Last Revised September 26, 2016
Purpose of Site
The information and services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal, tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, or employment.
The Site is primarily a platform for one or more parties to share assumptions related to particular real estate transactions. You should use various methods, as well as your own business experience, to value real estate properties. The Site may contain errors. It is your responsibility to double-check the formulas and results generated by the Site. The material contained in the Site has been prepared from sources and data we believe to be reliable, but we make no guarantee as to its accuracy or completeness. You shall be responsible for confirming the accuracy of any information contained in the Site. Additionally, the provision of pre-populated deal assumptions in the Site is not intended to be a representation of a property’s value, and you should carefully review all assumptions for accuracy prior to generating your own model.
Use of Site
- Your internal purposes, including managing your deal flow;
- Providing limited information to your clients and prospective clients; and
- Supporting your valuation, appraisal or counseling regarding a specific property.
Notwithstanding anything to the contrary herein, you agree not to:
- Upload, post or otherwise transmit any portion of the Site on, or provide access to any portion of the Site through, the Internet, any bulletin board system, any electronic network, any list servers or any other sharing arrangement;
- Use any portion of the Site to create, directly or indirectly, any formulas, spreadsheets, database, website or other product directly or indirectly competitive with any portion of the Site;
- Provide, disclose or transmit any portion of the Site to any direct or indirect competitor of redIQ;
- Provide, disclose or share any of redIQ’s proprietary formulas with third parties;
- Use any of redIQ’s proprietary formulas to evaluate deals that were not evaluated initially by you through the Site;
- Use any of redIQ’s’ proprietary formulas following termination of your license to use the Site;
- Modify, merge, decompile, disassemble or reverse engineer any portion of the Site;
- Make use of “framing” or other means of redirecting content;
- Use, reproduce, publish or compile any information from the Site for the purpose of selling or licensing such information or making such information publicly available;
- Copy or use the look and feel of the Site; or
- Use any portion of the Site in a manner that would violate any U.S., international, state or local law, regulation, rule or ordinance, including real estate practice, spam and privacy laws.
You agree that you will not post anything to or via the Site that:
- Is defamatory, libelous, abusive, or obscene, such as anything that encourages conduct that would constitute a crime, create civil liability, or otherwise violate any applicable local, state, federal, or international law;
- Is knowingly inaccurate;
- Infringes on the copyright or any other proprietary right of anyone;
- Would invade the privacy of any other person;
- Is intended to advertise to or solicit others without our express permission;
- Constitutes charity solicitations, chain letters, or pyramid schemes;
- Contains a virus, worm, trojan horse, time bomb, or any other harmful program or component; or
- Does not generally pertain to the designated topic or theme of the Site.
You also expressly agree that you will not:
- After receiving warning, continue to post anything that we have advised you not to post;
- Create a false identity or forged email address or header, or otherwise attempt to mislead others as to the identity of the user on the Site or the origin of any information;
- Post, generate or disseminate so-called “spam” or mass-mailings;
- Harvest or otherwise collect or store information about others, including email addresses, without their consent;
- Interfere with or disrupt networks connected to the Site, or used for purposes of delivering anything related to the Site (or violate the regulations, policies or procedures of such networks);
- Use any automatic queries, including without limitation, any screen or database scraping, spiders, robots, crawlers or any other automated activity with the purpose of obtaining information from the Site;
- Attempt to gain unauthorized access to restricted areas of the Site, other accounts, computer systems or networks connected to the Site, through password mining or any other means;
- Interfere with another of our user’s use and enjoyment of the Site; or
- “Stalk” or harass any person through use of the Site.
Ownership and Confidentiality
You acknowledge that redIQ and its licensors have and shall retain exclusive ownership of all proprietary rights to the Site, the content in the Site (other than as expressly excluded in Submitted Content below), the look and feel of the Site, and the formulas and models used in the Site, including all U.S. and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is not an agreement for sale. You shall have no right or interest in any portion of the Site except the right to use the Site as set forth herein. The Site employs various trademarks and service marks of redIQ and of other third parties. All of these trademarks and service marks are the property of their respective owners. You agree not to use or display them in any manner without the prior written permission of the applicable trademark owner.
You acknowledge that the Site, including, without limitation, the content in the Site, the formulas used in the Site, and the “look and feel” of the Site, constitutes the valuable property and confidential copyrighted information of redIQ and its licensors (collectively, the “Proprietary Information”). You agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge redIQ’s and its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure included in the Site. Without redIQ’s consent, you may not use or reproduce any trademark, service mark or trade name of redIQ.
