GENERAL TERMS OF SERVICE
Membership privileges are granted by Spotawarehouse to individuals exclusively and are granted specifically to the subscribing registered member only. No employee, independent contractor, agent, or affiliate of a competing real estate information service is permitted to access any of the Password Protected Areas of the Spotawarehouse web site without express written permission from Spotawarehouse. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered member without the express written permission of Spotawarehouse. Spotawarehouse requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to the Spotawarehouse system. Members are not permitted to share their individual logon information with others. Spotawarehouse has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions herein, refuses to abide by the Listing Policies as posted and displayed on the Spotawarehouse website, or abuses their rights related to the Spotawarehouse service. Upon registration, which is free, Customer becomes a Basic Member. A Basic Member may search the Spotawarehouse property listings Service, and will receive a subset of results of the available properties matching the Customer’s designated search parameters. In order to view all the available results for a given search, the Customer must upgrade to a Premium Subscription. A Basic Member may also list properties on the Service, but such Customer’s listings will only be able to be fully accessed and viewed in the search results of Premium Subscribers.
Spotawarehouse utilizes email as a vital and primary communication channel with customers. As a registered user, Customers hereby acknowledge and grant Spotawarehouse the permission to communicate with customers via email (as well as other communication channel such as phone and fax) for any purposes Spotawarehouse determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Spotawarehouse will use best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will Spotawarehouse have any liability for sending any email to its registered users/customers.
Submission and Administration of Listings
Customer agrees not to submit any property descriptions, photographs, financial, contact or other information contained in each Property’s data to Spotawarehouse unless the Customer has received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the Property on the Customer’s website or on Spotawarehouse’s website. Specifically, Customer will not submit a photograph if Customer received the photograph from a third party information provider under the terms of a license that does not allow posting of such photograph on the Spotawarehouse website. The Company may, in its sole discretion but without any obligation to search for such, remove Properties that are alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Customers who are alleged to have submitted Properties or other information in violation of this Agreement. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Customer agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active property listings on the Spotawarehouse website. Additionally, the Customer agrees to allow submitted Property listing(s), or any part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the Customer’s website, the Spotawarehouse website and other Spotawarehouse partner websites. The Company shall have the sole authority to choose the manner in which any Property will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Spotawarehouse website and Company shall have the right to modify the property listing in the exercise of its rights under this Agreement. The Customer (a) represents and warrants that all Properties and associated information provided by the Customer will be accurate; (b) agrees that the Customer will not permit the posting of a property on the Spotawarehouse system under a name other than the named licensed real estate agents that have been engaged by the property owner to market the property under the terms of a duly executed listing agreement with the owner; (c) agrees to administer the Properties provided by the Customer and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Properties posted on the Customer’s website or on the Spotawarehouse website. The Company accepts no responsibility for checking the accuracy of reports or data files submitted by the Customer. While the Company shall take all reasonable efforts for data backup and business resumption, the Customer will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Spotawarehouse. Spotawarehouse may add digital watermarks to certain parts of Customer’s property listing, including photographs. Spotawarehouse adds these digital watermarks to protect against the copying or further distribution of Customer’s photographs without Customer’s permission. Spotawarehouse allows Listings to be verified in the Member Account thus moving a Listing to the top of the search results. Customer agrees that this feature shall only be exercised every 72 hours. Spotawarehouse uses the term “month” throughout the website to refer to a listing period. This period, for consistency, is a 30 consecutive day period, regardless of the actual number of days in the particular month a listing is posted. Regarding information posted to individual listings, Customer will only publish contact information, including broker/agent name, phone number and email address in listing fields dedicated to contact information. Contact information will not be entered in listing title or description. Customer will also not enter or update listings via automatic or programmatic means without Spotawarehouse’s prior written consent.
Use of Information
Customer agrees to treat all information obtained from the Service, including listings, member directory, historical transaction information and any information otherwise made available to Customer in the Service (individually and collectively, the “Content”) as proprietary to Spotawarehouse. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Spotawarehouse. Spotawarehouse does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer’s own risk. Customer may access the active property listings in the Service solely to obtain initial information from which further evaluation and investigation may commence.
Customer shall limit access to and use of active property listings and member directory to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to Customer in the Service, for or in connection with any other listing service or device. Customer further shall not use the Service in any other manner for or in connection with any other listing service or device. Customer shall not use the Spotawarehouse Service as part of any effort to compete with Spotawarehouse, including without limitation using the Spotawarehouse Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Spotawarehouse customer, nor shall Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Spotawarehouse Service. Customer shall not use any robot, spider or other automated process to monitor, data mine or copy Spotawarehouse products, services or information; decompile, decode or reverse engineer Spotawarehouse software; or use Spotawarehouse products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes. Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership and will be assessed an excessive use fee of $500.
Members, registered users and Customers are required to maintain the confidentiality of all logins and passwords. Customer is responsible for the activities that occur under Customer’s account, login or password. Spotawarehouse is not responsible for any loss or damage arising from Customer’s failure to maintain the confidentiality of his/her account, logon information or password and/or failure to comply with the terms and conditions set forth in the Membership Privileges, Use of Information or Ownership and License Grant sections of this agreement that relate to confidentiality of account, logon or password information.
