disputes arising out of or relating to this Agreement, or either parties' performance or nonperformance thereunder. Disputes arising out of or relating to this Agreement shall include but not be limited to disputes arising out of or relating to your access to, use of, purchase of services and advertising on, or other utilization of the Site. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to (i) your access to, use of, purchase of services and advertising on, or other utilization of the Site, (ii) the Agreement, or (iii) the Company's performance or nonperformance under the Agreement, must be filed within six (6) months after such claim or cause of action arose, or it shall be forever barred.
3. ACCESS AND USE
a. Access. You shall be solely responsible for hardware, interconnections and telecommunications to access the Site. You agree that you will not use any robot, spider, framing mechanism, other automatic device, or manual process to extract, "screen scrape," monitor, "mine," or copy any static or dynamic web page on the Site or the content contained on any such web page for commercial use without the Company's prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the Site, the Company's computer system, web host, or other infrastructure. You agree not to modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon, the Site or any software or programming related thereto. Any access or attempt to access any areas of the Company's computer system, or information contained on the system, except for the Site and information contained thereon, for any purposes, is strictly prohibited.
b. Use. The Site is for the exclusive use of prospective buyers and sellers of real estate and other individuals that require the services of a real estate professional, and licensed real estate brokers, agents, etc. Subject to the terms contained herein, Company hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, world-wide license to use the Site, which, if you are a prospective buyer or seller of real estate or otherwise require the services of a real estate professional, shall include the right to search and display the agent packages and profiles appearing on the Site for personal, noncommercial use only, provided you do not modify the materials, and which, if you are a real estate broker or agent, shall include the rights of a prospective buyer or seller of real estate, as well as the right to purchase and utilize a Standard Plan or Premium Plan. The Company reserves any rights not expressly granted herein. Except as expressly set forth herein, you may not search, display, print, distribute, copy, reproduce, publish, download, or transmit any information or other content appearing on the Site for commercial use without prior express written approval of Company. You may not "mirror" or "frame" any information or other content contained on the Site on any other server or website, regardless of means, without prior express written approval of Company. The Company reserves the right to monitor your access and use of the Site and your compliance with the terms hereof without notice to you.
c. Use Restrictions. You agree not to post, transmit, e-mail, re-transmit or store material on, through or from the Site which, in the sole judgment of the Company: (1) is in violation of any local, state, federal or non-United States law or regulation, (2) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity or (3) violates the rights of any individual, group or entity, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other materials that are not appropriately licensed for use by you. You shall be responsible for determining what laws or regulations are applicable to your use of the Site. You may only use the Site in a manner that, in the Company's sole judgment, is consistent with the purposes of the Site. If you are unsure of whether any contemplated use or action is permitted, please contact the Company immediately at Questions@AgentsCompared.com. By way of example, and not limitation, the following uses of the Site are expressly prohibited:
i. upload, post, e-mail or otherwise transmit any information, data, text, software, music, sound, photographs, graphics, video, messages or other materials that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or that could give rise to any civil or criminal liability under domestic or international law. Pornography and pornographic related merchandising are prohibited, including providing links to pornographic content elsewhere;
ii. threaten to harm, attempt to harm or actually harm minors or any other persons in any way;
iii. impersonate any person or entity, including, but not limited to, a Company employee or agent, or falsely state or otherwise misrepresent your affiliation with a person or entity, or misrepresent yourself as prospective buyers or sellers of real estate or misrepresent yourself as a licensed real estate broker, agent, etc.;
iv. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Site or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
v. upload, post, e-mail 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);
vi. upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
vii. upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, or solicit any person or company using any telephone number, email address or other contact information found on the Site, for any reason other than communications sent from legitimate users of the Site to real estate agents and advertisers appearing on the Site, or to the Site itself. For purposes of this paragraph (vii), vendors that serve real estate brokers and agents are not legitimate users of this Site. If You breach this Agreement and send unsolicited bulk email or other unsolicited communications of any kind, other than communications sent from legitimate users of the Site to real estate agents and advertisers appearing on the Site, or to the Site itself, you agree that as a reasonable estimation of such harm, you shall pay Company $50 for each unsolicited email you send by means of the Site, or that utilizes information contained on the Site;
viii. upload, post, e-mail 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;
ix. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
x. intentionally or unintentionally violate any applicable local, state, national or international law, but not limited to, regulations promulgated by the Federal Communications Commission, Federal Trade Commission, U.S. Department of Housing, the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, state real estate commissions, and any regulations having the force of law;
xi. "stalk" or otherwise harass another;
xii. 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. This may include, but is not limited to, providing instructions on how to assemble weapons or creating "Crush" sites;
xiii. effecting security breaches or disruptions of Internet communication. Security breaches include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access;
xix. rent, lease, transfer, resell and/or otherwise transfer rights to the Site, including the Site's domain name; and
xx. delete, modify, or write over any portion of any content or software appearing on or relating in any manner to the Site.
