END USER LICENSE AGREEMENT
SECTION 1: PERMITTED AND PROHIBITED USES
User is granted a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Information for the following purposes (collectively, "Permitted Uses"):
a. To learn about real estate trends and market conditions;
b. For internal business use; and
c. To report trends, data, and metrics in business and third-party professional reports provided that attribution of the source is properly credited to Integra as by including the following notice when distributing such information: “Republished with the permission of Integra Realty Resources, Inc. All rights reserved.”
User may not:
1. Use the Integra Site and/or the Information other than is authorized by this Agreement;
2. Use the Integra Site and/or the Information for the benefit of any third party, other than as part of a Permitted Use;
3. Republish or distribute the Information in whole or in part (including by posting the same on any other Web site);
4. Directly or indirectly, modify, edit, adapt, reproduce, sell, lease, assign, sublicense or transfer the Information except in connection with a Permitted Use;
5. Disassemble, decode, decompile, or otherwise reverse engineer the Integra Site, including, without limitation, any interfaces or software programs comprising the Integra Site or attempt to discover or disclose the source code;
6. Take any action that would impede or interfere with the operation of the Integra Site or alter the Information, or alter or interfere with any other content, site or software that Integra owns or controls;
7. Use any data mining, robots or similar data gathering and extraction methods with respect to the Integra Site or any portion thereof;
8. Use any data for purpose of developing evaluations, automated valuation models, appraisals, valuations for financial reporting purposes (including but not limited to ERISA reporting requirements) or materially similar products or uses; or
9. Use the Integra Site and/or the Information directly or indirectly in competition with Integra in any way whatsoever subject to the uses permitted above.
SECTION 2: ACCESS TO THE INTEGRA SITE
Integra reserves the right, for any reason and without notice, in its sole discretion, to terminate, change, suspend, or interrupt access, in whole or in part, to the Integra Site. As such, it is your responsibility to download any Information immediately as such Information may be removed or modified from the Integra site without notice to you. Integra further reserves the right to impose registration, password and other security precautions on access to and use of the Integra Site. Integra reserves the right to modify the Integra Site and the Information (including the substance or type of content and information available therein) at its sole discretion and without notice to User.
SECTION 3: PROPRIETARY RIGHTS
You agree that, as between you and Integra, Integra owns all copyright, trade secret, patent, trademark and other proprietary rights in and to the Information and the Integra Site. No ownership rights are transferred to you. User agrees not to take any action that would infringe, misappropriate, or violate Integra's intellectual property interests. User agrees not to upload or otherwise place any information on the Integra Site that would infringe or otherwise violate anyone's intellectual property interests or other rights, or that is false, misleading, defamatory, or otherwise contrary to law or regulation. You may copy the Information to the extent reasonably necessary to exercise your license rights pursuant to this Agreement.
SECTION 4: ACCURACY AND WARRANTY DISCLAIMERS
INTEGRA DOES NOT REPRESENT, WARRANT OR GUARANTEE THE ACCURACY, QUALITY, COMPLETENESS, CURRENCY, OR VALIDITY OF THE INFORMATION OR INFORMATION LINKED FROM THE INTEGRA SITE. THE INFORMATION AND THE INTEGRA SITE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. THERE ARE NO WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION OR AGAINST INFRINGEMENT. INTEGRA HAS NOT MADE AND MAKES NO OTHER WARRANTIES, AND IT DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, OR ARISING BY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES RELATING TO NONINFRINGEMENT, NONINTERFERENCE, ACCURACY, MERCHANTABILITY, TIMELINESS, PERFORMANCE, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE OR THAT ANY INFORMATION, EFFORTS, SERVICES OR SYSTEM PROVIDED BY INTEGRA WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. INTEGRA SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE INFORMATION OR USE OF THE INTEGRA SITE. INTEGRA DOES NOT EDIT OR CONTROL THE FINANCIAL OR OTHER INFORMATION IT RECEIVES. NEITHER THE INFORMATION NOR THE INTEGRA SITE RENDERS LEGAL, ACCOUNTING, APPRAISAL, COUNSELING, INVESTMENT OR OTHER PROFESSIONAL ADVICE. SHOULD SUCH SERVICES OR OTHER EXPERT ASSISTANCE BE NEEDED, IT IS RECOMMENDED THAT THE SERVICES OF A COMPETENT PERSON, HAVING ACCESS TO THE DETAILS OF THE SITUATION, BE EMPLOYED.
INTEGRA MAKES NO WARRANTY THAT THE INTEGRA SITE IS BUG FREE OR ERROR FREE, THAT IT WILL OPERATE WITHOUT ANY INTERRUPTION, OR THAT IT’S USE WILL RESULT IN ANY PARTICULAR RESULTS. INTEGRA MAKES NO REPRESENTATIONS OR WARRANTIES ON BEHALF OF ITSELF WITH RESPECT TO THIRD PARTY SOFTWARE OR EQUIPMENT AND EXPRESSLY EXCLUDES ANY AND ALL LIABILITY ARISING FROM OR RELATING TO A THIRD PARTY'S SOFTWARE AND/OR EQUIPMENT.
ALL SALES ARE FINAL.
