TERMS AND CONDITIONS OF USE AGREEMENT
This TERMS AND CONDITIONS OF USE AGREEMENT ("Agreement") is a legal agreement between each user who has completed the registration process and/or is using this site ("User") and 400 Doors, Inc., a Minnesota corporation whose notice address is 9196 Neill Lake Road, Eden Prairie, Minnesota 55347 ("Company") stating the terms that govern the User"s use of the Company's website located at the domain name www.400 Doors.com ("Website"). If you do not agree to these terms, do not use the services provided by this Website. Company and User are generally and interchangeably referred to herein individually as "Party" and collectively as "Parties."
1. Purpose of the Agreement.
1c. Affiliates. "Affiliates" include any owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors and advertisers of Company, including, without limitation all parties involved in creating, producing and/or delivering the Website and/or its contents.
User is solely responsible for maintaining the confidentiality of User's password and account and for any and all statements made and acts or omissions that occur through the use of User's password and account, including any mail sent and any charges incurred. Therefore, User must take steps to ensure that others do not gain access to User's password and account. Company's personnel will never ask User for User's password. User may not transfer or share User's account with anyone and Company reserves the right to immediately terminate User's account in the event of any unauthorized transfer or sharing thereof.
Each registration is for User's personal use only and not on behalf of any other person or entity. Company does not permit (a) any other person using the registered sections under User's name; or (b) access through a single name being made available to multiple users on a network. User is responsible for preventing such unauthorized use.
3. Services. "Services" include all services available on the Website that are provided by Company that are designed for the exclusive use of authorized licensed real estate agents to post and search for Buyer Needs, Advance Listings, (aka) non MLS listings, Active Listings, Rentals, Rental Needs, Discussion boards, and Classifieds. Any services provided from a third party via advertisements and/or solicitations available on the Website are not included in the Services.
User is solely responsible for providing, at User's own expense, all
equipment necessary to use the Services, including a computer, modem
and Internet access, as well as payment of telephone service fees
associated with such access.
User understands and agrees that temporary interruptions of the Services may occur as normal events. User further understands and agrees that Company has no control over third party networks accessed in the course of the use of the Website, and therefore, delays and disruption of other network transmissions are beyond Company's control.
Company assumes no responsibility for the timeliness, deletion, malfunction in delivery or failure to store any User communications or personalization settings. The Services are provided "AS IS" with no warranty of any kind associated to the performance of the Website or the Services.
4. Payment of Fees.Fees due by the User for using certain Services are either set out in a separate membership agreement or shall be described elsewhere in the Website and are the sole responsibility of the User ("Fee"). Any such agreement is incorporated herein by reference. If User subscribes to a Service on this Website that requires payment of a Fee, User agrees to pay all Fees. Company will bill all Fees to User's credit card or other automatic payment option available and provided to Company by User. Recurring charges are billed in advance of Service. User agrees to provide Company with accurate and complete billing information, including valid credit card information, User's name, address and telephone number and to provide Company with any changes in such information within number days of the change. If, for any reason, User's credit card company refuses to pay the Fee, User agrees that Company may, at Company's option, suspend or terminate User's subscription to the Service and require User to pay the overdue amount by other means acceptable to Company. Company may charge a fee for reinstatement of suspended or terminated accounts at its sole discretion. User agrees that until User's subscription to the Service is terminated, User will continue to accrue Fees for which User will remain responsible, even if User does not use the Service. In the event legal action is necessary to collect any Fees due, User agrees to reimburse Company for all expenses incurred to recover Fees due, including attorney fees and other legal expenses.
5. Conduct on Site. User's use of the Website is subject to all applicable laws and regulations, including, without limitation Netiquette. By using the Services, User agrees not to upload, share, post, or otherwise distribute or facilitate distribution of any of the Content (defined herein) including, without limitation any text, communications, software, images, sounds, data, or other information that is "Objectionable," which includes, without limitation, any communication that:
5a. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous or contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals or otherwise violates Company's rules or policies;
5b. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
5c. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
5d. constitutes "Spamming," which is defined as unauthorized or unsolicited advertising, junk or bulk email, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5e. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any Company or Third Party Data, or any other information of any third party;
5f. impersonates any person or entity, including any of Company's employees or representatives or
5g. attempts to breach security of another account, interferes with another user's use and enjoyment of the Website or services provided to them or attempts to gain unauthorized access to another network or server.
User is responsible for ensuring no User Data is confidential, proprietary or in any way related to an unsolicited idea or proposal and User hereby waives any allegation claiming otherwise. User acknowledges that Company may at any time, and its sole discretion, terminate Service without prior notice for Objectionable User Data.
See "Use of Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on the Website infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
"Content" is defined as any information, content,
design, compilation, magnetic translation, digital conversion
organization, communications, software, photos, video, graphics, music,
sounds, and other material and services that relate to the Website or
can be viewed by Users on the Website including, without limitation,
message boards, chat, and other original content.
Neither Company nor the Affiliates warrant or represent that User's use of the Content or any other materials displayed on, or obtained through, the Website will not infringe the rights of third parties.
See "Use of Materials" below for a description of the procedures to be followed in the event that any party believes that any Content infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
9. Third Party Sites and Information. The Website may link User to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under the Company's control, and User acknowledges that Company is not responsible for the accuracy, copyright compliance, legality, decency or any other aspect of the content of such sites nor is Company responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by Company or any warranty of any kind, either express or implied.