Unsolicited Commercial Email (Spam)
Spotawarehouse prohibits the use of its system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the Email The Broker, Email a Friend service or other email services that Spotawarehouse offers to send spam (i.e., unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Spotawarehouse has the right to revoke the privileges of any customer or company that breaches these terms.
Spotawarehouse reserves the right to terminate a Customer’s membership at any time without prior notice with or without cause. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by Customer, discontinuance or material modification of Spotawarehouse services, nonpayment of fees owed by Customer in connection with Spotawarehouse services, account inactivity or technical or security issues. Upon termination, Spotawarehouse shall have no obligation to maintain or forward any content in Customer’s account.
Ownership and License Grant
Spotawarehouse retains all rights (including Intellectual Property Rights as defined below), title and interest in the Spotawarehouse Web site, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Spotawarehouse’s technology or delete or alter author attributes or copyright notices. Customer shall use the Spotawarehouse system solely for his/her own use and shall not allow others to use the Spotawarehouse system under or through that Customer’s login ID/email and password.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL SPOTAWAREHOUSE BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE CUSTOMER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF SPOTAWAREHOUSE’S SERVICES, OR CUSTOMER’S FAILURE TO KEEP CUSTOMER’S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. Customer’s exclusive remedy, and Spotawarehouse’s entire liability under this Agreement, shall be a refund to Customer of the fees paid to Spotawarehouse hereunder, and in no event will Spotawarehouse’s liability for any reason exceed such fee. Spotawarehouse (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the Deliverables, and Customer shall indemnify Spotawarehouse (and Spotawarehouse’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from Customer’s use or application of the Services or the Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to YOU.
THE LISTINGS AND SERVICE, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SPOTAWAREHOUSE MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS AND SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND SPOTAWAREHOUSE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBRANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. SPOTAWAREHOUSE MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO SPOTAWAREHOUSE’S SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM SPOTAWAREHOUSE’S WEB SITE, INCLUDING LISTINGS, SERVICE, RECENTSALES INFORMATION AND SPOTAWAREHOUSE MARKET REPORTS IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPOTAWAREHOUSE OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
Maps and Directions Disclaimer
Links to Third Party Sites
Other Rights of Spotawarehouse, Inc.
Customer agrees that Spotawarehouse shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet for unrestricted use by Spotawarehouse customers and partners. Spotawarehouse shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Spotawarehouse shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Spotawarehouse reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Spotawarehouse’s corporate web site, located at http://www.Spotawarehouse.com.
If Customer believes that his/her work has been copied onto Spotawarehouse in a way that constitutes copyright infringement, please provide Spotawarehouse’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Spotawarehouse that Customer’s copyrighted material has been infringed.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that Customer claims has been infringed upon;
- A description of where the material that Customer claims is infringing is located on Spotawarehouse, with identifying information for the listing, if applicable;
- Customer’s address, telephone number, and e-mail address;
- A statement by Customer that he/she have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by Customer, made under penalty of perjury, that the above information in his/her notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf.
Spotawarehouse may forward any notice(s) of alleged infringement pursuant to this Section to the person(s) who provided the allegedly infringing content.
Brokers and Agents
Any Customer who identifies himself or herself as a broker or agent on the Spotawarehouse web site member registration form or otherwise purports to be a broker on Spotawarehouse’s Find a Broker service hereby represents and warrants that Customer is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which Customer is required to be licensed. The Company may, in its 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 Customer whom the Company believes is not a licensed broker or agent in any applicable jurisdiction. The Company may, in its sole discretion, terminate the accounts of, and refuse services to, any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker. Spotawarehouse does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the web site. It is your responsibility to confirm the licensed status of any brokers listed on the Spotawarehouse web site.
The TOS shall be governed by and construed in accordance with applicable California State law and the laws of the United States of America, excluding their conflict of law provisions. Customer and Spotawarehouse agree to submit to the exclusive jurisdiction of the courts located in the applicable counties and states. If any provision(s) of the TOS is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Spotawarehouse’s and/or its Partner’s failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Spotawarehouse or its Partners (as appropriate) in writing. Customer and Spotawarehouse and its Partners agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The section titles in the TOS are solely used for the convenience of the parties and have no legal or contractual significance.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Spotawarehouse, which retains the right to withhold consent in its sole discretion.
Waiver and Severability
The failure of Spotawarehouse to exercise or enforce a legal right or remedy contained in the Terms of Service does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, Customer agrees that the remaining terms and provisions remain in full force and effect.
All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at Spotawarehouse.
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.
PAYMENT FOR LISTINGS
[IF POSTING LISTINGS] Customer shall be billed, via credit card information that has been submitted at the Spotawarehouse website, each and every 30-day period for each listing until Customer has notified Spotawarehouse that he/she wishes to terminate the posting of such listing(s) on the Spotawarehouse website. Customer has up to 72 hours to cancel and request a refund for listings that have been automatically renewed. No refunds will be given after that time. Customer MUST cancel his/her listings in his/her listings management account. Phone and email cancellations are not accepted. Customer shall receive a reminder for each new 30-day billing period 3 days before such billing occurs, providing Customer with ample opportunity to cancel Listing(s) before the billing process occurs. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At Spotawarehouse’s option, Customer shall pay such taxes or fees directly or pay to Spotawarehouse any such taxes or fees immediately upon invoicing by Spotawarehouse. Beginning September 2015, Spotawarehouse is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of your state. To view your billing history, visit Spotawarehouse.com and go to your Account Management page.