Notwithstanding the access and use restrictions set forth in this Section 3 and throughout this Agreement, Company makes no representations or warranties whatsoever that such prohibited conduct will not occur on or in connection with the Site.
d. Hyperlinks. You are granted a limited, nonexclusive right to create a "hypertext" link to the Site provided that such link does not portray the Company or the Site in a false, misleading, derogatory, defamatory or otherwise inappropriate manner. This limited right may be revoked at any time for any reason whatsoever. You may not use framing techniques to display any content, information, layout, design, copyrighted works, trademark, logo or trade name appearing on the Site. Links on the Site to third party websites are provided solely as a convenience to you. If you use these links, you will leave the Site. Company has not reviewed all of these third party websites and does not control and is not responsible for any of these sites, their content or their policies, including, without limitation, privacy policies or lack thereof. Except as expressly set forth on the Site, Company does not endorse or make any representations about third party websites or any information, software or other products or materials found thereon, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to by this Site, you do so entirely at your own risk.
4. PROPRIETARY CONTENT
a. General. The Company's Internet operations, design, hardware designs, algorithms, software (in source and object forms), user interface designs, other templates and designs, algorithms, architecture, class libraries, and documentation (both printed and electronic), know-how, good will, moral rights, trade secrets and any related intellectual property rights throughout the world, and any derivative works, improvements, modifications, enhancements or extensions thereof, shall remain the sole and exclusive property of Company, and you shall have and acquire no interest in them whatsoever.
b. Copyright and Trademark. All information, content and materials that appear on the Site, including, without limitation, text, photographs, images, pictures, graphics and other files, and the selection and arrangement thereof, but excluding information, content, images and materials that are submitted to the Site by users thereof, are copyrighted materials of the Company (the "Copyrighted Works"). The trademarks, service marks, trade names, trade dress and logos used and displayed on the Site (including all page headers, custom graphics, button icons, and scripts), but excluding marks, names and logos submitted to the Site by users thereof, are registered and unregistered trademarks, service marks, trade names, trade dress and logos of the Company (the "Trademarks"). You acknowledge that the Copyrighted Works and Trademarks used and displayed on this Site are and shall remain the sole property of the Company. Nothing in this Agreement shall confer any right of ownership of any of the Copyrighted Works or Trademarks in you. Further, nothing in this Agreement shall be construed as granting, by implication, estoppel or otherwise any license or right to use any of the Copyrighted Works or Trademarks used or displayed on the Site, without the express written permission of the Company. Neither the Copyrighted Works nor the Trademarks may be copied, imitated or used, in whole or in part, without the prior written permission of Company.
c. Company as Intermediary. The Company does not create, make, author, write, or otherwise produce any of the information relating to individual real estate professionals that appears on the Site, including but not limited to the business terms, text, photographs, images and links to third party websites contained in user search results and agent profile pages. All such information is produced and submitted to the Site by real estate professionals that have registered with the Site. Company encourages users to inform it of any outdated, false, misleading or otherwise inappropriate data appearing on the Site. Notwithstanding the foregoing, and regardless of whether Company receives notice of same, Company can not and does not assume any (i) obligation to deter any such materials from appearing on the Site, (ii) obligation to identify or remove any such materials appearing on the Site, or (ii) liability for any such information that appears or remains on the Site.
d. Copyright Infringement. The Company enforces a policy that provides for the termination, in appropriate circumstances, of the rights of users who are repeat infringers, including the termination of services or advertising purchased on the Site.
5. DISCLAIMER OF WARRANTIES
The Site, including all content, services, goods, software, functions, materials, advertising and information found or available thereon, is provided "as is" and "as available" without warranties of any kind, either express or implied. The Company disclaims all warranties, express or implied, of any kind, including, but not limited to, warranties of quiet enjoyment and non-infringement and implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, merchantability of computer programs, data accuracy, system integration, informational content, and others expressly disclaimed below in this Section 5. Company does not warrant or make any representations regarding the operation of or access to the Site, the use, validity, applicability, propriety, accuracy or reliability of, or the results of the use of the Site or any other sites linked to from this Site. The Site materials may be out of date, and Company makes no commitment to update, or cause the update of, information appearing on the Site or otherwise monitor same. Company does not and cannot guarantee or warrant that the files available for downloading from the Site, if any, will be free from infection, viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Company does not warrant that the Site, including any software, materials, products, services or advertisements will be uninterrupted or error-free or that any defects in the Site, including any software, materials, products, or services will be corrected. Company assumes no responsibility for the alteration, deletion, misdelivery or failure to deliver or store any of your communications, data, or personalization settings, including but not limited to messages sent or received by means of the Site. Company makes no warranty that the Site will meet your requirements, that the Site will be secure or error- or virus-free, or that defects in the software driving the Site will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and that you will be solely responsible for any damage to a computer system or loss of data that results from the download of such material and/or data. No advice or information, whether oral or written, obtained by you through the Site shall create any warranty not expressly made herein. The Company makes no warranties regarding the quality, quantity or nature of telephone calls, emails or other inquiries received by brokers, agents or salespersons that have registered on the Site, or advertisers that advertise on the Site. The Company makes no warranties regarding the ability to access or use the Site, or purchase services on the Site, at any particular time or times or from any particular geographic location, area, state or region. The Company makes no warranties regarding the legality or completeness of information appearing on the Site. The Company makes no warranties regarding the legitimacy or suitability of any Site user, or the outcome of making contact with or conducting business with any Site user.
