TERMS OF USE

WEB SITE TERMS OF USE

Welcome to this Zurple residential brokerage Web site (this "Web Site"). Zurple, Inc. and its paid licensee provide this Web Site for your use subject to the following terms of use (these "Terms"). These Terms explain a contractual agreement between you ("User," "You," "Your") and Zurple, Inc. and its paid licensee ("We," "Us," "Our") regarding Your use of this Web Site. You should print a copy of these Terms for Your records. Please note, however, that We may update and amend these Terms from time to time.

1. WHAT YOU SHOULD KNOW

The goal of this Web Site is to provide You with access to information about real estate properties, services, products, and related links to meet Your needs (the "Content"). The Terms are meant to protect all of Our visitors to this Web Site, and Your access to and use of this Web Site signifies Your agreement with these Terms. DO NOT USE THIS WEB SITE IF YOU DO NOT AGREE WITH THESE TERMS. We reserve the right, in Our sole discretion, to modify, alter or otherwise update these Terms at any time. Such modifications, alterations, and updates shall be effective immediately upon posting. You agree to be bound by such modified, altered, and updated Terms if You access or use this Web Site after We have posted notice of such modifications, alterations or updates.

Consistent with Our goals, this Web Site may permit You to link to many other Web sites that may or may not be affiliated with this Web Site and/or with Us. The other linked Web sites have different terms of use that are not the same as these Terms. Your access to and use of such linked Web sites through links provided on this Web Site is governed by the terms of use and policies of those sites, not this Web Site.

2. PRIVACY

Registration data and certain other information about You is subject to our Privacy Policy. For more information, please review Our Privacy Policy.

3. USE OF THIS WEB SITE

We control and operate this Web Site. All Content on this Web Site, including, but not limited to, text, photographs, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by United States and worldwide copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes). The Content is owned and controlled by Us or Our affiliates, or by third party content providers, merchants, sponsors and licensors (collectively the "Providers") that have licensed their content or the right to market their products and/or services to Us. Content on this Web Site or any Web site owned, operated, licensed or controlled by the Providers is solely for Your personal, non-commercial use. You agree to abide by all additional copyright notices, information, or restrictions contained in any Content. You may download a single copy of any Content contained on this Web Site, solely for Your personal, non-commercial use, consistent with these Terms, provided that You maintain all copyright and other notices contained in such Content.

You may not copy, reproduce, republish, upload, post, transmit, distribute, and/or exploit the Content in any way (including by e-mail or other electronic means) for commercial use without the prior written consent of Us or the Providers. You may request consent by faxing a request to Zurple Inc.'s Legal Department at (619) 996-2015. Your modification of the Content, use of the Content on any other Web site or networked computer environment, or use of the Content for any purpose other than personal, non-commercial use, without the prior written consent of Us or the Providers, violates the intellectual property rights and proprietary rights of the Content owners and is prohibited.

You may not use on Your Web site any registered or unregistered trademarks, service marks or copyrighted materials appearing on this Web Site, including but not limited to any logos or characters, without the express written consent of the owner of the mark or copyright. You may not frame, deep link, or otherwise incorporate into another Web site any of the Content or other materials on this Web Site without Our express prior written consent.

Violation of trademark and copyright laws may result in significant civil liability or criminal penalties under United States and/or worldwide copyright and trademark laws. You recognize that any reproduction or use of Content, except as authorized by these Terms, is considered intentional infringement.

4. USER'S RESPONSIBILITIES

You warrant and represent to Us that You will not use this Web Site for any purpose that is unlawful or prohibited by these Terms, including without limitation the posting or transmitting any threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material. If You violate any of these Terms, Your permission to use this Web Site immediately terminates without the necessity of any notice. We retain the right to deny access to anyone at Our discretion for any reason, including for violation of these Terms.

You are solely responsible for Your Information, and We act as a passive conduit for Your online distribution and publication of Your Information. As used in these Terms, "Information" means any information or data that You submit to this Web Site and any information or data that is generated by this Web Site as a result of Your use of this Web Site.

