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Welcome to Net-Trade.com! The Platform (as defined below) is owned and operated by Net Trade Ventures, Inc. (“we,” “us,” or “our”). For purposes of these Terms of Service (these “Terms”), “Services” means, collectively, (i) our proprietary platform and related services and products located at Net-Trade.com and its related domains, which operates to provide tools and information to the net lease property exchange market (“Platform”), (ii) any email notifications or other mediums, or portions of such mediums, through which you have accessed these Terms, and (iii) any information, data, and content viewable on, contained in or downloadable from any of the foregoing, including, without limitation, Your Content, User Content and Listing Content (each as defined below) (collectively, “Content”). Unless indicated otherwise in these Terms, “Content” does not include “Technology” (as defined below) for purposes of these Terms. Capitalized but undefined terms in these Terms will have the meanings ascribed to them in our Privacy Policy.
We may change or update these Terms from time to time. If you have an active subscription to the Services, including as a broker, potential buyer, or other user type available on or through the Platform (“Registered User”), then we will alert you of any material changes via a pop-up message prior to or while you are accessing the Services, or by email, in our discretion. In all cases, your continued use of any Services after we make changes is deemed to be acceptance of all changes.
Please read these Terms carefully. You accept these Terms by clicking to accept or agree to these Terms (when this option is made available to you), through use of the Services, or by continuing to use the Services after a change to these Terms. If you do not agree with these Terms, or any portion of these Terms (including any portion of our Privacy Policy), you must not access or use the Services.
If you are a listing broker, then you represent and warrant that all Listing Content (as defined below) provided by you is accurate and up-to-date and does not infringe on any third party rights (including copyrights), and agree to update all such Listing Content before or at a minimum concurrent with the time that you do so for any other listing platforms, and in any event, not less than on a monthly basis. You must notify us in writing immediately if any materials submitted by you are infringing or violate applicable Laws, so that we can make substitutions, replacements, or restructuring, or otherwise take action as we may deem appropriate.
DISCLAIMER: As further described below, all Content is made available to you on an “AS IS” basis without warranties of any kind, express or implied. All Content is made available for informational purposes only and should not be relied on by you for any purpose. Content may contain errors, may be inaccurate or incomplete and/or, due to changing circumstances or other causes, may change or ultimately prove to be inaccurate or incomplete. Other than as set forth in these Terms, we do not have any control over your use of the Services or any Content. You should not use the Services or any Content without validating the results through independent research, obtaining up-to-date information, and considering all relevant facts and circumstances, including your particular situation (financial or otherwise). We do not recommend, guarantee, or represent that the Services or any Content will predict the future performance of real estate assets or other assets of any kind. Moreover, we do not warrant the performance or results that may be obtained by the use of any of the foregoing. WE ARE NOT ENGAGED IN RENDERING TAX, LEGAL, INVESTMENT, FINANCIAL OR RISK MANAGEMENT ADVICE, AND THE RESULTS OF USE OF OUR SERVICES AND ANY CONTENT MUST NOT BE REGARDED OR REPRESENTED AS CONSTITUTING SUCH ADVICE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF ANY CONTENT AND/OR PROJECTIONS GENERATED BY THE SERVICES OR ANY CONTENT.
PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.
WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SERVICES WILL REFLECT POORLY ON US, THE SERVICES OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.
Table of Contents:
a. You have the Right to Enter into these Terms. As an individual interacting with the Services in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power and authority to enter into these Terms on your own or such entity’s behalf and bind yourself or such entity, as applicable, to these Terms. If you are entering these Terms on behalf of an entity, all references in these Terms to “you” and “your” will mean such entity.
b. Consideration. You acknowledge that these Terms are supported by reasonable and valuable consideration, which you have received, and which is adequate. Such consideration includes your ability to access, use or interact with the Services. You represent and warrant that you have the capacity to be bound by these Terms.
c. Age. The Services are intended to be accessed and used only by adults and are not directed to minors. If you are below the age of 18, you may access and participate in the Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms and our Privacy Policy.