6. LIMITATION OF COMPANY'S LIABILITY
In no event will Company, its parents, subsidiaries, shareholders, directors, affiliates, officers, employees, or agents be liable for any damages, losses, or liability, including, without limitation, (i) direct, indirect, special, incidental, or consequential damages, (ii) damages, losses or liability resulting from lost profits, lost data (or other intangibles), or business interruption, either arising out of or relating to the use of the Site (including the use of the services of any third parties that the Site links to) and any information contained thereon, or the inability to use the Site, (iii) damages, losses or liability resulting from a third party's alteration, acquisition or use of information submitted to the Site by a real estate professional, or (iv) resulting from your failure to comply with this Agreement, whether based on warranty, contracts, statutes, regulations, tort (including but not limited to negligence) or any other legal theory and whether or not advised of the possibility of such damages. If your use of the materials or information from this Site results in the need for servicing, repair or correction of equipment or data, you are responsible for all costs thereof. Your sole and exclusive remedy under this Agreement is to discontinue use of the Site. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
7. INDEMNIFICATION
You agree to immediately notify Company of and defend, indemnify and hold the Company and its shareholders, subsidiaries, affiliates, directors, officers, employees and agents harmless from, any claim, loss, or demand (including reasonable attorneys' fees and costs) made by any third party arising out of or a result of (i) your use of the Site (including the unauthorized use of your account or any other breach of security known to you); (ii) the violation of any term of this Agreement by you; (iii) the direct or contributory infringement by you, or another user using your account, of any intellectual property of any person or entity; or (iv) any information you obtained from the Site.
8. USER SUBMITTED INFORMATION
You are solely responsible for the contents of your submissions or messages intended for the Company or third parties, made to or sent from the Site or otherwise, and same shall be treated as non-confidential and non-proprietary unless expressly stated otherwise. You grant to the Company a worldwide, perpetual, irrevocable, royalty-free, sublicenseable right, in any media now known or currently known, to exercise all copyright and other intellectual property rights with respect to such submissions or messages. You agree that any such submissions or messages, including but not limited to real estate agent information, or any derivative works thereof, may be disseminated, distributed, publicly displayed on third party websites, reproduced, used, sublicensed, posted, or published by the Company, and searched, displayed, printed or otherwise used or exploited by the Site's users, in accordance with the Privacy Policy posted on the Site. You agree that in the event you elect to modify or delete any of the information you previously submitted to the Site, Company shall be under no obligation to modify or delete such information as it appears anywhere other than on the Site. You agree to provide true, accurate, current and complete information and to maintain and promptly update such information to keep it true, accurate, current and complete, including, without limitation, your contact information. By purchasing a Standard Plan or Premium Plan on the Site, you warrant that you are licensed and in good standing with all real estate regulatory bodies that regulate real estate brokerage services in the geographic areas that you include in one or more Packages. You represent and warrant to the Company that any information, photographs, images, graphics, video records or the like, virtual tours, drawings, written descriptions, remarks, narratives, pricing information and other copyrightable elements relating to your registration on the Site do not violate or infringe upon the rights, including any copyright rights, of any person or entity. You further represent and warrant that you will not post or maintain any testimonials or listing information on the Site without the express prior consent of the respective testimonial author or property owner. You further represent and warrant to Company and Site users that the information you submit and maintain on the Site is not outdated, inaccurate, incomplete, false, misleading, fraudulent or otherwise inappropriate. You acknowledge that other Site users may and will rely upon the information you submit to the Site. You understand and agree that Company, in its sole discretion, may determine whether any information you submit to the Site conforms with these Terms of Use and restrictions posted on the Site. In the event Company determines that any information does not conform with these Terms of Use or restrictions posted on the Site, you understand and agree that Company may edit the subject information, without providing you notice or obtaining your authority, and/or issue you a warning, suspend you, or expel you from the Site. In the event of suspension or expulsion, a user shall not be entitled to a partial refund or any other compensation. In the event the Company needs to contact you in connection with materials submitted to the Site, you understand and agree that the Company will rely exclusively upon the email address contained in our database for purposes of making timely contact with you. Company reserves the right to reject and/or place restrictions upon any advertising submitted for display on the Site. HTML and URLs are only permitted on Profile Pages. HTML and URLs are not permitted in Packages, including within narrative fields. When you register on the Site, you understand and agree that your email address will be added to our email mailing list. You agree only to submit Listing and Buyer Packages to the Site in good faith. You agree not to create duplicate, inconsistent, or otherwise inappropriate Listing or Buyer Packages, as determined by Company. You agree not to create Listing or Buyer Packages covering geographic areas that you do not presently serve, or otherwise use the Site to obtain and refer prospects to other agents.