You agree to treat all Confidential Information in a secret and confidential manner and agree not to reproduce or copy any of such Confidential Information without redIQ’s prior written consent. You further agree that you will not use or disclose any Confidential Information in any manner other than as set forth below under Permitted Uses, provided, that you agree not to disclose any of the Confidential Information to any third party unless such third party has entered into a confidentiality agreement with respect to such Confidential Information. You agree that, upon termination of this agreement for any reason, you will promptly deliver to redIQ all Confidential Information and all copies thereof that are in your possession or control.
License Fees and Term
You agree to pay the fees to which you have agreed on the Site (the “License Fees”). You agree that beginning on the date that you become a paying subscriber to the Site (the “Billing Start Date”), then:
- You shall be responsible for paying the License Fees for the period chosen by you on the Site or in your license agreement from the Billing Start Date (the “Initial Term”), unless earlier terminated pursuant to the terms hereof. Other than expressly set forth below, you cannot terminate this license during such Initial Term. If you terminate this license during the Initial Term (for reasons other than as expressly set forth below), then you shall be responsible for paying to redIQ all of the License Fees for the Initial Term.
- You agree that the License Fees shall be billed in accordance with the billing cycle chosen by you on the Site and are due net thirty (30) days.
- You agree that we can charge the License Fees to your credit card that you have supplied to us or we can collect payment in such other ways as expressly agreed between you and us.
- You agree that following the Initial Term, your license will automatically renew for successive periods of the same length of time as the Initial Term (each such successive period being a “Renewal Term”) commencing on the last day of the Initial Term or any Renewal Term, unless thirty (30) days prior to the last day of the Initial Term or any Renewal Term, either party has provided the other notice of an intent not to renew, which notice may be given through the account maintenance portion of the Site.
- You agree that during any Renewal Term, redIQ may increase the License Fees upon sixty (60) days’ notice to you prior to the beginning of such Renewal Term. Your payment of any invoice for such Renewal Term will constitute acceptance of the renewal price.
- You agree that all payments received after the due date will incur a late payment charge from such due date until paid at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.
- You agree to pay any applicable taxes or duties, including without limitation, sales, use, excise or any other taxes or fees now or hereafter imposed, but excluding any taxes on the income of redIQ.
If you have entered into a license agreement with redIQ, then your license agreement sets forth the license fees and the term of your agreement.
Modifications to the Site
redIQ is continuously updating and changing the Site, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that redIQ shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any part thereof).
Definition and Use: This Site may include opportunities for users to submit information, data, text, photographs, images, graphics, and other content to the Site (“Submitted Content“). redIQ acknowledges that if you provide redIQ with Submitted Content, then you retain any applicable ownership rights that you may have with respect to such content. However, you understand that all such Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that you, and not redIQ, are entirely responsible for all such content that you upload, post, e-mail or otherwise transmit to or via the Site. redIQ is under no obligation to post or use any such Submitted Content you may provide and may remove any such content at any time in redIQ’s sole discretion.
With respect to all Submitted Content you elect to upload, post, e-mail or otherwise transmit to or via the Site, you agree that:
- redIQ may provide such Submitted Content to the individuals and companies specified by you or your agents; and
- redIQ may store and provide backup copies of such Submitted Content.
In addition, unless you “Opt-Out” on the Site (as described in the Opting-Out section below), you agree that redIQ may:
- Aggregate the data into the broader data pool and share it with redIQ’s users at a macro, non-property specific level on an anonymous basis.
Opting-Out: The above notwithstanding, redIQ clients may “Opt-Out” of the data aggregation for Submitted Content:
- If you are a new user to the Site, if you “Opt-Out”, redIQ will not aggregate any data with respect to your Submitted Content unless you subsequently choose to Opt-In on the Site.
- If you are a current user to the Site and you “Opt-Out” after using the Site, then redIQ will not aggregate any data with respect to Submitted Content that you provide after the time that you “Opt Out”, however, data that you provided prior to Opting Out will continue to be aggregated as set forth herein.
Opting-Out for Physical Property Data: The above notwithstanding, redIQ clients may “Opt-Out of Sharing Physical Property Data” for Submitted Content:
- If you are a new user to the Site, if you “Opt-Out of Sharing Physical Property Data”, redIQ will not share any Physical Property Data with respect to your Submitted Content unless you subsequently choose to Opt-In to Sharing Physical Property Data on the Site.
