1.1. Member’s access to the Internet is not the subject of the Agreement and Estate Legend does not guarantee the compatibility of offered Services with other providers’ software. The Member bears sole responsibility for the functionality of its Internet network, including the transmission paths and its own hardware and for the choice and consequences of using other software, including its applicability to the Member’s objectives.
1.2. Usage of the Services is subject to the then-current version of the Agreement posted and we advise you to periodically review the latest currently effective Agreement. We reserve the right to change any part or all of the Agreement from time to time at our sole discretion without prior notice to you. The updated version supersedes all prior versions, as well as is effective and binding immediately upon posting the revised version applicable to your Services. However, modifications affecting payment shall take place with prior explicit notice to you at least thirty (30) days prior to the change implementation and, if not clearly rejected within 7 (seven) days of the notification, are deemed accepted and binding. Your continued use of the Services on or after the date of the updated version is effective and constitutes your acceptance of such updated terms. If you do not agree with the changes to the Agreement, you can delete your Account at any time.
2. Access and the use of the Services
2.1. When creating an Account and during the term of the Agreement, you must provide and keep the Account information true, accurate, current, and complete about yourself as requested to create and maintain the Account.
2.2. If you are the party that accepted the Agreement and you re-assign your Account to an authorized entity or person for administration purposes such Account re-assignment will not excuse your obligations under the Agreement and your use of the Services will continue to be subject to them.
2.3. Our Services can be accessed solely by logging in to the Services on Estate Legend's Sites. Every Member is assigned credentials for the identification and authentication of Agents in the Services (except Services in which Agents are not required). Access to, and use of, the Services is restricted to the specified number of individual Agents permitted under the Member’s Account to the subscribed Services. The Member further agrees and acknowledges that the individual Agents’ login data for the Services shall only be used by one (1) designated individual Agent and may not (i) be passed on or used by others or several Agents at the same time, or (ii) shared or used by more than one Agent, but that Agent’s credentials may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. New and/or additional Agents must be notified in writing (including electronically) by you to Estate Legend in advance so that individual login data can be provided to each Agent and, if necessary, the subscription fee re-calculated. You are solely responsible for the proper protection and storage of assigned password and log-in (credentials). The Member and its Agents are responsible for maintaining the confidentiality of all of the Agent credential information for the Member’s Account.
2.4. The Member must be at least sixteen (16) years of age to be able to register and access an Account. Estate Legend does not knowingly provide Services to any person under the age of fourteen (14). In the event that it comes to our knowledge that a person under the above-mentioned age is accessing or using the Services, with no liability whatsoever towards such person, we will prohibit and block such Account without any prior notice and we will make all efforts to promptly delete any data with regard to such Account.
2.5. You are responsible for compliance with the provisions of the Agreement by you, Agents and End-Users and for any and all activities that occur under your Account. Without limiting the foregoing, you are solely responsible for ensuring that the use of the Services to store and transmit Member Data is compliant with all applicable laws and regulations, as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with Agents or End-Users.
2.6. You are also solely responsible for obtaining the authorizations, licenses and consents, if and as required by any applicable law, to make the Services available to End-Users. When you provide any Member Data to Estate Legend, you (whether you are the Member or the administrator operating on behalf of the Member) represent and warrant that you have full authority to provide us with such Member Data and its submission and use, as you authorize herein, will not violate (i) any applicable law, (ii) any third-party intellectual property, privacy, publicity, or other rights, or (iii) any of your or third-party policies or terms governing your Member Data.
2.7. The Member understands and has become familiar with the technical requirements necessary to access and use the Services and has no objections in respect thereof. The Member is aware of risks and threats connected with electronic data transmission.
3. Acceptable Use Policy
3.1. You are solely and strictly liable for Member Data any activity that occurs under your Account and you also agree not to access, or attempt to access, other Member’s Accounts and/or any data of other Members. Furthermore, you are solely responsible for your Member Data and the consequences of posting or publishing them, through the Services, in any way. Additionally, you understand and agree that Estate Legend shall have no responsibility or liability whatsoever for Member Data and other materials and copyrightable materials such as literary works, text, images, photos, videos, and any other materials, which as part of Member Data may be submitted, provided, generated, created in whatsoever form by the Member, its Agents and/or its End-Users to or in the Services.
