Terms of Use

Last Revised September 26, 2016

 

This online agreement (the “Terms of Use”) is a binding legal contract between ResiModel, Inc. dba redIQ (“redIQ”, “we”, “us” or “our”) and you (“you” or “your”) that governs your use of this website, which includes, without limitation, all content, such as text, information, images, formulas, models, look and feel, Microsoft Excel files, applications and services made available to you through this website by us and by third parties (collectively, the “Site”).  Your use of certain services within the Site may be subject to additional terms or guidelines.  Any new features that enhance the Site are subject to these Terms of Use.  Notwithstanding anything to the contrary herein, if you and redIQ have entered into a separate written agreement that covers your use of a redIQ service, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use. By using the Site, you agree to be bound by these Terms of Use.

Changing the Terms of Use

We reserve the right, in our complete and sole discretion, to change these Terms of Use at any time by posting revised terms on the Site. It is your responsibility to check periodically for any changes we may make to the Site and these Terms of Use. We will add a “Last Revised” date to the Terms of Use in order for you to know when the Terms of Use have been changed. Your continued use of the Site following the posting of changes to these terms or other policies means you accept the changes. If at any time you do not agree to the revisions we make to these Terms of Use or the Site, you should immediately stop accessing and using the Site.

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

During the term of this agreement, you are permitted to use, view and reproduce portions of the Site, subject to and in accordance with these Terms of Use.  Except as expressly set forth in these Terms of Use, nothing herein shall be construed as conferring to you any license, title or ownership of any of portion of the Site.

Permitted Uses

Subject to the provisions of these Terms of Use, you may use the Site in the ordinary course of your business for:

  1. Your internal purposes, including managing your deal flow;
  2. Providing limited information to your clients and prospective clients; and
  3. Supporting your valuation, appraisal or counseling regarding a specific property.

Subject to the provisions in your license agreement and these Terms of Use, you may print information or copy information from the Site into word processing, spreadsheet and presentation, so long as the level of information being printed or copied is reasonably tailored for your purposes, insubstantial and used in compliance with these use, prohibited use and copying provisions.

Prohibited Uses

Notwithstanding anything to the contrary herein, you agree not to:

  • Distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Site, or modify or create derivative works of the Site, other than as expressly permitted in these Terms of Use;
  • 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:

  1. 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;
  2. Is knowingly inaccurate;
  3. Infringes on the copyright or any other proprietary right of anyone;
  4. Would invade the privacy of any other person;
  5. Is intended to advertise to or solicit others without our express permission;
  6. Constitutes charity solicitations, chain letters, or pyramid schemes;
  7. Contains a virus, worm, trojan horse, time bomb, or any other harmful program or component; or
  8. Does not generally pertain to the designated topic or theme of the Site.

You also expressly agree that you will not:

  1. After receiving warning, continue to post anything that we have advised you not to post;
  2. 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;
  3. Post, generate or disseminate so-called “spam” or mass-mailings;
  4. Harvest or otherwise collect or store information about others, including email addresses, without their consent;
  5. 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);
  6. 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;
  7. 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;
  8. Interfere with another of our user’s use and enjoyment of the Site; or
  9. “Stalk” or harass any person through use of the Site.

You agree that we and all other persons or entities involved in the operation of the Site have the right to monitor, retrieve, store and use any information or communications you post to or via the Site and are acting on your behalf in transmitting your information and communications. However, we do not routinely screen or monitor, and are not responsible for screening or monitoring, any information or communications you post to or via the Site. If notified by one of our users of any material that is alleged not to conform to the terms of these Terms of Use, we may investigate the allegation and determine in our sole discretion to remove or request the removal of the material. We reserve the right to remove any material at any time from the Site, regardless of whether that material violates these standards for content.

Passcodes

You must have a username and password to access and use the Site. You shall be liable for any violation of the provisions of this Agreement by your employees, contractors, affiliates and agents and for any unauthorized use of the Site by such persons.  You agree to provide us with accurate and complete registration and billing information when you register to use the Site, and agree to provide us with any updates to such information. Your username, password, and any additional codes or passwords are collectively referred to herein as “IDs”. You are responsible for maintaining the strict confidentiality of your IDs. Your IDs are personal to you. You agree that you will not allow anyone to use your IDs to access or use the Site. You agree that you will log out of your access to the Site each time you finish using the Site. You are responsible for any charges, damages, or losses that may be incurred or suffered as a result of your failure to keep your IDs secret. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person or entity to access or use the Site using your IDs. You agree to immediately notify us if you become aware of any unauthorized use of your IDs or any use of your IDs not permitted pursuant to these Terms of Use. You may not sell, trade, resell, or commercially exploit your IDs or the use of or access to the Site that your IDs allow.