a. Permitted Use. You will access and use the Services solely in accordance with the conditions and limitations set forth in these Terms and any Services documentation (“Permitted Use”). You will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services and/or any underlying or related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Services or any Technology, in whole or in part; (iii) access and/or use the Services for timesharing or reselling purposes or otherwise for the benefit of a third-party; (iv) upload to or otherwise use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) upload to or otherwise use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses); (vi) interfere with or disrupt the integrity or performance of the Services or any Technology or Content (in whole or in part); (vii) attempt to gain unauthorized access to the Services, the Technology or any Content or any of their related systems or networks; (viii) permit direct or indirect access to or use of the Services or any Content in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Services (including any Technology or Content); (x) access the Services and/or the Technology (in whole or in part) in order to build a competitive product or service or for benchmarking or competitive analysis; (xi) remove any proprietary notices or labels of or from the Services, the Technology or any Content; (xii) access or use the Services in any way that violates these Terms, any third-party rights, or any appliable rules, regulations or orders having the force of law (“Laws”), including, without limitation, anti-spam, export control, privacy, or anti-terrorism laws and regulations; (xiii) use the Services (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive; (xiv) provide false or inaccurate information when registering for an account with us, using the Services or communicating with other Registered Users; (xv) attempt to re-register with us if we have terminated your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with your account; (xvi) disrupt the normal flow of communication or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges; (xvii) claim a relationship with or to speak for any individual, business, association, institution, or other organization for which you are not authorized to claim such a relationship; or (xviii) collect or store personal data about other users.
b. Our Relationship with You. The Services contain Content and a set of tools to assist persons and entities in the net lease property exchange market. Our users may include real estate brokers, buyers, sellers, developers, lenders, borrowers, and other third-parties that service or otherwise participate in the net lease property exchange market (e.g., accountants and appraisers). From time to time, we may also provide other paid products and services. Ultimately, however, all real estate transactions are themselves governed by purchase and sale agreements or other transaction documents between buyers, sellers, brokers, and other involved parties (“Transaction Documents”), whether or not you use the Services in connection with any of the same. Accordingly, you acknowledge and agree that:
b.i. We make no guaranty regarding or otherwise in respect of any of our users, including the number of brokers, buyers, sellers, lenders, and other third parties registered on the Platform, or the number of Registered Users that may be qualified or otherwise available to you via the Platform;
b.ii. Any terms and conditions of any Transaction Documents are and will be solely and exclusively between you and the relevant contract counterparty or parties (as applicable);
b.iii. We do not endorse, and make no representations or warranties regarding, any user of the Platform or any property or services offered for sale by any such user, including without limitation, with respect to certification, licenses held, experience, credibility, timeliness or quality, any other qualifications, or the integrity, responsibility or actions of any user of the Platform, whether in public, private or offline interactions. With respect to any broker user or any other user that purports to hold certain licenses, certifications, permissions and/or authority, we do not and will not have any obligation to independently verify the licensure, certification, permission and/or authority of such users, and it is your sole responsibility to confirm the same;
b.iv. Your engagement with any user of our Platform (whether via Transaction Documents or otherwise) is at your sole and exclusive risk, and you can and should conduct due diligence you deem necessary or appropriate before doing so. Without limiting the generality of the foregoing, each buyer and seller is solely responsible for conducting all necessary due diligence activities regarding any property, which may include title and legal status, current and potential valuations, physical condition and aesthetic/tenant improvement attributes, environmental reports, encumbrances, or any other pertinent information. Buyers and sellers are encouraged to consult with licensed professionals to review all relevant information, records, and reports. Buyers and sellers assume all risk and potential liability related to due diligence activities. We do not guaranty or otherwise verify the completeness or accuracy of any Content made available on or through our Services in respect of these issues; and
b.v. We are not and will not be responsible or liable for any acts or omissions of a user of our Platform with which you engage.
We are not a licensed brokerage firm or entity and are not licensed real estate brokers; therefore, we require that any seller offering a property via the Services be represented by a broker unless the seller is a licensed real estate broker or unless otherwise unnecessary.
ANY DISPUTES BETWEEN USERS OF THE SERVICES ARE SOLELY BETWEEN SUCH USERS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO OBLIGATION OR RESPONSIBILITY IN CONNECTION WITH ANY SUCH DISPUTES (INCLUDING DISPUTES INVOLVING TRANSACTION DOCUMENTS).
c. Your Submission of Registration Information to Us. To access the Services or parts thereof (such as the Platform), you will be asked to provide certain registration details and other information. It is a condition of your use of the Services that all registration information you provide on or via the Services is correct, current, and complete. You understand that our collection, use and disclosure of all such information is governed by our Privacy Policy, and you consent to all actions we take with respect to such information consistent with our Privacy Policy. We may (but are not obligated to) directly or through third parties, make any inquiries we consider necessary to validate your identity or other information provided by you to us. Any user who identifies himself or herself as a broker or agent on the Services hereby represents and warrants that he or she is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which he or she is required to be licensed. We may, in our sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers any user who we believe is not a licensed broker or agent in any applicable jurisdiction. We may in our sole discretion terminate the accounts of, and refuse services to, any user who repeatedly or knowingly misrepresents any registration information, including his or her licensed broker or agent status or upon notification by any state agency or similar governmental authority that such user is not a licensed broker (if and as applicable).