10. Use of Materials. User acknowledges the value of both the Company's Intellectual Property Rights and the intellectual property rights of others. If at any time the User believes its copyright, trademark or other property rights have been infringed by a posting on the Website, the User shall immediately send notification to our "Designated Agent" that is identified below. The notice shall only be effective when received with all of the information listed in this section.
10a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
10b. Identification of the copyrighted work this is claimed to have been infringed.
10c. Information reasonably sufficient to permit Company to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.
10d. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit Company to locate the materials.
10e. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law.
10f. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.
11. Designated Agent. Pursuant to the Digital Millennium
Copyright Act, 17 U.S.C. Sec. 512(c), the Company's Designated Agent
for notice of claims of copyright infringement can be reached as
indicated below. Service of repeat infringers of copyright or of users
about whom repeat claims of copyright infringement are received will be
Designated Agent for Claimed Infringement:
400 Doors, Inc.
9196 Neill Lake RD Eden Prairie, MN 55347
User hereby acknowledges and agrees that upon receipt of a notice of a claim of copyright infringement, Company may immediately remove the identified materials from the Website without liability to User or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THIS WEBSITE IS DONE AT USER'S OWN DISCRETION AND RISK AND USER AGREES THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Company may make changes to the Services, features, functionality or Content of the Website at any time without notice. The Contents may be out of date and Company makes no commitment to update such Content or Services. Company reserves the right in Company's sole discretion to edit or delete any documents, information or other content appearing on the Website.
Through User's use of the Website, User may have the opportunities to
engage in commercial transactions with other users and vendors. User
acknowledges that all transactions relating to any merchandise or
services offered by any party, including, but not limited to the
purchase terms, payment terms, warranties, guarantees, maintenance and
delivery terms relating to such transactions, are agreed to solely
between the seller or purchaser of such merchandize and services and
User. COMPANY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED
THROUGH, OR IN CONNECTION WITH THE WEBSITE, AND USER UNDERSTANDS AND
AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT USER'S OWN
RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CONTENT,
PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH
THE WEBSITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY,
AND NOT BY COMPANY OR ANY AFFILIATE.
In addition, the Content on the Website may include sample or form agreements, letters or other documents, including financially or legally significant documents such as contracts and other items ("Forms"). These Forms are provided solely as examples of typical documents of their kind, and the delivery and use of Forms does not constitute legal, accounting or other professional advice. Under no circumstances will Company or its Affiliates be liable for any loss or damages caused by the User's reliance on information or advice obtained through the Website, including, without limitation the use of any of the Forms. It is the User's responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinions, advice, Forms or other content available on or through the Website. User is urged to consult an appropriate professional licensed in the User's jurisdiction before using any Forms or otherwise relying on any legal, accounting, or other professional advice or information obtained on or through the Website.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
IN NO EVENT SHALL COMPANY OR THE AFFILIATES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, BUSINESS, DATA OR PROFITS; LITIGATION OR OTHER RELATED DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE OR OF ANY SITE REFERENCED OR LINKED TO FROM THE WEBSITE.
FURTHER, COMPANY SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS WEBSITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THIS WEBSITE INCLUDING, WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
16. International Use. Although the Website may be accessible worldwide, Company makes no representation that materials on the Website are appropriate or available for use in locations outside the United States and accessing them from territories where their contents are illegal is prohibited. Users who access the Website from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, Services and/or information made in connection with this Website is void where prohibited.
18. Governing Law. The Website, excluding any linked sites, is controlled by the Company from the offices within the State of Minnesota, United States of America. It can be accessed from all fifty (50) states, as well as from other countries around the world. As each of these places has laws that may differ from those of Minnesota, by accessing the Website, Company and User agree that the statutes and laws of the State of Minnesota, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sale of Goods, will apply to all matters relating to the use of the Website and the purchase of products and Services available through the Website. Company and User agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Hennepin County and the United States District Court for District of Minnesota with respect to such matters.
19. Information and Press Releases. The Website contains information and press releases about Company. Company disclaims any duty or obligation to update this information or any press releases. Information about third parties contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Company.
20. Legal Compliance. User agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding User's use of the Website and the Content and materials provided therein.
21. Time Restrictions. Any cause of action by User with respect to the Website and/or any Content, documents, products or Services related thereto, must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
23. Export Controls. Any software available on or through the Website is subject to United States Export Controls. No software from the Website may be downloaded or exported into or to a resident of Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods or to anyone on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Deny Orders. By downloading or using the software, User represents and warrants that User is not located in, under the control of, or a national or resident of any such country or on any such list.
30. Notices. All notices to a Party shall be in writing and
shall be made either via email or conventional mail. Notices to Company
via email must be sent to the attention of Customer Service at
Notice@400doors.com or via certified mail to 400
Doors Inc, 9196 Neill Lake RD Eden Prairie, MN
55347. Notices to User may be sent either to the email address or
physical address included within the Registration Data or updated by
the User. Company, at its sole discretion may broadcast notices or
messages through the Website to inform User of changes to the Website
or other matters of importance, and such broadcasts shall constitute
notice to User.
32. Force Majeure. In addition to any excuse provided by applicable law, Company shall be excused from liability for non-delivery or delay in delivery of products and services available through the Website arising from any event beyond Company's reasonable control, whether or not foreseeable by either Party, including, without limitation, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Company's reasonable control, whether or not similar to those which are enumerated above.