In the event that You are provided with User identification numbers or codes (collectively, "ID's"), confirmation numbers, and/or passwords (as applicable) in the use of this Web Site, You shall maintain such User ID's, confirmation numbers, and/or passwords in confidence and You agree not to distribute or disclose the same to third parties. It is Your responsibility to notify Us if We need to change or discontinue any of Your ID's, confirmation numbers, or passwords. It is also Your responsibility to immediately request discontinuation of an ID, confirmation number, or password upon Your knowledge or belief that such ID, confirmation number, and/or password is, or may be subject to, a breach of confidentiality. We may suspend or terminate Your service or access to this Web Site if We believe a breach of these Terms has occurred.

You agree to provide true, accurate, current and complete Information. If You provide any Information that is untrue, inaccurate, not current or incomplete (or We have reasonable grounds to suspect that such Information is untrue, inaccurate, not current or incomplete), We have the right to suspend or terminate Your access and activity, and refuse any and all current or future use, of this Web Site.

5. PROHIBITED ACTIVITIES

You are specifically prohibited from any use of this Web Site, and You agree not to use or permit others to use this Web Site, for any of the following: (a) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques; (b) disclose to, or share with, the assigned confirmation numbers and/or passwords with any unauthorized third parties or using the assigned confirmation numbers and/or passwords for any unauthorized purpose; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software or HTML code comprising or in any way making up a part of this Web Site; (d) upload, post, emailing or otherwise transmitting any Information, Content, or proprietary rights that You do not have a right to transmit under any law or under contractual or fiduciary relationships; (e) violating any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law; and, (f) using any robot, spider, intelligent agent, other automatic device, or manual process to search, monitor or copy Our Web pages, or the Content without Our prior written permission, provided that generally available third party Web browser such as Microsoft Internet Explorer®, Safari® and Mozilla® may be used without such permission.

6. INFORMATION POSTED TO WEB SITE

With respect to all Information You elect to post to publicly accessible areas of the Web Site, You agree that We have the right to use, reproduce, modify, publish, perform and display such Information (in whole or part) worldwide; provided that such use is subject to the terms of Our Privacy Policy.

You acknowledge and agree that We may preserve Information and may also disclose Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Our business, employees, Providers, affiliates, users, and/or the public.

7. LINKS TO OTHER WEB SITES

This Web Site may contain links to third-party and/or other Zurple-affiliated Web sites not under Our control or operation (the "Linked Sites"). The links will let You leave this Web Site, and You access them at Your own risk. You acknowledge that We provide the Linked Sites for Your convenience and information only. We do not endorse nor are We responsible for any content, information, or other related materials found at any such Linked Sites or any links contained within such Linked Sites, whether or not We are affiliated with the owners of such Linked Sites. Moreover, We do not control any use of content, information or other related material that You provide to, or is collected and/or tracked by, such Linked Sites. Such use by Linked Sites is governed by the terms of use statements and/or privacy policies of such Linked Sites, not this Web Site, and as a result may differ from Ours. You may not establish a hyperlink to this Web Site or provide any links that state or imply any sponsorship or endorsement of Your Web site by Us or the Providers.

8. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Web Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings are solely between You and such advertiser. You agree that We (and the Providers) shall neither be responsible nor liable for any loss or damage incurred by You as the result of any such dealings or as the result of the presence of such advertisers on this Web Site.

9. NO WARRANTIES

ALL CONTENT ON THIS WEB SITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. OTHER THAN THOSE WARRANTIES WHICH, UNDER THE U.S. LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAW AND ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

NEITHER WE, OUR AFFILIATED OR RELATED ENTITIES, NOR THE PROVIDERS, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, AND DISTRIBUTION OF THIS WEB SITE, WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT THAT YOU ACCESS ON THIS WEB SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION ONLY. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEB SITE, OR AS TO THE RELIABILITY, ACCURACY, USEFULNESS, OR CURRENCY OF ANY CONTENT, SERVICE, AND/OR MERCHANDISE ACQUIRED PURSUANT TO YOUR USE OF THIS WEB SITE.