d. Access Credentials. You may be issued a username, identification number, password, link, or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services (“Access Credentials”). We encourage you to use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to your personal information, and no dictionary words) even if the Services permit simple Access Credentials. You have and will retain sole responsibility for the security and use of all Access Credentials, including for any losses that you or any third-party may suffer as a result of the authorized or unauthorized use of any Access Credentials by any third-party. We reserve the right to disable any Access Credentials at any time in our discretion for any or no reason, including (without limitation) if, in our opinion, you have violated any provision of these Terms.
e. Email Capabilities of the Services. The Services may include certain email campaign, marketing and newsletter services for brokers (the “Email Services”) which provide a collection of tools and resources to create, launch, and manage certain email campaigns related to listings and other activities by the applicable broker. By using any Email Services, you agree to send email only to those who have given you consent or with whom you have an established business relationship. Furthermore, you acknowledge and agree that: (i) your use of the Email Services and any Content included by you in any email must be in compliance with all Laws, (and for the avoidance of doubt, may not be used for the sending of illegal unsolicited email or “spam”); (ii) if required by applicable Laws, every message sent in connection with the Email Services must contain an unsubscribe or opt-out link or function; and (iii) we may in our sole discretion immediately disable your access to the Email Services at any time for any reason, including, without limitation if we believe that your use of the same is unlawful or otherwise harmful.
3. ACKNOWLEDGEMENT REGARDING AVAILABILITY OF THE SERVICES AND CONTENT.
We reserve the right to withdraw or amend all or any portion of the Services, and any service or material provided on the Services (including any Content), in our sole discretion with or without notice to you. Furthermore, your access and use of the Services or any Content may be interrupted from time to time for any of several reasons, including the malfunction of equipment or devices, periodic updating, maintenance or repair of the Services or other actions that we may, in our sole discretion, elect to take. We may also suspend or discontinue the availability of the Services or any portion or feature of the Services (including any Content) at any time in our sole discretion and without prior notice to you. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users. We will not be liable if for any reason all or any part of the Services (including any Content) is unavailable at any time or for any period or at all.
4. USER CONTENT AND SUBMISSIONS.
a. Your Content. “Your Content” means any and all Content, materials or data provided by you, or your authorized users, to us or via the Services, including any Listing Content, property descriptions, photographs, images, videos (which may include sound and/or music), graphics and financial, contact, or other information submitted by you to us in connection with your use of the Services. You alone are responsible for Your Content, and once published or otherwise used by us in accordance with our Privacy Policy, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. By submitting Your Content on or through the Services, you represent and warrant that: (i) you own, or have the necessary permissions to use and authorize the use of Your Content as described in these Terms and our Privacy Policy; (ii) your license of such content to us hereunder does not, and the use or license of such content by us to third parties will not, infringe any right or interest owned or possessed by any third-party; (iii) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such Content; (iv) Your Content complies with these Terms; and (v) you hereby irrevocably agree to and will fully indemnify, defend and hold us harmless from and against any and all damages, liabilities or other losses, including without limitation, all related attorney’s fees, other fees, or expenses, incurred by us as a result of any breach of the foregoing representations or in connection with Your Content, including, without limitation, as a result of any claim brought by a third-party against us in connection with Your Content, whether or not such claim prevails. You may not imply that Your Content is in any way sponsored or endorsed by us.
Without limiting the generality of the foregoing, if you are a broker, then you covenant, represent and warrant that, in respect of any photos, images or other copyrightable content included in Your Content: you took, hired out or obtained such photos, images or content through a stock photo or other service that you engaged and that provided you with all necessary appropriate rights and licenses to use the same; such photos, images, and content are not sourced from CoStar, LoopNet or any other third party who/which may compete with all or a portion of the Services (regardless of whether any such images or photos include a watermark indicating third party ownership); and you will immediately notify us of any image or photo that violates any portion of these Terms (including specifically this paragraph and this Section 4(a)).