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 acknowledge and agree that you will have access to and will come into contact and learn various trade secrets and other confidential information, which are the property of redIQ (collectively, “redIQ Confidential Information”). In addition, certain of the content provided to you via the Site is subject to confidentiality agreements between you and third parties (the “Third Party Confidential Information”, and together with the redIQ Confidential Information, the “Confidential Information”).  You acknowledge and agree that you are being provided access to such Trade Secrets and Confidential Information, subject to and solely based upon your agreement to the covenants set forth in these Terms of Use and you would not otherwise be afforded access to such information. Such Confidential Information includes, but is not limited to: (i) the content, text, information and images included in the Site; and (ii) the formulas, models, applications, look and feel, software and programs used by redIQ on the Site; all of which information you acknowledge and agree is not generally known or available to the general public, but has been developed, compiled or acquired by redIQ or a third party at its great effort and expense.

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.

Free Trial

From time to time, at redIQ’s sole discretion, redIQ may offer a free trial period (“Free Trial”) to certain individuals (“Free Trial Participant“). redIQ will make such Free Trial available on the Site or specifically notify the Free Trial Participants of their eligibility to participate in the Free Trial. Unless terminated sooner by redIQ, the Free Trial shall last for the length of time specified on the Site or in any notification to the Free Trial Participant by redIQ. The terms set forth on the Site or in that notification, combined with these Terms of Use, shall constitute a license agreement between redIQ and the Free Trial Participant relating to such individual’s access to and use of the portion of the Site being offered through the Free Trial. During the Free Trial, the Free Trial Participant may use the Site during the Free Trial subject to and solely in accordance with the terms outlined in such license agreement relating to the Free Trial (which includes these Terms of Use).  You agree that you shall only be entitled to one Free Trial period and that if you access the Site following the Free Trial, you shall be responsible for payment of License Fees.

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).

Termination

You may terminate your license to use the Site at any time during the Free Trial period.  Following the Free Trial period, you may terminate your license and shall not be responsible for paying any License Fees following the date of termination if we breach a material term of these Terms of Use or any license agreement between you and redIQ and we do not remedy such breach within thirty (30) days after written notice to us.

redIQ may terminate your license to use the Site at any time during the Free Trial period.  Following the Free Trial period, redIQ may terminate your license: (a) if you breach a material term of these Terms of Use or any license agreement between you and redIQ and you do not remedy such breach within thirty (30) days after written notice to you; (b) if you or your company makes an assignment for the benefit of your creditors, or a petition is filed by or against you or your company under any bankruptcy or insolvency law; or (c) upon thirty (30) days written notice at any time in redIQ’s sole discretion in which case redIQ shall refund any fees paid by you for periods after the effective date of such termination, and you shall be released of your obligation to pay the associated License Fees due after the date of such termination.

In addition, you acknowledge and agree that redIQ may interrupt, suspend, terminate or block your access to the Site or portions thereof at any time, immediately without further obligation to you upon redIQ’s reasonable suspicion of any violation by you of any provision of the following sections of these Terms of Use: Use of Site, Permitted Uses, Prohibited Uses, Passcodes, and Ownership and Confidentiality.

Post-Termination

At termination or nonrenewal of your license to use the Site, you may no longer use any portion of the Site in any manner, and within ten (10) days after the effective date of termination or nonrenewal, you will permanently delete or destroy all elements of the Site under your control;  provided, however, that notwithstanding the foregoing, you are permitted to retain a limited number of models, reports and graphs previously generated by you from the Site for specific properties as long as you continue to comply with the use provisions set forth in these Terms of Use.  Upon request from redIQ, you shall affirm the completion of this process by execution and delivery to redIQ of an affidavit to that effect reasonably satisfactory to redIQ. In addition, redIQ may at its sole expense audit your compliance with this provision and the terms of the Terms of Use, provided, that such audit will occur under your reasonable supervision and you shall cooperate in the conduct of the audit.

The provisions of the following sections of these Terms of Use will survive nonrenewal or termination of the license: Ownership and Confidentiality, Limitation of Liability, Disclaimer of Warranties, UCITA Disclaimer, Indemnification, Privacy Policy and Miscellaneous.

Submitted Content

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:

  1. redIQ may provide such Submitted Content to the individuals and companies specified by you or your agents; and
  2. 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:

  1. Provide physical property information, such as property name, property address, floor plan identification, unit size, number of units, and number of beds and baths (the “Physical Property Data”) that is part of your Submitted Content (whether submitted prior to or after the date of these Terms of Use) to third parties, provided that in no event shall redIQ provide any occupancy status information or financial information that is part of the Submitted Content without your consent; and
  2. 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:

  1. 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.
  2. 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:

  1. 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.
  2. If you are a current user to the Site, you will have fifteen days – until October 13, 2016 – from the date that redIQ notifies you of these new Terms of Use (the “Fifteen Day Period”) to “Opt-Out of Sharing Physical Property Data”.  If you “Opt-Out of Sharing Physical Property Data” during such Fifteen Day Period (prior to, and including, October 13, 2016), then redIQ will not share any of the Physical Property Data with respect to your Submitted Content, whether such Submitted Content was submitted prior to or after the date that you “Opt-Out of Sharing Physical Property Data”.
  3. 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.