WE ARE A DISTRIBUTOR AND NOT A PUBLISHER. WE HAVE NO MORE EDITORIAL CONTROL OVER SUCH INFORMATION AND CONTENT THAN DOES A PUBLIC LIBRARY OR NEWSSTAND. ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, OFFERS, OR OTHER INFORMATION EXPRESSED OR MADE AVAILABLE BY THIRD PARTIES (INCLUDING IN THE LINKED SITES) ARE THOSE OF THE RESPECTIVE AUTHORS OR DISTRIBUTORS OF SUCH CONTENT.

YOU USE THIS WEB SITE AT YOUR OWN RISK. YOU (AND NOT US) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING (INCLUDING WITHOUT LIMITATION YOUR INTERNET CONNECTION) AND REPAIR OR CORRECTION OF YOUR SYSTEM.

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE NOR OUR AFFILIATED OR RELATED ENTITIES (INCLUDING PROVIDERS), NOR ANY OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, NOR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION AND DISTRIBUTION OF THIS WEB SITE, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION FROM THE USE OR ATTEMPTED USE OF THIS WEB SITE OR ANY OTHER LINKED SITE.

OUR LIABILITY, AND THE LIABILITY OF OUR PROVIDERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $500. Some states do not allow for the limitation of liability, so the foregoing limitation may not apply to You.

BY WAY OF EXAMPLE ONLY, WE AND RELATED PERSONS AND ENTITIES SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CLAIM OR DAMAGE ARISING FROM: FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, OR THE RELIANCE UPON OR USE OF CONTENT, INFORMATION, OPINIONS OR OTHER MATERIALS APPEARING ON THIS WEB SITE. MOREOVER, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this Section 10 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of Us and the Providers, and to all respective officers, directors, employees, representatives, attorneys, and agents.

11. GOVERNING LAW AND JURISDICTION

We operate this Web Site (excluding Linked Sites) from Our offices within the State of California. It can be accessed from all 50 states, as well as from other countries around the world. As each of these places has laws that may differ from those of California, by accessing this Web Site, You agree that these Terms and Your use of the Web Site shall be governed in all respect by the internal substantive laws of the State of California, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to exclusive jurisdiction and venue in the state and federal courts located in the State of California for all disputes, cases and controversies regarding this Web Site, Your use of this Web Site, and Your relationship with Us. We make no representation that materials on this Web Site are appropriate or available for use in other locations, and accessing them from territories where the Content is illegal is prohibited. Those who choose to access this Web Site from other locations do so at their own risk and are responsible for compliance with local laws, including laws regarding the transmission of technical data exported from the United States or the country in which You reside.

12. INDEMNIFICATION

We reserve the right to report any wrongdoing, if and when We become aware of it, to any applicable government agencies. You agree to indemnify, defend and hold Us and the Providers, Our and their officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from Your use of this Web Site, Your breach of any provision of these Terms and/or any negligent acts, omissions or intentional wrongdoing by You. Any such indemnification shall be conditioned on Our: (a) notifying You in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with You in the defense or settlement thereof; and (c) allowing You to control such defense or settlement. We shall be entitled to participate in such defense at Our own cost and expense.

13. MESSAGE BOARDS

In the event that We provide message boards or discussion forums on this Web Site (the "Forums"), You agree to use the Forums only in a noncommercial manner. You shall not, without our express approval, distribute or otherwise publish any material containing any solicitation of funds, advertising, or written solicitation for goods and services. You agree that any uploaded materials may be republished without compensation to You or any other person or entity. In addition, You warrant that all moral rights in any uploaded materials have been waived. While We do not and cannot review every message posted by You or any other User in the Forums, and although We are not responsible for these messages, We reserve the right (but not the obligation) to delete, move, or edit messages that We, in our sole discretion, deem abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. We do not endorse any Information posted on this Web Site.

You agree that You must evaluate, and bear all risks associated with, the use of any messages, Information, or Content, including any reliance on the accuracy, completeness, or usefulness of such messages, Information, or Content. In this regard, You acknowledge that You may not rely on any Content We create or information submitted to Us by third parties, including without limitation, information in the Forums, and in all other parts of this Web Site.