b. Your Content May Expose You to Liability. You acknowledge that Your Content may expose you to liability. For example, but not by way of limitation, you may be exposed to liability if Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any Laws. You agree not to submit any of Your Content to us unless you have received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any photographs or videos, to publish and advertise the property listing online. Specifically, you shall not submit a photograph if you received the photograph from a third-party information provider under the terms of a license that does not allow posting of such photograph or video on our Platform. You: (i) represent and warrant that all properties and associated information provided by you to us, including Your Content, will be accurate; and (ii) agree to administer the properties provided by you and maintain their accuracy at all times. You are entirely responsible, and we accept no responsibility, for Your Content. While we will undertake reasonable efforts for data backup and business resumption, you will be solely responsible for retaining back-up copies of all Content that you provide to us.
c. Use of Your Content. We may use Your Content as set forth in our Privacy Policy. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content. Accordingly, once you submit Your Content to us, you thereby irrevocably grant us a world-wide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable license and right to use, reproduce, adapt, aggregate, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all of Your Content (in whole or in part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed.
We reserve the right to add, delete, replace, rearrange, or otherwise modify all or any portion of Your Content as we deem necessary or appropriate, including, for example, to best fit the applicable Services’ content presentation format, and/or to avoid a third party infringement claim. You acknowledge and agree that we will in no event be responsible or liable for, and hereby forever release and will indemnify defend and hold us harmless from, any errors or omissions that may occur or otherwise result from any addition, deletion, replacement, rearrangement or other modification by us to all or any portion of Your Content.
We may, in our sole discretion but without any obligation to search for such, remove any Content (including Your Content) in violation of these Terms. We will, in our sole discretion, terminate the accounts of, and refuse Services to any user for any reason, including to any user who repeatedly or knowingly violates these Terms. We will have the sole authority to choose the manner in which any property listing will be searched, displayed, accessed, viewed, downloaded, copied, and otherwise used on the Platform and we will have the right to modify the property listing in the exercise of our rights under these Terms.
d. Listing Content. The Services may show listing content from Your Content and listing content we gather from other sources (collectively, “Listing Content”). With respect to any Listing Content submitted by you to us, we may offer you the opportunity to view and/or approve such Listing Content before we make it publicly viewable on the Services, in which case, you will promptly view, approve or request edits, provided that your failure to indicate approval or to request changes within 24 hours of receiving the link to the proposed Listing Content will cause your approval to be deemed automatically and without need of further action from you or us. If, following publication you would like to request changes to Listing Content submitted by you, then you can do so by contacting us at [email protected] and requesting the relevant changes.
Notwithstanding anything to the contrary, we reserve the right to create our own Listing Content or to add, delete, replace, rearrange, or otherwise modify all or any portion of Listing Content submitted to the Services by you, in each case, as we deem appropriate in our sole discretion. You acknowledge and agree that our own Listing Content, or our additions, deletions, replacements, rearrangements or other modifications to your Listing Content, may include (without limitation) scoring or other key performance indicators (as determined by us in our sole discretion) that may reflect negatively or positively on your listing, and you will hold us harmless from and against any liability or losses that you might incur as a result of any such Listing Content. We may, at any time and without prior notice, screen, remove, edit, or block any Listing Content on the Services, that in our sole judgment violates these Terms or are otherwise objectionable. If notified by a user of the Services or content owner that Listing Content allegedly do not conform with these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Listing Content on a going-forward basis, which we reserve the right to do at any time and without notice.
You agree to waive, and hereby do waive, any legal or equitable right or remedy you may have against us with respect to any Listing Content. We expressly disclaim any and all liability in connection with Listing Content. For more information on our handling of infringing Content, please see the following “Copyright Infringement” Section.
You agree that we will have the right to use Listing Content that you submit for any purpose, including, without limitation, for publication of all or part of such Listing Content on the Internet. We will have sole authority to choose the manner in which any Listing Content will be received, displayed and used by the Services, and we reserve the right to remove all or any part of Listing Content or refuse Services to anyone at any time in our sole discretion. We shall have no obligation to: (i) resolve disputes among Registered Users or other users of the Services, or any other third parties; or (ii) monitor or verify the accuracy or proper use of Content.
e. We Do Not Endorse User Content. We are not involved in the preparation or actual transmission of Your Content or any other similar content submitted by users on or through the Services (collectively, “User Content”). As a result, we do not approve or endorse User Content, and you acknowledge and agree that we (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Content posted by you or any other person or entity; and (ii) will have no liability to you as a result of your submission or posting, access or use of, or reliance on, such User Content. User Content posted by other users may be inaccurate. Additionally, you may find User Content posted by other users to be offensive, harmful, indecent, or deceptive. Please use caution and common sense, and do not rely solely on User Content. You acknowledge and understand that we are under no obligation to enforce these Terms on your behalf against another user. Opinions, advice, statements, offers, or other information included in any User Content are those of their respective authors, who/which are solely responsible for such User Content.
f. Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable Law.
f.i. Notification. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the "DMCA"), Your written notice (the "DMCA Notice") must include substantially the following:
If you fail to comply with all of the requirements of the DMCA, your DMCA Notice may not be effective. Additionally, please be aware that, if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
f.ii. Counter Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our Copyright Agent. Pursuant to the DMCA, a Counter-Notice must include substantially the following:
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.
f.iii. Copyright Agent. Our designated Copyright Agent to receive DMCA Notices and Counter-Notices is:
Net Trade Legal Department
[email protected]
5. TERMINATION.
You may terminate your use of the Services at any time (in whole or in part), provided that if you are a Registered User that has purchased a paid subscription, any fees prepaid by you will be non-refundable as set forth below. We reserve the right, in our sole discretion, to immediately terminate your access to all or part of the Services (including to any Content), to remove your profile and/or any of Your Content from the Services, and/or to terminate your account, with or without notice for any reason or no reason in our sole discretion, including, without limitation, if we determine that you are not eligible to use the Services, have violated these Terms, are not suitable for participation as a user, have mis-used or mis-appropriated the Services or any Content (in whole or in part, and including any content made available thereon), including, but not limited to, use on a "mirrored," competitive, or third-party site, or have otherwise violated any provision of these Terms. Upon termination, we will be under no obligation to provide you with a copy of any Content. If we terminate your use of the Services, we have no obligation to notify you of the reason, if any, for your termination.
6. FEES AND PAYMENT.
a. Fees, Pricing and Availability. In order to utilize certain portions of the Services, you may be required to pay a recurring subscription, one-time, or other fees. You will be responsible for any state or local sales taxes associated with purchases made by you on or through the Services. Unless otherwise stated, all fees and pricing are stated in U.S. Dollars. Any rights purchased by you on or through the Services are personal to you and may not be transferred under any circumstances.
b. Billing and Payment. You agree to pay us all charges associated with the subscription or account you choose, as applicable, and as described on the Services at the time you submit your payment information. You also authorize us, or a third-party payment processor that works on our behalf, to charge your chosen payment method according to the terms of your chosen subscription or account, as applicable. We reserve the right to correct any errors or mistakes even if we have already requested or received payment. By making any purchase on or through the Services, you represent and warrant that you are authorized to use the payment card provided and are capable of entering into a contract under applicable Law.
c. Automatic Subscription Renewal and Cancellation. c.i. ALL PAID SUBSCRIPTIONS AND RECURRING FEE-BASED PURCHASES WILL CONTINUE FOR THE PERIOD DISCLOSED TO YOU WHEN YOU INITIALLY SUBSCRIBED OR MADE SUCH PURCHASE (AS APPLICABLE) UNTIL CANCELLED BY THE USER. FOR PAID SUBSCRIPTIONS, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR CHOSEN TERM PERIOD FOR AN ADDITIONAL EQUIVALENT PERIOD AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS YOU CANCEL WITHIN THE TIME PRESRIBED TO YOU AT THE TIME YOU SUBSCRIBED. IF YOU CHOOSE AN ANNUAL SUBSCRIPTION TERM, THEN YOU ACKNOWLEDGE AND AGREE THAT WE WILL BILL YOU (AND YOU WILL PAY) THE FULL AMOUNT OF THE MONTHLY FEE FOR THE ENTIRE SUBSCRIPTION TERM AT THE TIME YOU PURCHASE YOUR SUBSCRIPTION. ANNUAL SUBSCRIPTIONS MAY BE OFFERED AT A DISCOUNT, IN WHICH CASE YOU ACKNOWLEDGE AND AGREE THAT ANY PREPAID FEES ARE NON-REFUNDABLE AND NOTWITHSTANDING TERMINATION OF YOUR SUBSCRIPTION FOR ANY REASON. FOR OTHER PURCHASES WITH RECURRING FEES, YOU WILL BE CHARGED THE FEE ASSOCIATED WITH SUCH PURCHASE AT THE INTERVAL SPECIFIED AT THE TIME OF PURCHASE, UNTIL YOU EXPRESSLY CANCEL.
c.ii. You may cancel or update your paid subscription at any time by following the instructions on your account settings page. If you cancel a paid subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term (but in no event will you be entitled to or will we be obligated to pay, a refund). Your paid subscription will not be renewed after your then-current term expires.
