Terms of Service

Last Modified: October 30, 2020

Introduction

The following terms and conditions (the “Terms of Use” or “Terms” or “Agreement”) govern and license your use of this website and any content made available from or through this website, including any subdomains thereof and software incorporated therein (the “Website” or “Site” or “Software”). The Web Site is made available by Mainframe Real Estate LLC and Cross Section Technologies LLC (“Company” or “we” or “us” or “Licensor”) and is provided primarily for Buyers, Landlords, Tenants, Agents and other real estate professionals.  The services provided by Company or otherwise accessible via the Website, including any back-end software or mobile apps, are called the “Services.”  In certain portions of this Agreement, you may be referred to as Licensee.

Depending on your user status, certain portions of this Website may allow you to access and enter into additional agreements, such as a rental application, listing agreement, representation agreement, property management agreement, and/or lease agreement.  Notwithstanding the above, the Terms of those specific agreements shall control in the event of a conflict with this Agreement.

Please read these Terms carefully and all documentation on the Website before you use the Services.  The Services allow you to enter legally-binding agreements and, in conjunction, may also provide your information to third parties in order to provide you with certain real estate services.

Acceptance of the Terms of Use

This Agreement are entered into by and between You and Company. The following terms and conditions, together with any documents they expressly incorporate by reference, govern your access to and use of the Web Site, including any content, functionality, and services offered on or through the Web Site, whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Policy, found at https://mainframere.com/company/privacy-policy/, which is hereby incorporated herein by reference.  Your electronic assent to these Terms Is authorized by the E-Sign Act.

If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company.

Changes to the Terms of Use

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Web Site thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website.

Your continued use of, or logging into, the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to disable or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of this Agreement and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, create, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

By creating an account with Company, you understand and agree that you may be able to sign transaction and other legally binding documents via your Website account.  You further acknowledge and agree that all information you provide via the Website and services may be viewable or accessed by any third-party real estate agent you select via the Website.

Third Party/Single Sign On Data:  As part of the Services you may have the option to provide your login credentials and other account information for certain third party websites or applications, such as Google or Microsoft (“Third-Party Login”), to facilitate Company to use, store and submit your credentials on your behalf to access the Website and Services. Company accepts no responsibility for such Third-Party Login. You acknowledge sole responsibility for and assume all risk arising from your use of any such Third-Party Login to access the Website or Services. 

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

Company is committed to providing an accessible Website. If you have difficulty accessing content, have difficulty viewing a file on the website, or notice any accessibility problems, please contact us at via email at Info@MainframeRE.com or by calling 407.513.4257 to specify the nature of the accessibility issue and any assistive technology you use. We will strive to provide the content you need in the format you require.  Company welcomes your suggestions and comments about improving ongoing efforts to increase the accessibility of this Website.

Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Public Record Information:  Home sales and purchases may be a matter of public record, and your name and address, the price you paid, your property taxes, and other information may be available from public sites regardless of the brokerage(s), if any, who assist in the transaction. We may post on our Websites some information that typically becomes part of the public record of a home sale or purchase.

Non-Public Record Information: We may share information obtained from you, MLSs and other third-party sources that is not on the public record related to sales transactions. This includes: search history, sale history, information from listing websites, potential buyers, potential sellers and home sale specifics including offers, counteroffers and sale status.

Mobile Devices: We may send you push notifications through the Website and/or its mobile application. You may at any time opt-out from receiving these types of communications by changing the settings on your mobile device. We may also collect location-based information if you use our mobile applications. You may opt-in or opt-out of this collection by changing the settings on your mobile device.

Online Purchases and Other Terms and Conditions

All purchases and/or payments through our site or other transactions for the sale of goods or services formed through the Website or resulting from visits made by you are governed by this Agreement.  However, additional terms and conditions may also apply to specific portions, services, or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into this Agreement.

Wire Fraud Alert:  You are responsible for all payments and transactions made through the Services and Website.  Wiring money comes with risk.  You should call the party receiving or requesting any wire funds to verify all wiring instructions and bank account information.

Intellectual Property Rights and License Grant

The Website, Documentation, and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

License Grant and Scope. Subject to and conditioned upon your strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software and Documentation, subject to all conditions and limitations set forth in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee and/or its Authorized Users, to:

     (a)  Access and use one (1) copy of the Software at any given time on one (1) computer or other device owned or leased, and controlled by, Licensee.

    (b)  Use and run the Software as properly accessed in accordance with this Agreement and solely for Licensee’s internal business purposes, or, if Licensee is a Buyer or Tenant, for such person’s personal use. 