14. OTHER GENERAL PROVISIONS

These Terms are for the benefit of Us and the Providers, Our and their officers, directors, employees, affiliates, agents, licensors, and suppliers. Each of these individuals or entities shall have the right to assert and enforce these Terms directly against You on its (or their own) behalf. Our failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches.

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only.

You and We are dealing at arms' length, creating a commercial relationship. We are not Your Agent or Your fiduciary, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.

The provisions and conditions of these Terms, and each obligation referenced herein, represent the entire Agreement between Us (including the Providers), Our affiliated or related entities, and You, and supersede any prior agreements or understandings not incorporated herein. In the event that any inconsistencies exist between these Terms and any future published terms of use or understanding, the last published Terms shall prevail.

WE RESERVE ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THESE TERMS.

Last revised: December 9, 2019

USER AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY. YOUR USE OF THIS WEBSITE ("SITE") IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT WITHOUT MODIFICATION. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THIS USER AGREEMENT AND ALL RULES, POLICIES, TERMS, AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PRIVACY POLICY LOCATED AT searchingnapervillehomes.com/privacy, INCORPORATED BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO THESE SITE TERMS, DO NOT USE THIS SITE.

IF YOU HAVE NOT READ THIS AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THIS AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE SITE.

1. Scope and Acceptance
This Site is hosted by Zurple, Inc.. or one of its affiliates (collectively "Constellation") on behalf of and as data processor and a service provider for one of its real estate industry customers (the "Company"). The Company is the data controller and its full name and contact details are set out on the Site. Constellation and Company are independent contractors and are not partners or otherwise engaged in any joint venture in delivering the Site. Unless expressly stated otherwise, any reference to "we", "us" or "our" shall refer to the Company. Nothing in this Agreement shall have the effect of making Constellation a sole or joint data controller.

Anyone who accesses or uses the Site is a "User." This Agreement applies exclusively to your access to, and use of, the Site, so please read it carefully. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Constellation, Company, or their respective affiliates for services, products or otherwise. We reserve the right to change or modify this Agreement and the Site, at any time. If we decide to change the Agreement, we will post a new version on the Site and update the date. Any changes or modifications will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your use of the Site following the posting of changes or modifications to the Agreement will constitute your acceptance of the revised Agreement. Therefore, you should frequently review the Agreement, including applicable policies, from time-to-time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must immediately stop using the Site. You agree that your sole and exclusive remedy with respect to any changes to this agreement is to discontinue use of the Site.

If you are accessing or using the Site on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to this Agreement.

The Site is not intended or authorized for use by persons under the age of eighteen (18). By using the Site, you represent and warrant that you are eighteen (18) years of age or older and that you agree to and agree to abide by all of the terms and conditions of this Agreement. If we believe that you are under the age of eighteen (18) or that you are not old enough to consent to and be legally bound by this Agreement, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Site (or any portion, aspect, or feature thereof), or (ii) delete any content or information that you have posted through the Site.

2. Privacy
We believe strongly in providing you notice of how we collect and use your data, including personally identifying information, collected from the Site. We have adopted a Privacy Policy, which is available at searchingnapervillehomes.com/privacy to which you should refer to fully understand how we collect and use personally identifying information. The Privacy Policy may be changed from time to time and is effective immediately upon posting such changes to the Site.

3. Account Information and Security
In order to use certain areas of the Site, we may ask you to create an account and select a password and/or provide us with certain personal information. This information will be held and used in accordance with the Privacy Policy. By filling out any forms on the Site, providing information to us or making any inquiry, you acknowledge that we have an established business relationship and you expressly consent to being contacted by us, or by our service providers, including Constellation, on our behalf, whether by phone, mobile phone, email, mail, texting or otherwise.

You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITY ASSOCIATED WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU, INCLUDING CONTENT PUBLISHED OR PURCHASES MADE THROUGH YOUR ACCOUNT.

Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.

Please note that if a "Public Area" is available on the Site, such as a forum, message board, or other community area that allows User posts, you are solely responsible for any information, text, photos, content or material that you upload, post or transmit to such area. You are also responsible for your reliance on any communications found in such areas. If you feel you or someone is in danger, or you believe illegal conduct may take place or has taken place, you should contact your local law enforcement agency immediately.