d. Free-Trial Offers. We may from time to time make all or certain portions of the Services available at no charge (“Freemium Subscriptions”). If you register for one or more Freemium Subscriptions, you acknowledge and agree that you may have limited access to the Services and/or features thereof. See Section 13 for additional terms and conditions applicable to Freemium Subscriptions.
e. No Refunds. Except as we may otherwise agree in writing, all payments for subscriptions, services or products made on or through the Services are non-refundable, and there are no refunds or credits for unused or partially used subscriptions, services or products, even if you cancel your membership or a subscription, service, or product in the middle of a term.
f. Subscription Restrictions. Subscription rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the subscribing customer or user. Moreover, a subscribing customer or user may not use a subscription for the benefit of any other user including a broker, appraiser, researcher, analyst, salesperson or similar net lease property exchange market or other commercial real estate property professional, including, without limitation, those working for the same company or at the same place of business.
7. THIRD-PARTY MATERIALS.
a. Third-Party Materials. You acknowledge and agree that: (i) one or more of the functionalities, services or products available on or via the Services may be made available by third parties (“Third-Party Service Providers” and such functionalities, services or products, “Third-Party Materials”); (ii) certain aspects of the Services rely on API integration for certain features and functions, but that API integration has its own inherent level of unpredictability and inconsistency that is out of our control, and that as such we will have no liability for downtime of any Services caused by API integration failures; (iii) Third-Party Service Providers may impose restrictions on purchase and/or use of the particular Third-Party Material, in addition to other terms and conditions, including without limitation, those set forth in any applicable terms and conditions agreed to by or otherwise made available to you (collectively, “Third-Party Requirements”); (iv) you are solely responsible for compliance with, and will ensure that you and all your authorized users comply with, all Third-Party Requirements; and (v) we may at any time terminate and/or discontinue any Third-Party Materials, including as a result of termination of our relationship with the applicable Third-Party Service Provider. ALL THIRD-PARTY MATERIALS ARE MADE AVAILABLE VIA THE SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED OR OTHER.
b. Links to Third-Party Sites or Content. Links from the Services to external sites or inclusion of advertisements and other third-party content on the Services (including User Content and Listing Content), do not constitute an endorsement by us of such sites or the content, products, advertising and other materials presented on such sites or of the products and services that are the subject of such third-party content, but are for our users’ reference and convenience. We do not control third-party sites or content, and as a result are not and will not be responsible for them. Such sites and content are governed by their respective owners’ terms of use and privacy policies, and not these Terms (including our Privacy Policy). We expressly disclaim any liability derived from the use and/or viewing of such links or content that may appear on the Services, and you hereby agree to hold us harmless from any liability that may result from the use of such links or content.
8. OWNERSHIP AND LICENSES.
a. Ownership. As between you and us, you will own all right, title and interest in and to Your Content. We or our licensors will own and retain all right, title and interest in and to the following (collectively, “Our Property”): (i) the Services, including the Platform, the Technology, and all improvements, enhancements or modifications to any of the foregoing; (ii) any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with the Services (collectively, “Results”); (iii) the “Net-Trade.com” name, brand, marks and other similar intellectual property; (iv) any suggestion, enhancement request, recommendation, correction or other feedback provided by you or your authorized users relating to the subject matter of these Terms (collectively, “Feedback”); (v) any and all performance data, test or evaluation results, or other metrics derived from the Services, including the Platform and Aggregated Data (as defined below); and (vi) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. During and after the term of your use of the Services, each of you and we will cooperate with the other to do any and all things which reasonably necessary or desirable to establish, maintain, protect and enforce our or your exclusive ownership of the property identified in this Section.
b. Use of Data. Notwithstanding anything to the contrary, and to the extent not prohibited by Law, we will have the right to collect and analyze Your Content and other information relating to the provision, use and performance of various aspects of the Services (including the Platform and Technology, and including, without limitation, Your Content and data derived therefrom), and we will be free (during and after the term of your use of the Services) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, including the Platform, the Technology and/or our other service or product offerings; and (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with our business without disclosing your identity, or the identity of any of your individual authorized users (“Aggregated Data”). No rights or licenses are granted except as expressly set forth herein.
c. Feedback. Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by us (whether alone or together with you or any other third-party or parties) arising out of or relating to Feedback are and will remain our sole and exclusive property.