9. USER PASSWORD/SECURITY
If you are a real estate broker, agent or salesperson and register on the site, you will be required to create a password during the registration process which is for your use only. You are fully responsible for maintaining the confidentiality of your password and all actions taken on the Site after access is obtained by means of your password. You agree to immediately notify Company by e-mail at Passwords@AgentsCompared.com in the event your account and/or password becomes comprised or are used without your consent, or in the event of any other breach of security relating to the Site.
10. FEES, REFUNDS AND CANCELLATION
All charges must be paid via PayPal (presently PayPal permits non-members to make certain payments with a credit card). You hereby authorize Company to charge you via PayPal for any charges that you may incur in the future as they accrue. You must notify Company of any changes to your PayPal account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information relating to the Company's ability to charge your account. All sales are final, and there are no credits or refunds whatsoever (including, without limitation, in the event of the termination of this Agreement by either party as set forth in Section 12 hereof, or your suspension or expulsion from the Site). You may alter or remove your Standard Plan or Premium Plan information from the the Site at any time. Failure to make any payment as set forth herein or on the Site shall be deemed to be a material breach of this Agreement and shall be sufficient cause for the immediate termination of this Agreement by Company. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees. All charges shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes or assessments, other than taxes based on Company's net income
11. NO BROKERAGE SERVICES
Neither Company nor any of its officers or employees are real estate brokers or agents. You understand and agree that Company does not offer or provide any advice or assistance in connection with the sale, purchase or leasing of real estate, including but not limited to real estate brokerage services. You understand and agree that the Company does not establish or recommend any upfront fees, closing fees, co-op offers, rebates, referral offers, or other agent business terms, or act on behalf of any buyer or seller.
12. TERMINATION
This Agreement may be terminated by any party immediately for any reason or no reason, including but not limited to your breach of this Agreement. You agree that should you elect to terminate this Agreement, you will provide Company with immediate notice thereof via email at Notices@AgentsCompared.com. Upon any termination of this Agreement, (i) your license and authorization to use the Site, including services previously purchased on the Site, shall terminate immediately without notice; (ii) you must immediately discontinue use of the Site, including removing any hyperlinks to the Site; (iii) you must immediately destroy any copied, downloaded or printed information obtained from the Site; and (iv) the Company will prevent any information you may have previously submitted to the Site from being displayed on the Site. Sections 2, 4, 5, 6, 7, 10, 12, 13 and 15 of this Agreement shall survive any termination of this Agreement. Cancellation by you of any services (including a Standard Plan and Premium Plan) or advertising purchased on the Site, or the expiration thereof, does not, by itself, result in termination of this Agreement.
13. ALTERATIONS TO AGREEMENT/SITE
The Company may alter or amend this Agreement at any time by revising this page, but only after (i) providing real estate professionals that have registered with the Site notice thereof via email and (ii) providing notice thereof on the Site's homepage. By subsequently accessing, using, purchasing services or advertising at or otherwise utilizing the Site, you agree to be bound by any such revisions. Company may alter or amend the content of the Site, including the services available at the Site, at any time and without notice. For example, the Company may, in its sole discretion and at any time, discontinue the Site, or any component thereof.
14. NOTICES
Notices given by Company to you will be sent to the most recent e-mail address or conventional mailing address you provide to Company, if any. Notices given by you to Company must be given by e-mail to Notices@AgentsCompared.com.
15. MISCELLANEOUS
This Agreement shall be deemed to express, embody and supersede all previous understandings, agreements and commitments, whether written or oral, between you and the Company with regard to the subject matter hereof. If any provision(s) of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Company's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. The Section and subsection titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by Company. Neither this Agreement, nor the rights and obligations contained herein, may be assigned in any manner by you without the prior express written permission of Company.