4. Operation
The specific features and functionality of the Site are dynamic and may change from time to time. We reserve complete and sole discretion with respect to the operation of the Site. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Site at any time.

5. Inaccuracies on the Site and Service and Property Listing Data
The Site may include inaccuracies or errors, and additions, deletions, and alterations could be made to the Site by unauthorized third parties. Although we attempt to ensure the integrity of the Site, neither the Company nor Constellation make any guarantees as to the timeliness, completeness, or accuracy of the Site or any of the content on the Site. Specifically, any real estate listing data provided to you in connection with the Site is not intended to be a representation of the complete Multiple Listing Service ("MLS") data for any of our MLS sources. Neither the Company nor Constellation are liable for, nor do they guarantee, the accuracy of any listing data or other data or information found on the Site, and all such information should be independently verified. The information provided in connection with the Site is for the personal, non-commercial use of consumers and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing. Some properties which appear for sale on this website may no longer be available because they are under contract, have sold, or are no longer being offered for sale. If you believe any portion of the Site includes an error or inaccuracy, please notify us.

6. Availability of the Site and Service
It is not possible to operate the Site with 100% guaranteed uptime. We will make reasonable efforts to keep the Site operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Site. In addition, we reserve the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Site, with or without notice. You agree that neither the Company nor Constellation shall be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Site.

7. Technical Requirements
Use of the Site requires Internet access through your computer or mobile device. You are responsible for all charges for Internet or mobile access resulting from your use of the Site, including from any notifications provided by the Site. Neither the Company nor Constellation do guarantees that the Site will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript, cookies, or other technologies enabled to use certain features of the Site; if you do not have or do not implement or enable these technologies, certain features of the Site may not be functional for you.

8. Proprietary Rights
The content, structure, "look and feel," and all other elements of the Site are protected by copyright and other intellectual property laws of the United States and other jurisdictions. You may not sell, license, distribute, copy, publish, publicly perform or display, modify, adapt, translate, or create derivative works from, or otherwise make unauthorized use of, the Site or any portion thereof without the express prior written consent of both the Company and Constellation. Both the Company and Constellation reserve all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest to the Site or any portion thereof, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. You acknowledge that the Company and Constellation will aggressively enforce intellectual property rights with respect to the Site to the fullest extent of the law.

9. Permitted Use
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Site and all materials available on or through the Site ("Site Materials") solely for your own personal use in accordance with the license scope and use restrictions specified in this Agreement and any other applicable agreement between you and us. You may not use the Site or any Site Materials for commercial purposes. You agree not to use the Site or Site Materials for any unintended purpose, for any unlawful purpose, or in any way that might harm, damage, or disparage any other party, including Constellation, Company, their respective affiliates, and all of their respective suppliers. Without limiting the preceding sentence, you agree that you will not do, or attempt to do, any of the following, unless expressly authorized by us to do so: (a) alter or modify the Site, or make any electronic reproduction, adaptation, distribution, performance, or display of the Site, or any portion thereof, except to the extent permitted by the intent and functionality of the Site or as required for the limited purpose of reviewing material on or interacting with the Site for the intended purpose of the Site; (b) sell, rent, lease, transfer, distribute, or assign to any third party any rights to the Site, or related materials; (c) remove or modify any proprietary notice or labels on the Site, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application; (d) use the Site for comparative or competitive research purposes; (e) copy, modify, or erase any information contained on computer servers used or controlled by us or any third party except to the extent permitted by the intent and functionality of the Site; (f) use the Site to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; (g) access or use any password-protected, secure, or non-public areas of the Site, or access data on the Site, not intended for you, except as specifically authorized in writing by us; (h) impersonate or misrepresent your affiliation with any person or entity, or allow a third party to use your identification or to pretend to be you; (i) use any automated means (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Site) to access or use the Site, or display the Site, or portions thereof (e.g., deep linking, framing, scraping, etc.), without our express written permission; (j) attempt to or actually disrupt, impair, or interfere with the Site, or any information, data, or materials posted or displayed by us; (k) attempt to probe, scan, or test the vulnerability of the Site or breach any implemented security or authentication measures, regardless of your motives or intent; (l) attempt to interfere with or disrupt access to or use of the Site by any User, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; (m) post any content to the Site that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to Constellation’s or Company’s mission; or (n) use the Site in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.