9. PRIVACY.
We use Your Information as set forth in our Privacy Policy. Our Privacy Policy is hereby incorporated into these Terms by reference.
10. CONSENT TO ELECTRONIC COMMUNICATION.
By using the Services, you agree to allow us to communicate with you electronically (e.g., via an email we have on file for you or by posting of the relevant communication or notice on the Services), and you consent to electronic delivery of notices, documents, and other materials from us or the Services, including via the Platform or e-mail. If you are a Registered User, you also agree to check your account for alerts and messages, and the e-mail account reflected on your account on a reasonably regular basis to stay apprised of important notices and information about your account.
11. INTERNATIONAL USERS.
The Services are controlled, operated and administered by us from our offices within the United States of America. We make no representations that the Services or any Content are permissible, appropriate or available for use in other jurisdictions. If you use the Services or any Content from a location outside the United States, then you do so by your own volition and you are solely responsible for compliance with all applicable Laws (including local laws and any applicable United States export control laws). You must not access or use the Services or any Content in a manner prohibited by any applicable Laws.
12. LINKING TO THE SERVICES AND SOCIAL MEDIA FEATURES.
a. You may link to certain portions of the Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior written consent.
b. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain Content available on the Services; send e-mails or other communications with certain content, or links to certain Content available on the Services; or cause limited portions of Content to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content with which they are displayed, and otherwise in accordance with these Terms and any additional terms and conditions that we may provide with respect to such features. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) use the Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any website; or (iii) otherwise take any action with respect to the materials available on the Services that is inconsistent with any other provision of these Terms.
c. Any website from which you are linking, or on which you make certain Content accessible, must comply in all respects with these Terms. You agree to cooperate with us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
13. FREEMIUM SUBSCRIPTIONS.
Notwithstanding anything to the contrary in these Terms, you acknowledge that Freemium Subscriptions may be provided for evaluation or other related purposes and, therefore, may contain bugs or errors, and will be subject to additional terms (including those set forth below).
14. INDEMNIFICATION.
You will indemnify, defend and hold us, and our subsidiaries, affiliates, members, managers, directors, officers, equity holders, contractors, employees and agents, harmless from and against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys’ fees and the costs of enforcing this provision and of pursuing any insurance providers) arising from or relating to: (i) any of Your Content, including any misleading, false, or inaccurate information, or use, disclosure or storage of Your Content by us or on our behalf in accordance with these Terms; (ii) your failure to comply with any applicable Laws, or any of your other obligations, covenants, representations and warranties set forth in these Terms; (iii) your access or use of the Services or any Content, in whole or in part; (iv) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (v) your gross negligence, fraud, or willful misconduct; (vi) any other party’s access and use of the Services with your unique Access Credentials; or (vii) any dispute between you and any other user of the Services, whether in relation to any Transaction Documents or otherwise.
15. DISCLAIMERS.
THE SERVICES (INCLUDING THE TECHNOLOGY AND ALL CONTENT) ARE PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. Without limiting the generality of the foregoing:
a. You acknowledge that all or a portion of the Services and any Content may be temporarily unavailable for any reason, including scheduled maintenance, unscheduled emergency maintenance, force majeure or for other reasons affecting us, the Registered User (as applicable) or our other applicable Third-Party Service Providers, or because of other causes beyond our control. WE DO NOT WARRANT THAT ACCESS TO THE SERVICES OR ANY CONTENT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY THAT THE SERVICES, ANY CONTENT (IN WHOLE OR IN PART) WILL BE PROVIDED AT ANY PARTICULAR INTERVALS OR AT ALL, OR IF PROVIDED, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULT, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LAWS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE, OR BE AGE APPROPRIATE OR UNOFFENSIVE.
b. WE DO NOT: (i) WARRANT THE ACCURACY, ADEQUACY, COMPLETENESS OR APPROPRIATENESS OF ANY CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR THE SAME, INCLUDING ANY ERRORS OR OMISSIONS IN THE SAME; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY CONTENT AVAILABLE ON THE SERVICES. ALL CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES IS PROVIDED FOR YOUR INFORMATIONAL PURPOSES ONLY. THIS CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL WE BE LIABLE IN ANY WAY WITH REGARD TO SUCH CONTENT. YOUR CONSUMPTION OR OTHER USE OF ANY SUCH CONTENT IS AT YOUR SOLE AND EXCLUSIVE RISK.
c. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR THE CONTENT (INCLUDING ANY USER CONTENT), WILL CREATE ANY WARRANTY REGARDING US OR ANY OF THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN THE CONTENT (INCLUDING ALL USER CONTENT AND OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES), AT YOUR OWN DISCRETION AND SOLE RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES OR ANY CONTENT, YOUR DEALINGS WITH ANY THIRD-PARTY, AND YOUR CONSUMPTION OR OTHER USE OF ANY CONTENT (INCLUDING ALL USER CONTENT OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES). YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, OR THE LOSS THEREOF OR OF ANY DATA THAT MAY RESULT FROM THE USE OF THE SERVICES OR THE USE OF ANY CONTENT (INCLUDING USER CONTENT OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES).
d. ALL THIRD-PARTY MATERIALS INCLUDED IN OR OTHERWISE MADE AVAILABLE VIA THE SERVICES ARE PROVIDED "AS IS" AND SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER.
e. YOUR USE AND ACCESS TO THE SERVICES (INCLUDING ANY CONTENT) IS AT YOUR SOLE AND EXCLUSIVE RISK, AND YOU CAN AND SHOULD CONDUCT YOUR OWN DUE DILIGENCE YOU DEEM NECESSARY OR APPROPRIATE BEFORE DOING SO.
16. LIMITATIONS ON LIABILITY.
a. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR THE PROVISION OF THE SERVICES OR ANY CONTENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES OR ANY CONTENT (IN WHOLE OR IN PART); (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF YOUR DATA, OR A BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE CONSUMPTION OR USE OF THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION, FINANCIAL LOSS, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S CONSUMPTION OF OR RELIANCE ON CONTENT AVAILABLE BY, OR AS A RESULT OF, THE SERVICES.
c. IN NO EVENT WILL OUR, AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID US FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
d. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you. In the event that the foregoing is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
17. OUR REMEDIES.
You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms. You agree that (notwithstanding Section 18 below) we may bring any action or proceeding with regard to such injunction restraining such breach or threatened breach in the courts of record of Miami-Dade County, Florida, or the United States District Court, Southern District of Florida, Miami Division. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such court, and waive any objection to the laying of venue of any such action or proceeding in such court.
18. LEGAL DISPUTES.
a. Applicable Law. These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that the Services will be deemed: (i) solely based in the State of Florida; and (ii) a passive service that does not give rise to personal jurisdiction over us and our assigns, either specific or general, in jurisdictions other than the State of Florida.
b. Agreement to Arbitrate. Any civil action, claim, dispute or proceeding arising out of or relating to these Terms or any previous version of these Terms, your use of or access to the Services, including any Content (except for an injunctive action regarding a breach or threatened breach of any provision of these Terms by you as provided above) will be resolved exclusively through final and binding arbitration, before a single arbitrator, rather than in court.
b.i. Before initiating arbitration, you acknowledge and agree that you will first give us an opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us including, but not limited to, information or representations related to the Services and upon which you rely to [email protected] , Attn: Legal Dispute. You agree to negotiate with us in good faith about your problem or dispute.
b.ii. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. You and we agree that the arbitrator will apply the terms of these Terms as a court would.
b.iii. The arbitrator, and not any federal, state or local court or agency, will have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, and to arbitrate any part of these Terms, including any claim that all or any part of this section or these Terms is void or voidable.
b.iv. The arbitration will be conducted by the American Arbitration Association (the “AAA”) exclusively in Miami-Dade County, Florida, under the AAA’s rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this section. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at http://www.adr.org.
b.v. You and we will select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within 30 days after the notice of arbitration is served, then the AAA will select the arbitrator. Arbitration will not commence until the party requesting arbitration has deposited U.S. $1,000 with the arbitrator for the arbitrator’s fees and costs. Subject to the foregoing, payment of all filing, administration and arbitrator fees will be governed by the AAA's applicable consumer rules. The parties shall be responsible for their own attorneys' fees and costs in arbitration, unless they are authorized by law or the arbitrator determines that a claim was frivolous or brought for an improper purpose or in bad faith.
b.vi. The arbitration hearing will commence within 60 days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within 60 days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four evidentiary depositions, and exchange two sets of document production requests and two sets, each, of not more than 10 interrogatories.
b.vii. The arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law.
b.viii. Judgment on any award rendered by the arbitrator is final, binding and conclusive on you and us and your and our respective administrators, executors, legal representatives, successors and assigns, and may only be entered in the state or federal courts of record for Mia
Address: 929 Alton Road, Suite 500
Miami Beach, FL 33139
Telephone: (305) 977-7700
E-mail: [email protected]