3.2. You exclusively own and reserve all rights, titles, and interest to your Member Data, subject to our right to use, process, disclose and transfer only as necessary to provide the Services to you and/or otherwise permitted by the Agreement.
3.3. Estate Legend is not responsible for the way you use the Services and Member Data provided that Estate Legend reserves the right to use them in the event of fraudulent or illegal activity of the Member without its prior consent.
3.4. You are solely responsible for the lawful and consistent with the Agreement usage of the Services. Violation of the Agreement, applicable laws or generally accepted standards and principles may lead to the immediate termination of the Agreement without prior notice to the Member. In particular and without limitation, the Member declares that it will not: (i) Use the Services to transmit or store any content or communication or engage in or encourage any activity that is illegal, harmful, deceptive, unsolicited, violating others’ rights or otherwise poses a threat to the public or infringes any copyright, patent, trademark, trade secret, or other intellectual property rights of others, or otherwise cause Estate Legend to become unable or impaired in its ability to provide the Service, including: Interference with the Services or otherwise negatively impacting any aspect of the Services or any third-party networks that are linked to the Services or disrupts the integrity or performance of the Services and its components or endanger, interfere, compromise or circumvent the privacy, use, and/or security of the Services, including, without limitation, submitting data or content that may contain viruses or other harmful components; Hinder the functioning of the Services, especially in the form of reverse engineering or hacking the Services, copying, translating, disassembling or decompiling the Services, or otherwise modify the Services in whole or in part, or create derivative works based thereon or attempting to gain unauthorized access to the Services (or any portion thereof), or related Estate Legend’s systems, networks, or data; Creating a false identity or any attempt to mislead others as to the identity of the sender or the origin of any data or communications, or mask the origin of any data, content, or other information you submit. For example, by “spoofing,” “phishing,” manipulating headers or other identifiers, impersonating anyone else, or accessing the Services via another Member’s Account without their permission; Use the Services in a way that violates the rights of other individuals or laws, this includes violating applicable laws requiring consent be obtained prior to transmitting, recording, collecting, or monitoring data or communications. Use the Services for bench-marking or for any other purpose harmful to Estate Legend’s business operations or reputation; Allow or encourage anyone else to commit any of the actions listed above.
3.5. The Member is responsible for procuring and maintaining the network connections that connect your network to the Services, including, but not limited to, browser software that supports protocols used by Estate Legend and to follow Estate Legend’s procedures for accessing the Services. It is your responsibility to ensure each of your Account/License is compatible with the then-current Services. We are not responsible for notifying Member, Agents or End-Users of any upgrades, fixes, or enhancements to any such software, or for any compromise of data, including Member Data, transmitted across computer networks or telecommunications facilities (including, but not limited to, the Internet) which are not owned, operated, or controlled by Estate Legend. We have no responsibility for the reliability or performance of any network connections as described herein.
3.7. The Member must not modify or change the purpose and use of the Services during the term of the Agreement or an applicable Order Form, if any. Misleading others as to the existence of cooperation, association, relationship, or acting on behalf of Estate Legend is prohibited.
4. Third Party Services; Third-Party Components
4.2. You further acknowledge and agree that Estate Legend shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with the use of or reliance on any goods, services, content, products or other materials available on or through any Third Party Services.
5. Ownership and Confidentiality
5.1. We exclusively own and retain all rights, titles, interest and intellectual property rights in and to the Services, the data, features and solutions provided thereby and the underlying software and technology and other materials made accessible or available by Estate Legend under to the Member’s Account, all as may be updated, improved, modified, enhanced or discontinued at any time and further to the brand names, logos and trademarks related to the foregoing (“Content”).
5.2. We exclusively own and retain all rights to the Confidential Information disclosed to the receiving party. All Confidential Information of Estate Legend and derivations thereof shall remain Estate Legend’s sole and exclusive property, and no license or other right to such Confidential Information or Estate Legend’s intellectual property is granted or implied hereby to the receiving party. The receiving party is obliged to hold all Confidential Information received from Estate Legend in strict confidence and take all reasonable precautions to safeguard the Confidential Information in the same way that it takes to protect its Confidential Information of the same nature and to prevent them before any unauthorized use or disclosure of or unauthorized attempts to access or modify.