10. Submissions
You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding Constellation or the Company, or the Site provided by you in the form of postings on the Site, e-mail, or other communication or submission to us are unsolicited and non-confidential. Constellation or the Company, as applicable, will own exclusive rights, including all intellectual property rights, in and to such submissions, and we will be entitled to the unrestricted use of such submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. User Content
We may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit text, graphics, photos, audio, video, or other content (collectively, "User Content"). By making available any User Content on or through the Site, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through multiple tiers), to view, use, copy, distribute, publicly display and perform, transmit, stream, broadcast, adapt, modify, create derivative works of, and otherwise exploit such User Content on, through, or by means of the Site. We will not pay you for any User Content and we do not claim any ownership rights in any such User Content. Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content independent of the Site. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through, or by means of the Site will infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (iii) all User Content complies with the permitted use of the Site under this Agreement; and (iv) the User Content does not include any false or misleading information and was not submitted under false pretenses. We may, but are not obligated to, (a) record, monitor, modify, or disclose User Content; (b) investigate a complaint that User Content violates this Agreement, and determine in our sole discretion whether to remove the User Content or take other action; (c) remove User Content if we determine in our sole discretion that a violation of the Agreement has occurred or may occur in the future; and/or (d) terminate a User’s access to the Site (or any portion thereof) if he or she has violated this Agreement.

12. Third Party Content
The Site may contain or display various materials and content from third parties, including advertising and promotional content ("Third Party Content"). The mere display on or through the Site of such Third Party Content does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of any third party or any affiliation between any such third party and us or Constellation. Furthermore, in using and accessing the Site, you agree that neither we nor Constellation are in any way responsible for the timeliness, completeness, or accuracy of Third Party Content. Our display of specific Third Party Content does not suggest a recommendation by us or Constellation of the third party or any products or services offered by the third party. Your interaction with any third party accessed through the Site (whether online or offline) is at your own risk, and neither we nor Constellation will have any liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party. The Site may also contain references or links to third-party properties, such as real properties and websites and other online services, not controlled by us or Constellation. Such references and links are provided solely as a convenience to you and such references and links should not be considered endorsements or recommendations of such third-party properties. You acknowledge and agree that neither we nor Constellation are not responsible for any aspect of the information or content contained in any third-party properties. You agree that neither we nor are responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such third-party properties. If you access, visit, or use any third-party properties referred to on the Site, you do so at your own risk. For the avoidance of doubt, this Agreement applies solely to the Site and does not apply to any third party website that may be accessed via third party links on the Site. We encourage you to review the third party agreements of any third party website you choose to access, as their agreements may differ from ours.

13. Disclaimers
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE AND SITE MATERIALS ARE AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SITE (INCLUDING ALL SITE MATERIALS, THIRD-PARTY CONTENT, AND ALL PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE SITE) ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONSTELLATION, COMPANY, THEIR RESPECTIVE AFFILIATES, AND ALL OF THEIR RESPECTIVE SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE SITE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE (INCLUDING SITE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SITE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. NEITHER COMPANY NOR CONSTELLATION IS RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY. NEITHER COMPANY NOR CONSTELLATION MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. CONSTELLATION IS MERELY A SERVICE PROVIDER TO COMPANY, AND IN NO EVENT SHALL CONSTELLATION BE LIABLE TO USER FOR ANY OF THE PRODUCTS, SERVICES, CONTENT OR INFORMATION PROVIDED THROUGH THE SITE OR OTHERWISE PROVIDED BY OR ON BEHALF OF COMPANY, AND CONSTELLATION MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL COMPANY, CONSTELLATION, THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, ADVERTISERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE SITE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE (INCLUDING SITE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, OR ANY PORTION THEREOF, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IF, DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED U.S. DOLLARS ($100).