This license permits you to use the Website and Software for your own use only. You must not reproduce, scrape, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

  1. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  2. You may store files that are automatically cached by your Web browser for display enhancement purposes.
  3. You may print or download one copy of a reasonable number of pages of the Website for your own use and not for further reproduction, publication, or distribution.
  4. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own use, provided you agree to be bound by our end user license agreement for such applications.
  5. We or our other users may provide certain contracts and agreements for you to fill out, and you may of course download and use such forms in connection with the services offered via the Website.
  6. If we provide social media features with certain content, you may take such actions as are enabled by such features.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with this Agreement. You agree not to use the Website:

  1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  2. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in this Agreement.
  3. To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
  4. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
  5. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
  6. To use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage.
  7. To use the Software to violate CAN-SPAM as codified at 15 U.S.C. § 103 or the TCPA as codified at 47 U.S.C. § 227.
  8. To use the Software to email, text, or share via notes in the Software sensitive information such as client tax forms, tax identification numbers, social security numbers, bank forms, bank account numbers, electronic signatures, and the like.  Such sensitive information should only be uploaded directly to the appropriate document storage location within the Software.

Additionally, you agree not to:

  1. Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
  2. Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring, scraping or copying any of the material on the Website.
  3. Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
  4. Use any device, software, or routine that interferes with the proper working of the Website.
  5. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
  6. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
  7. Otherwise attempt to interfere with the proper working of the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to info@mainframere.com.

If you violate any restrictions in the license granted to you, your right to use the Website and Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

You are responsible and liable for all uses of the Software, Website and Documentation, including but not limited to all actions and failures to take required actions with respect to the Software and Documentation by itself and its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.  Licensee is responsible for the safety and security of any login credentials used to access the Software, and you agree that all actions occurring via your login credentials are your responsibility. You may not share your Software account or password with any other Person.

If you are an employee or independent contractor of Licensor’s such that you have received a copy of Licensor’s Technology Policies, you understand and agree that such Technology Policies include additional restrictions on your use of the Software, and Licensor’s Technology Policies are hereby incorporated into and made a part of this Agreement for such users.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in this Agreement.

By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material in accordance with the purpose for which you provided the content and in accordance with our Privacy Policy.

You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website, and you agree that you will indemnify use per the Indemnification provision herein for any claims against us arising out of or in any way connected to your User Contributions.

Monitoring and Enforcement; Termination

We have the right to:

  1. Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  2. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.
  3. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
  5. Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of this Agreement.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

‌‌Content Standards

These content standards apply to any and all User Contributions and use of the Services. User Contributions must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
  2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  3. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
  4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy.
  5. Be likely to deceive any person.
  6. Promote any illegal activity, or advocate, promote, or assist any unlawful act, scam, or fraud.
  7. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
  8. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  9. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Intellectual Property and ‌Trademarks

Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access

The Company name, the terms ABE, AUTOMATED BACK END, MAINFRAME REAL ESTATE and the MAINFRAME REAL ESTATE logo and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. 

MAINFRAME REAL ESTATE® is protected by U.S. Reg. No. 5139910, and the MAINFRAME REAL ESTATE® logo is protected by U.S. Reg. No. 513438.

When you use the Website and services, you may be able to select a real estate agent to work with.  Upon your selection of an agent, the Website and services may be configured to reflect such agent’s branding and trademarks.  All other names, logos, product and service names, designs, and slogans not owned or licensed by Company on this Website are the trademarks of their respective owners.

Copyright Infringement

If you believe that any content in our Services infringes your copyright, please see our Copyright Policy below for instructions on sending us a notice of copyright infringement.

In providing the Website and services, we are a “service provider” as defined by the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(k)(1).  Therefore, we are eligible for certain “safe harbors” under the DMCA. We respect the intellectual property of our users and of others, and we have developed the following DMCA Policy to handle claims of copyright infringement.