5.3. You may provide or we may ask you to provide us (or other entities offering Services integrated with us) from time to time enhancement requests, ideas, corrections, improvement, comments, surveys, suggestions or recommendations or other feedback regarding the Services or the Sites operated by us (“Feedback”). If you provide us with any Feedback, then you grant us a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, reproduce, distribute, publicly display, perform or otherwise exploit and incorporate Feedback in whole or in part into the Services or Sites and otherwise dispose of and support our products and services embodying such Feedback in any manner and via any media as we see fit. This right is for the purpose of operating, developing, providing, promoting, and improving the Services including researching, developing new ones, and assisting us in our marketing efforts.
5.4. The Member shall indemnify, defend, and hold harmless Estate Legend from and against any and all losses, damages, demands, claims, actions, liabilities, fines, penalties, and related expenses (including reasonable legal fees) asserted against or incurred by Estate Legend that arise out of, or result from, the Member Data and in relation to any and all claims related to the breach of the confidentiality obligations, infringement of any patent, copyright, trademark, or trade secret right, or other intellectual property rights, private right, or any other proprietary or personal interest of any person or entity violated by the Member Data.
6. Fees and Payment Terms
6.1. You acknowledge and agree to pay fees in accordance with the then-current effective rates placed for your Services unless otherwise set forth in an Order Form, if any.
6.2. The usage of the Services available is free of charge for some period of time depending on the Services.
6.3. All payments shall be non-cash transactions, conducted electronically by external professional entities. The Member acknowledges and agrees that Estate Legend shall send invoices and payment reminders exclusively by electronic means. The receipts for all payments will be provided electronically and stored in the Member’s Account.
6.4. If Estate Legend has not received payment within the due date set forth in the invoice and without prejudice to any other rights and remedies of Estate Legend under this Agreement or law, we may, without liability to the Member: (i) suspend access, including by disabling the Member’s password and Account, to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (ii) charge interest from the day on which the Fees are due at a rate no higher than the maximum legal rate permissible under applicable law.
6.5. The Member is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
6.6. In addition, Estate Legend, at its sole discretion, may change the remuneration with prior notice, including, without limitation, in the event of further development and/or the expansion of the Services offered by Estate Legend.
6.7. Unless expressly agreed otherwise, all amounts stated in the Agreement or Order Form or the price list are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, other charges, domestic or foreign-imposed by any federal, state, or local tax authority with respect thereto including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). The Member is responsible for paying all Taxes associated with the Member’s purchases hereunder. All fees payable by the Member shall be paid without any right of counterclaim or set-off, and without any deduction or withholding on any grounds whatsoever, save only as required under applicable law. If any such deduction or withholding is required under applicable law, the Member shall pay the amount necessary to ensure Estate Legend will, after any such deduction or withholding has been made, receive an amount equal to the amount Estate Legend would have received absent of such deduction or withholding. All fees payable by the Member for Services in line with the current price plan, unless otherwise agreed, will be increased with the amount of any applicable tax. If Estate Legend has the legal obligation to pay or collect Taxes for which the Member is responsible under Clause 6, Estate Legend will issue an invoice to the Member and the Member will pay that amount unless the Member provides Estate Legend with a valid tax exemption certificate authorized by the appropriate taxing authority.
7.1. Regardless of the billing cycle, we provide no refunds, no right of set-off, or credits for any unused time of the Services for whatever reason prior to the end of the Subscription Period (as defined below), breach of this Agreement and/or applicable law. A charge made at the time of the Trial Services may be refunded upon request, but of no value of more than the amount paid by the Member.
7.2. There will be no exceptions in order to treat Members equally and to keep our administrative costs low for the ultimate benefit of our Members.
7.3. Subscription availability details are as follows:
7.3.1. Trial Services After signing up, the Member gets access to a new functional trial Account with charge and valid for some period (depending on Services) to get to know Services before subscribing to an on-going Paid Subscription. (As an example: Access for the first 30-days may be free with the following 30-days having been paid in advance). Trial Services are subject to the Agreement. During a trial, a credit card may or may not be required depending on the promotion, offer, etc. To be eligible for the Trial Services, you must be a new Member and sign up for the Services for the first time. Trial Services are provided on an “as-is” and “as - available” basis without any warranty of any kind not expressly stated therein, and the Company does not represent or warrant to the Member that: (a) Client’s use of the Trial Services will meet Member’s requirements, (b) Member’s use of the Trial Services will be uninterrupted, accurate, secure, accessible or free from error. The Member agrees that the Company will not be liable to the Member or any third party arising out of, or in connection with Trial Services. In particular, the Company shall have no indemnification obligations, nor liability of any type, with respect to the Trial Services unless such exclusion of liability is not enforceable under applicable law, in which case the aggregated Company’s liability (section 10) with respect to the Trial Services shall in no event exceed US$60.00 (Sixty Dollars). Notwithstanding anything to the contrary in points a. and b. above, the Member shall be fully liable to the Company for any damages arising out of Member’s use of the Trial Services, any breach by Member of the Agreement, and any of Member’s indemnification obligations hereunder.