15. Indemnity
YOU UNDERSTAND AND AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR IN CONNECTION WITH USE OF THE SITE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY, CONSTELLATION, THEIR RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE SITE.

16. Termination
You agree that either we or Constellation may, in our sole discretion and without prior notice, terminate your access to or use of any of the Site at any time and for any reason, with or without cause. This right is in addition to any other remedies we or Constellation may have at law or in equity. You consent to our obtaining any injunctive or equitable relief that we or Constellation deems necessary or appropriate in such circumstances, without the need for a bond. You agree that neither we nor Constellation will be liable to you or to any third party for termination of your access to, or use of, the Site as a result of any breach of the Agreement or for any reason at all.

17. Copyright Infringement
We take copyright violations very seriously. We may remove material from the Site that appears in our sole discretion to infringe upon the copyright or other intellectual property rights of others, and we may terminate the access rights of any infringer. If you believe a work protected by a U.S. copyright you own has been posted on the Site without authorization, or has been mistakenly removed, you may notify our copyright agent as provided below, and provide the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work or works claimed to have been infringed, or mistakenly removed; (c) a detailed description of the material you claim is infringing, or has been mistakenly removed, together with information sufficient to enable us to locate it, including the URL where the infringing material appears; (d) your name, mailing address, telephone number, and e-mail address; (e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law, or has been mistakenly removed; and (f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed. To notify us of claimed copyright infringement, or to file a counter-notice in response to a takedown, please contact us at: DMCA Agent: DMCA Notice Manager, Attention: Legal Department, 3633 136th Place Southeast, Suite #300, Bellevue, WA 98006 Phone No.: 425-952-5500 Email address: [email protected]

18. International Use
Constellation’s servers and the operations of Constellation and the Company are located primarily in the United States and the policies and procedures of Constellation and the Company are based primarily on United States law. Because of this, the following provisions apply specifically to Users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including submissions and personal data) to and in the United States and/or other countries; (ii) if you are using the Site from a country embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or use the Site; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Site. The Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Constellation or the Company to any registration requirement within such jurisdiction or country.

19. Dispute Resolution
19.1 Initial Dispute Resolution Process. We intend to resolve any and all disputes that may arise between us and Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to us in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. We shall respond promptly with responsive information from its perspective. You and we shall communicate promptly following the delivery of the response, and as often as you and we mutually deem necessary or desirable thereafter, in an attempt to resolve the matter.

19.2 Class Action Waiver. You and we agree that any proceedings to resolve or litigate any dispute, whether through a court of law or alternative dispute resolution, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

19.3 Wavier of Jury Trial. THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE GIVING UP A RIGHT TO A JURY TRIAL.

20. Miscellaneous.
20.1 Applicable Law and Venue. This Agreement and any action related to this Agreement will be governed by the laws of the State of Maryland, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Site or this Agreement will be exclusively in the federal or local courts located in Seattle, Washington.

20.2 Entire Agreement. This Agreement (including all rules, policies, terms, and conditions incorporated herein by reference) constitutes the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior agreements, negotiations, or other communications between you and us, whether oral or written, with respect to the subject matter hereof.

20.3 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation, shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby.

20.4 Waiver. No failure or delay in enforcing any provision, exercising any option, or requiring performance shall be construed to be a waiver of that or any other right in connection with this Agreement.

20.5 Assignment. You may not assign, by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third party, including in connection with a merger or change of control, without prior written consent by us. Any purported assignment lacking such consent will be void at its inception. We may assign all or part of its rights and/or delegate all or part of our duties under this Agreement to any party, at any time, and in our sole discretion, upon notice of assignment by posting such notice on the Site.

20.6 Third Party Beneficiaries. This Agreement is intended for the benefit of you, the Company, and Constellation as a third-party beneficiary, and their respective permitted successors and assigns. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any other person.

20.7 English Language. The parties have required that the Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.

Jeff Coros Jan Mackey

Baird & Warner
836 W 75th Street
(630) 718-2334
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