- If you are a current user to the Site and you “Opt-Out of Sharing Physical Property Data” after the Fifteen Day Period, then redIQ will not share any of the Physical Property Data with respect to Submitted Content that you provide after the time that you “Opt-Out of Sharing Physical Property Data”, however, Physical Property Data that you provided prior to Opting-Out of Sharing Physical Property Data may be shared as set forth herein.
Representations: You represent and warrant that (a) you own or have the full right, power and authority to grant to redIQ use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to or via the Site; (b) your license of such content to redIQ hereunder does not, and the use or license of such content by redIQ to third parties will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such content.
YOU ACKNOWLEDGE AND AGREE THAT THE TRANSMISSION AND STORAGE OF DATA AND SUBMITTED CONTENT MAY NOT BE SECURE. You agree that we have no responsibility or liability for the deletion or failure to store any data stored or sent through the Site.
Limitation of Liability
WHILE REDIQ AND ITS LICENSORS AND SUPPLIERS ATTEMPT TO INCLUDE ACCURATE AND COMPLETE CONTENT IN THE SITE AND AN ERROR-FREE SITE, OCCASIONAL ERRORS OR OMISSIONS MAY OCCUR IN THE SITE. NEITHER REDIQ NOT ANY OF ITS LICENSORS OR SUPPLIERS CAN MAKE ANY REPRESENTATION REGARDING THE ACCURACY OR COMPLETEMNESS OF THE CONTENT PROVIDED OR THE ERROR-FREE NATURE OF THE SITE.
YOU ACKNOWLEDGE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, REDIQ AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, CONTRACTORS AND EMPLOYEES (COLLECTIVELY, THE “REDIQ PARTIES”) WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO (a) ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SITE, (b) OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION OR FORMULAS CONTAINED IN THE SITE, (c) THE ERROR-FREE NATURE OF THE SITE, (d) ANY USE OF THE SITE, OR (e) ANY RELIANCE ON THE INFORMATION CONTAINED IN THE SITE, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Disclaimer of Warranties
THE SITE AND ALL PARTS THEREOF ARE PROVIDED ‘AS IS’, ‘WITH ALL FAULTS’, AND ‘AS AVAILABLE’ BASIS AT YOUR SOLE RISK AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. THE REDIQ PARTIES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2) THE QUALITY, RELIABILITY, PERFORMANCE, ACCURACY, TIMELINESS, AVAILABILITY OR COMPLETENESS OF THE SITE, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE SITE CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY REDIQ PARTY, AND (5) THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
Procedure for Making Notification of Claims of Copyright Infringement
NOTICE — U.S. Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States
Except as set forth in the preceding sentence, or as otherwise authorized by redIQ in writing, links to and the framing of this Site or any of its content is prohibited. The Site may include links to other sites, some of them operated by redIQ and some of them operated by third parties. Under no circumstances shall redIQ be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any web site that links to this Site, or is linked to from this Site, or any services that may be offered through such web sites. redIQ has not reviewed any or all of the content of such other web sites, and we disclaim responsibility for the content and services available therein. Different terms and conditions may apply to your use of any linked sites. It is your responsibility to review any such terms and conditions in connection with your use of any such sites. Any issues or disputes that may arise with respect to any such sites shall solely be between you and the applicable third party.
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Relationship Between the Parties. The relationship between you and redIQ is that of independent contractors, and neither party is the employee or agent of the other.
Notices. All notices given hereunder will be in writing, delivered personally or mailed by registered or certified mail, return receipt requested, or delivered by overnight carrier. Notices to be delivered to you shall be delivered to your registration address on file with redIQ. All notices to redIQ shall be delivered to the address set forth below or to such other address as redIQ shall provide from time to time:
ResiModel, Inc. dba redIQ
119 West 24th Street
New York, NY 10011
All notices will be deemed given if delivered personally, on the day of delivery, if mailed by registered or certified mail, three days after the date of mailing, and if delivered by overnight mail, one day after mailing
Force Majeure. Neither party shall have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof, excluding payment options, due to causes beyond the other party’s control, including industrial disputes, acts of God or government, public enemy, war, fire, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting the Site.
Remedies. You acknowledge that in the event of a breach of any of these terms by you, redIQ may suffer irreparable harm and shall be entitled to injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity.
Waiver. The failure of any party at any time to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same.
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