7.3.2. Free of charge Services: If the Member uses any Services that are free of charge (such as during the Trial Period), all the provisions applicable to trial Accounts apply accordingly.
7.3.3. Paid Services Upon the end of Trial Services, if the Member wishes to continue using the Services, the Member will be requested to provide payment details to make an ongoing subscription fee according to the currently effective rates placed on the applicable Sites. The Member is responsible for all charges in its Account. We do not offer refunds and/or pro-rata refunds on already processed payments and this policy is the same for all Members. The Agreement shall be concluded for the term specified by the Member or as defined in an applicable Order Form (“Subscription Period”). The term of the Agreement is automatically extended for subsequent periods equal to the expiring Subscription Period unless otherwise agreed or the Account has been closed. Paid services may be discontinued at any time: i. by you by closing your Account. Closing the Account means that further use of the Services using the existing password and login will no longer be possible, and after closing the Member Account, it will cease to work immediately. ii. we can close or suspend the Paid Services or any part or function thereof, without prior notice to you, due to a breach of any provision of this Agreement, applicable law, as well as faulty or unlawful use of the Services by the Member, its Agents or End Users. None of the above methods of closing the Account or its suspension before the end of the Subscription Period for which the payment was made shall oblige Estate Legend to return the amount for the unused period. In any event, upon the Member’s written request, Estate Legend shall return or delete requested Personal Data to the Client within (thirty) 30 days in the standard format accepted by Estate Legend and in accordance with Estate Legend’s data retention policy, unless it is unworkable due to technical issues or the purposes of the processing. Estate Legend has no liability of any kind for any damages suffered by the Member, its Agents or End-Users, or any other third party arising due to the suspension or closing of the Account by the Member, or by the Company.
8. Privacy and Data Protection
8.1. As a condition of using the Services, the Member is solely responsible for: (a) the processing of Personal Data (including but not limited to its transfer) in accordance with the applicable law, including for obtaining applicable consents or having another basis for Personal Data processing, (b) obtaining all consents and authorizations as may be required by any applicable law, for the collection, storage, processing and transferring of Personal Data by Estate Legend and its Sub-Processors according to Member’s instructions, (c) for the accuracy, quality, and legality of Personal Data and the means by which Member acquired them and d) Member’s instructions for the Processing of Personal Data shall comply with applicable data protection law. In addition, the Member shall (a) as required by applicable law, provide notice to its End-Users and Agents, as well as obtain their consent (if required) or have other legal bases for processing and transferring Agents and End-Users personal data to Estate Legend and its Sub-Processors. Processing of Personal Data by Estate Legend or its Sub-Processors through the Services on behalf of the Member.
8.2. For the purpose of providing Services, the ongoing operation thereof, and/or for security or legal purposes, you acknowledge and agree that we (i) collect, process, store all data when you connect to, access and/or use Services and (ii) access your Account(s) and Member Data during the subscription. You acknowledge and agree that, as part of the provision of the Services, we may engage Sub-Processors in the United States of America and other countries and territories to process Member Data, including, without limitation, Personal Data. Any third-party service providers utilized by Estate Legend will only be given access to your Account(s) and Member Data as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations that are commercially reasonable and substantially consistent with the Company standards, and (b) contractual arrangement with Estate Legend binding Sub-Processor(s) to provide a not less protective level of data protection than that applicable to the Company. The names of all current Sub-Processors having access to End-User information may be provided at the request of the subscriber.
8.4. Any observation or breach of data protection may be reported via firstname.lastname@example.org.
9.1. We represent and warrant to the Member that (i) during the term of the Agreement or Order Form, Estate Legend will perform its operations in a manner to ensure accessibility and continuity of offered Services in accordance with their use and purpose and (ii) any support performed by or on behalf of Estate Legend under the Agreement, if any, will be performed in a professional and workmanlike manner and by personnel that has the necessary skills, training and background to perform such support.