THE REDIQ PARTIES’ TOTAL, AGGREGATE, CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, EXPENSE OR LIABILITY PURSUANT OR RELATED TO THESE TERMS OF USE AND USE OF OR ANY LOSS OF USE OF THE SITE SHALL NOT EXCEEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO REDIQ BY YOU DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

UNDER NO CIRCUMSTANCES WILL ANY OF THE REDIQ PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, OPPORTUNITY COSTS OR INTERRUPTION OF BUSINESS) ARISING OUT OF, BASED ON, RESULTING FROM OR IN CONNECTION WITH THESE TERMS OF USE, OR ANY USE OF OR ANY LOSS OF USE OF THE SITE, EVEN IF REDIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

THIS SECTION SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF YOUR LICENSE TO THE SITE.  IN EACH CASE, THE FOREGOING LIMITATIONS ARE INTENDED TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO FUNDAMENTAL BREACH), TORT, STRICT LIABILITY, STATUTORY OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE A CONDITION OF REDIQ ENTERING INTO THESE TERMS OF USE.

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.

UCITA Disclaimer.

THE PARTIES AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM (“UCITA”), SHALL NOT APPLY TO THESE TERMS OF USE OR THE SITE.  TO THE EXTENT THAT UCITA IS APPLICABLE, THE PARTIES AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN.

Indemnification  

You shall indemnify and hold harmless redIQ and the redIQ Parties (each of which shall be a third party beneficiary for the purposes of this indemnity) and defend any action brought against the same with respect to any third party claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, arising out of or relating to your Submitted Content, your use or misuse of any portion of the Site, or your violation of these Terms of Use or a separate license agreement  You shall cooperate as fully as reasonably required in the defense of any such claim or demand. redIQ and any third party involved in creating, producing, or delivering the Site reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of redIQ and any such third party.

Privacy Policy

You agree to the terms of redIQ’s Privacy Policy as set forth from time to time on the Site.

Procedure for Making Notification of Claims of Copyright Infringement

redIQ and its affiliates respect the intellectual property of others, and we ask those posting or transmitting any content to or through this Site to respect copyright law. It is the policy of redIQ to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use this Site by individuals or entities that repeatedly submit infringing content in violation of these Terms of Use. If you believe that your work has been copied and is available on this Site in a way that constitutes copyright infringement, you may notify redIQ according to the notice requirements of the Digital Millennium Copyright Act. Pursuant to 17 U.S.C. Section 512, redIQ’s DMCA registered agent can be reached as follows: by mail to: ResiModel, Inc., Attn: DMCA Agent, 119 West 4th Street, 4th Floor, New York, NY 10011; by e-mail to elliot@redIQ.io; and by telephone at 212-626-2615.

NOTICE — U.S. Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States

This Site contains commercial technical data and computer software that have been privately developed and are normally vended commercially under a license or lease agreement restricting their use, disclosure and reproduction. In accordance with FAR 12.211, 12.212, 27.405(b)(2) and 52.227-19 and DFARS 227.7202, 227.7102 and 252.227-7015, as well as other applicable supplemental agency regulations, use, reproduction, disclosure and dissemination of this commercial technical data and computer software are governed strictly in accordance with redIQ’s commercial license agreements, including these Terms of Use.

Links; Framing

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.

Cookies

Some areas of this Site use and require that your computer accept “cookies.” Cookies are small text files that are stored on your computer to keep track of settings or data for a particular web site. Cookies make it possible and easier for you to access and use certain areas of this Site. If you have disabled cookies from within your browser, or if you are running third-party software that intercepts or deletes cookies, you may not be able to visit certain areas of the Site.

Export Restrictions

This Site is controlled and operated by redIQ from its offices within the United States. redIQ makes no representation that any portion of the Site or other material accessed through this Site is appropriate or available for use in other locations, and access to them from other countries where their contents are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable local laws. You may not export or re-export any portion of the Site except in full compliance with all United States laws and regulations, these Terms of Use, and, if applicable, any license agreement. In particular, no portion of the Site may be exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.

Miscellaneous

Assignment. The parties’ obligations hereunder are binding on their successors, legal representatives and assigns. You may not assign or transfer (by operation of law or otherwise) these Terms of Use nor the license granted hereunder, in whole or in part, without the prior written consent of redIQ.

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

4th Floor

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.

Choice of Law; Jurisdiction. These Terms of Use shall be construed under the laws of the State of Delaware of the United States without regard to choice of law principles. The parties irrevocably consent to the exclusive jurisdiction of the federal and state courts located in the State of Delaware for the purpose of any action brought in connection with these Terms of Use or use of 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.

Entire Agreement. These Terms of Use contains the complete and entire understanding of the parties with respect to the Site and supersedes any prior oral or written statements and documents with respect to such subject matter.

Modification.  Except as otherwise stated herein, these Terms of Use may not be amended, modified or superseded, nor may any of its terms or conditions be waived, unless expressly agreed to in writing by all parties.

Severability. If any provision of these Terms of Use not being of a fundamental nature is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Terms of Use will not be affected. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.

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.

Headings. Headings are for reference only and in no way define, limit or describe the scope and intent of the Terms of Use.  In the event of any conflict between the headings and the content of a section, the content will control.

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