ALL PAYMENTS ARE MADE THROUGH A THIRD PARTY SITE AND INTEGRA DOES NOT MAKE ANY WARRANTIES REGARDING THE USE OF SUCH SITE.
SECTION 5: LIMITATIONS ON LIABILITY; WAIVER; INDEMNITY
INTEGRA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE INTEGRA SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME-TO-TIME INTEGRA MAY REMOVE THE INTEGRA SITE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE INTEGRA SITE AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE INTEGRA SITE AND THE THIRD PARTY PAYMENT SITE ARE AT YOUR SOLE RISK. THE INTEGRA SITE AND ITS CONTENT ARE DELIVERED TO YOU "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
IN NO CASE SHALL INTEGRA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE INTEGRA SITE AND/OR THE INFORMATION OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE INTEGRA SITE, THE THIRD PARTY PAYMENT SITE AND/OR THE INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE INTEGRA SITE, EVEN IF ADVISED OF THEIR POSSIBILITY.
INTEGRA DOES NOT REPRESENT OR GUARANTEE THAT THE INTEGRA SITE OR THE THIRD PARTY PAYMENT SITE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND INTEGRA DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.
BY USING THE INTEGRA SITE, YOU AGREE TO INDEMNIFY AND HOLD INTEGRA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, LICENSORS, SUCCESSORS AND ASSIGNS (THE “INTEGRA PARTIES”) HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE INTEGRA SITE AND/OR INFORMATION, OR ANY ACTION TAKEN BY INTEGRA AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM THE INTEGRA PARTIES AS A RESULT OF INTEGRA’S DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE INTEGRA SITE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF INTEGRA'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR RELATED TO THIS AGREEMENT. IN NO EVENT SHALL THE INTEGRA PARTIES HAVE LIABILITY FOR PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS, LOST PROFITS, OR LOST DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE INTEGRA SITE, THE INFORMATION OR THE USE OR INABILITY TO USE THE INTEGRA SITE, OR ANY DATABASE OR CONTENT THEREON, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE CLAIMED OR REGARDLESS OF WHETHER INTEGRA HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
SECTION 6: DISCLAIMER REGARDING FINANCIAL AND LEGAL ADVICE
The Information is provided for educational and informational purposes only and does not constitute and is not intended to provide legal, accounting or tax advice. You are required to seek you own professional advice.
SECTION 7: EQUITABLE REMEDIES
User acknowledges and agrees that any unauthorized use or disclosure of the Integra Site or any infringement or violation of Integra's intellectual property rights, shall cause Integra irreparable injury for which Integra could not be fully compensated by money damages. User agrees that, in the event of such a violation, Integra would be entitled to seek and recover (in addition to any other available remedies) preliminary and permanent injunctive relief without the necessity of posting bond or security, and further that Integra would be entitled to recover from you its attorneys' fees and costs incurred in seeking and obtaining such relief.
SECTION 8: FORCE MAJEURE
Integra shall have no liability whatever for delays or interruptions in delivery or accessibility of any of the Integra Site, interruptions of service or other breach of this Agreement due to fire, explosion, lightning, power surge or failure, water, acts of God, war, civil disturbance, terrorism, acts or omissions of communications carriers, or other causes beyond Integra's reasonable control.
SECTION 9: DISPUTE RESOLUTION
This Agreement shall be governed and construed by the laws of the state of Colorado, without regard to its choice of law rules. User agrees that, by entering into this Agreement and accessing and/or using the Integra Site, User is transacting business in the state of Colorado and is subject to jurisdiction in its courts. Any legal or equitable action arising from this User or in connection with the Integra Site shall be commenced and maintained in a court of competent subject matter jurisdiction within the state of Colorado, and you consent to personal jurisdiction and venue in any such court. In the event it is held that jurisdiction or venue is wanting in such a court, an action then may be commenced in any other court having proper jurisdiction under applicable statutes and court rules. In the event of any dispute adjudicated between the parties, whether in litigation or permitted appeal, the prevailing party shall be entitled to recover from the party not prevailing its reasonable attorneys' fees and costs incurred in such proceeding. You agree not to bring a claim or assert a cause of action against the Integra Parties, in any forum or manner, more than one (1) year after the cause of action accrued.
SECTION 10: MODIFICATION OF THIS AGREEMENT
Integra reserves the right, in its sole discretion, to modify, alter, or otherwise revise this Agreement at any time by posting such modified versions on the Integra Site. User agrees to monitor regularly the Agreement as it appears on the Integra Site. Your continued use of the Integra Site after the posting of any modified versions shall constitute agreement to the modified Agreement. This Agreement may not otherwise be modified or amended.
SECTION 11: NOTICES
Except as is stated herein to the contrary, any notices to Integra must be given by a nationally recognized overnight delivery services sent to Integra at 1901 West 47th Place, Suite 320, Westwood, Kansas 66205 or as otherwise set forth on the Integra Site. Any notices to the User will be sent to the e-mail address that you provide to Integra.
SECTION 12: SEVERABILITY
Should any term of this Agreement be finally held by a court of competent jurisdiction to be invalid, unenforceable, void, or otherwise contrary to law or equity, Integra and the User agree that such provision shall be automatically severed and the remainder of this Agreement that can be given effect shall continue to be given effect.