9.2. You acknowledge and agree that Services or any portion of it and any Content accessed by you is (i) provided on an “as is” and “as available” basis and may change over time at our sole discretion and (ii) without any warranties of any kind whether express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title or arising by a course of dealing or usage of trade. In particular, due to the complexity of long-distance data transmission, there is no possibility of ensuring absolute accuracy, security, accessibility, integrity and continuity of the provided Services. For this reason, to the fullest extent permitted by applicable law, we do not make or give any representation or warranty that our Services, Content, or any portion of them will always be available, accessible or uninterrupted, timely, secure, error-free or free from viruses or other malicious software, that any error, bug or problem be resolved or that they will meet the Member’s requirements and no information or advice obtained by you from us or through the Services shall create any warranty not expressly stated in the Agreement.
9.3. In no event will Estate Legend have any obligation or liability arising from (i) use or inability to use of any Services in a modified form or in combination with materials not furnished by Estate Legend; (ii) statements or conduct of any third party on or in the Services, (iii) any Member Data (iii) any failure by Member to comply with Member’s responsibilities under this Agreement; and (iv) use by Estate Legend of any equipment provided by Member and per Member’s instructions, for the provision of any support or implementation services, (v) damages suffered by the Member, Agents or End-Users, or any other person or entity having arisen due to the third-party claims, suspension or closing of the Account by the Member or the Company, or for other reasons arising from the Member’s fault; (vi) damage incurred by the Member, Agents, End-Users, or any other person or entity as a result of Member’s third-party usage of Services that enable or prevent the Member or Agents or End-Users from accessing the provided Services; (viii) damages caused by the Member or the impossibility to use Services, incidental and consequential damages, including damage actually suffered, the loss of expected profits/benefits, data loss, damage or computer crash, the costs of substitute equipment and software, shut-down, or company reputation infringement;
9.4. Estate Legend advises the Member that a number of factors outside of Estate Legend control may arise and impact the quality of our Services and your access and/use of our Services, including, without limitation, actions of third parties who do not act on behalf of Estate Legend Inc, force majeure, fires, strikes, accidents, pandemic, and technical conditions beyond the control of Estate Legend, e.g. the Internet. The hardware, software, and technical infrastructure used by the Member can also influence the Services. Any delay or default affecting the availability, functionality, or timely performance of the Services caused by such circumstances will not constitute a breach of the Agreement.
9.5. Under this Clause 9, in the event of non-conformance with the guarantee, Company shall, at its sole discretion, use commercially reasonable efforts to correct such non-conformance by repairing or re-performing or removing it. THESE REMEDIES SHALL BE THE MEMBER’S SOLE AND EXCLUSIVE REMEDY AND ESTATE LEGEND’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED GUARANTEE UNDER THIS CLAUSE.
10.1 Limitation on Indirect Liability. To the fullest extent permitted by law, in no event shall Estate Legend be liable under this Agreement for any indirect, incidental, special, consequential or exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, business, revenues, data or other intangible losses, in each case, even if the party should have known or knew that such damages were possible and even if a remedy fails of its essential purpose.
10.2 Limitation on amount of Liability. Estate Legend shall only be liable for direct damages excluding any situation for which we are not responsible or which are caused by events outside our reasonable control. However, in no event, shall Estate Legend’s aggregate liability under the Agreement or an applicable Order Form exceed the total amount paid by the Member to Estate Legend hereunder for use of the paid Services during the maximum 12 (twelve) months prior to the liability event. The foregoing limitation will not limit the Member’s payment obligations under the Agreement.
11. Concluding provisions
11.1 If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or term of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11.3 Governing Law. The Agreement and all matters relating to it shall be governed by the laws of the State of California, United States of America, without giving effect to any principles of conflicts of law. The sole and exclusive jurisdiction and venue for any suit, action, or proceeding arising out of the Agreement shall be an appropriate federal or state court located in the State of California, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non-conveniens. Any claims, disputes, disagreements or other matters in question arising out of or relating to this Agreement (“Claim”) shall be primarily resolved amicably by mediation within thirty (30) days of the receipt of such notice.