  1. How to Notify Us of Alleged Infringement:  If you, or any other third party visitors to the Website, believe that your work has been infringed by virtue of appearing on the Site or Services, please send the following information to Our Designated Copyright Agent:
    1. The identification and description of the copyrighted work that you believe has been infringed;
    2. The identification and description of the material that you believe is infringing your copyrighted work, along with information sufficient to allow Us to locate the material.  (For example, provide the URL and/or file name.);
    3. Your contact information, including your address, telephone number, and e-mail address;
    4. A statement that you have a good faith belief that the use of the allegedly infringing material is being used in a way that is not authorized by the copyright owner, its agent, or the law.  (Note that the law allows for fair use of copyrighted works, so you should evaluate the use for fair use prior to requesting that the material be removed.);
    5. A statement, made under penalty of perjury, that the information you provided is accurate and that you are authorized to act on behalf of the copyright owner regarding the alleged infringement.
    6. Your physical or electronic signature.
  2. Presuming all information is provided and is accurate, the above information shall be considered a “DMCA Notice” under 17 U.S.C. § 512(c)(3).
  3. Please send your DMCA Notice to:
    Mainframe Real Estate
    811 N Orange Ave.
    Orlando, FL 32801
  4. Upon receiving a valid, compliant DMCA Notice, we will expeditiously remove the allegedly infringing material and provide our User with information concerning the DMCA Notice and our Counter-Notification procedure. When appropriate, we will terminate the account of repeat infringers, per our Repeat Infringer Policy.
  5. DMCA Counter-Notification Procedure:  We also provide a Counter-Notification procedure for our Users to use when they believe that a DMCA Notice was issued in error and which resulted in the User Contribution being removed.  To submit a Counter-Notification, You must submit the following information, which we will then forward to the original complaining party who sent a DMCA Notice to Our Designated Agent:
    1. Identification of the material that was removed or disabled, and the location of such material prior to its removal;
    2. A statement made under penalty of perjury that the counter-notifying party believes, in good faith, that the material was removed or disabled as a result of mistake or misidentification;
    3. The name, address, telephone number of the counter-notifying party;
    4. A statement that the counter-notifying party consents to the jurisdiction of the Federal District Court for the judicial district in which the address above cites, or, if the counter-notifying party’s address is outside the United States, for any judicial district in which We may be found, and, that the counter-notifying-party will accept service of process from the person who initially provided the DMCA Notice to Us, or that person’s agent.
    5. The physical or electronic signature of the counter-notifying party.
  6. Please send the counter-notification to the DMCA Agent address listed above.
  7. Upon receipt of a valid counter-notification by one of our Users, we will provide the counter-notification to the person who initially provided the DMCA Notice.  Thereafter, within ten to fourteen (10-14) days of our receipt of the counter-notification, we will replace the removed material, so long as we, or our Designated Agent, have not received notice that the original claimant (who submitted the DMCA Notice) has filed an action seeking a court order to restrain our User from engaging in the allegedly infringing activity.
  8. We may modify this DMCA policy as required by our own operating policies and changes in the relevant law.

Reliance on Information Posted/Third Party Content

The information presented on or through the Website is made available solely for general information purposes, and some content is provided by third parties without our prior review. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

The Company does not own, in part or in whole, any title, insurance, home warranty, home inspection, property management, mortgage or other company.  As a courtesy and convenience to our users, Company may provide a list of independent companies or service providers based on past experience and/or reputation.  Company does not make any guarantees or warranties expressed or implied regarding such independent companies and/or service providers.

Such third-party material on the Website and Services may also include market reports and estimated home values. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion or efforts of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties whether such material is available through the Services or not.

Changes to the Website and Service Interruptions

We may update the content on this Website and/or its infrastructure from time to time, but the site’s contents are not necessarily complete or up-to-date due to such update(s). Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Due to factors outside of our control, as well as certain factors within our control, such as software and hardware upgrades, the Website or services may be temporarily unavailable at times.  You agree to hold us harmless for any such interruption, whether or not such interruption was planned and whether or not we notified You of any interruption.

The Website and services may allow you to electronically sign and submit documents to third parties for the purposes of real estate closings.  You understand and agree that Company despite Company’s efforts to provide the services without interruption, Company is not responsible for any failure of the Website or services to deliver material on a timely or error-free basis.

Geographic Restrictions

The owner of the Website is based in the state of Florida in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code or that the Website will perform error-free. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. 

WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.  

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY OR TIMELY TRANSFER, READ, OR TRANSMIT INFORMATION, INCLUDING DOCUMENTS; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COMPANY AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED $500.00.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in this Agreement or your use of any information obtained from the Website.

To be clear, this indemnification includes, but is not limited to, your indemnification of us for any claims against us based on your User Contributions, including CAN-SPAM and TCPA violations, copyright infringement, right of publicity violations, and other intellectual property violations arising from images, text, and/or videos provided by you through the Website.

Governing Law and Jurisdiction

All matters relating to the Website and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction).

In the event of any dispute arising out of or connected to this Agreement, the parties initially agree to attempt to resolve such dispute by informal negotiation between the parties. If they are unable to resolve the dispute, any legal suit, action or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted as set forth herein

Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the City of Orlando and County of Orange. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.  For any litigation permitted under this Agreement, the Parties hereby irrevocably submit to the exclusive jurisdiction of these  Orange County courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver by the Company of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

No Assignment

You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Company’s prior written consent, which consent Company may give or withhold in its sole discretion. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Force Majeure

Company will not be responsible or liable to You, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or your equipment, loss and destruction of property, or any other circumstances or causes beyond Company’s reasonable control.

Entire Agreement

This Agreement, our Privacy Policy, and any documents incorporated into this Agreement constitute the sole and entire agreement between you and us regarding your use of the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding use of the Website.

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