DEALPATH TERMS OF SERVICE

Last Update: September 20, 2016

Welcome to the Dealpath, Inc. (“Dealpath”) website located at www.dealpath.com (the “Site”). Please read these Terms of Service (the “Terms”) and our Privacy Policy carefully because they govern your use of our Site and our management services for commercial real estate transactions accessible via our Site. To make these Terms easier to read, the Site and our services are collectively called the “Services” and you or your company is referred to as “User”.

AGREEMENT TO TERMS

By using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you”, “your” or “User” will refer to that company or other legal entity, as applicable.

PRIVACY POLICY

Please refer to our Privacy Policy (https://www.dealpath.com/privacy) for information on how we collect, use and disclose information from our users.

CHANGES TO TERMS OF SERVICES

We may modify the Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. It is important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

WHO MAY USE THE SERVICES
ELIGIBILITY

You may use the Services only if you are 18 years of age or older, capable of forming a binding contract with Dealpath, and are not barred from using the Services under applicable law.

REGISTRATION AND YOUR INFORMATION

In order to use the Services, you will first have to register for an account (“Account”) via the Site. When you register for an Account you will establish your logon credentials, which will consist of your email address and a password that you select. Please select carefully the email address under which you register for an Account and remember your logon credentials, because without that email address you will no longer be able to access your Account or receive notifications that we send to your email address. You can change your Account information in the account settings page of the Site, but not the email address under which you register for an Account. For further information, please contact us at support@dealpath.com.

It is important that you provide us with accurate, complete and up-to-date information for your Account when you register and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you do not, we might have to suspend or terminate your Account. You agree not to disclose your logon credentials to anyone and will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.

ACCOUNT TYPES

We offer multiple types of Accounts under these Terms, including free Accounts and paid Accounts. A description of the features and rates associated with each type of Account is available on the Site at www.dealpath.com/pricing and through our sales team at sales@dealpath.com. You may upgrade or downgrade your Account between a free Account and a paid Account , effective at the end of your existing subscription period, by contacting us at support@dealpath.com.

MULTI-USER ACCOUNTS

If you register for a multi-user Account and you are designated the Administrator of such Account, you will have administrative control over the Accounts of individuals whom you designate as “team members” either at the time you register or thereafter (each, such individual, an “Authorized User”). Each Authorized User will be required to register for an Account and create logon credentials using the same process as any other individual who registers for an Account. You acknowledge and agree that, unless otherwise expressly permitted in these Terms, access to and use of your Account other than by you is limited to your Authorized Users, if any. You further acknowledge and agree that: (a) you will be responsible for ensuring that all of your Authorized Users comply with these Terms; and (b) you will be liable for any breaches or violations thereof by your Authorized Users.

TRIAL ACCOUNTS

Dealpath may occasionally offer free trials of one or more types of Accounts during which you may use the Services for free for the applicable Account type (a “Trial Account”) and specified time period (the “Trial Period”). Trial Accounts are only available to individuals who have not already registered for an Account and have not previously used the Services under a Trial Account. During the Trial Period of your registration for a Trial Account, we will send you periodic notices reminding you of the date that your Trial Period will end. If you do not register for a paid Account by the end of your Trial Period, you may continue to use the Services with access to the then-current features of a free Account. You may cancel your Trial Account at any time. Please see the section below titled “Termination” for further information.

PRICING

By registering for a paid Account, you agree to pay the applicable subscription fee (as posted on the Site or as otherwise agreed), plus any applicable taxes and other fees that may accrue in relation to your use of the Services, if any. Paid Accounts are offered with the option to pay either for a 12-month subscription in advance with a single payment or on a monthly basis.

EFFECT OF PRICE CHANGES

Dealpath reserves the right to change its subscription prices at any time. We will notify you of any price changes at least thirty (30) days prior to the date the change takes effect, but no price change will take effect until the renewal date of your then-current subscription, if any. If you don’t agree to a price change, you must cancel your subscription prior to the renewal date of your then-current subscription by contacting us at support@dealpath.com. If you cancel your subscription as a result of a price change, your subscription will end at the end of your then-current subscription period. If after we provide you with notice of a price change you do not cancel your subscription in accordance with the foregoing terms, your subscription will automatically renew at the end of your then-current subscription period at the then-current price and for the same subscription period. We will charge you the new price as of the first day of renewal of the subscription period.

RECURRING AND NON-REFUNDABLE PAYMENT

By agreeing to these Terms, you acknowledge that your subscription has a recurring payment feature and you accept responsibility for all recurring charges accrued prior to cancellation. If you register for a Professional Account subscription and opt to pay on a monthly basis and you cancel less than thirty (30) days before the end of a month, you will be charged for that month, but not for the following month. If you register for a Professional Account subscription and opt to pay on an annual basis and you cancel before the end of your 12-month subscription period, Dealpath will not refund the pre-paid fees, but you may continue using the Services until the end of your subscription period.

If you upgrade your Account from a Free Account to a Professional Account, in the month following the upgrade you will be charged in advance for the monthly or annual subscription fee, as applicable. If you upgrade your Account from a Professional Account to enterprise level services, at the end of your current subscription period you will be charged in advance for the applicable annual or monthly subscription fee. Likewise, if you downgrade your Account from a Professional Account to a Free Account or from enterprise level services to a Professional Account, you will be charged the applicable rate after your current subscription period ends and your new subscription period starts.

FORM OF PAYMENT

You have the option to make payments by credit card, check, or wire transfer. If you wish to pay by check or wire transfer, please contact our sales team at sales@dealpath.com to set up billing. Whether you opt to pay by credit card or check, you will be required to provide customary billing information, such as name, billing address, and credit card number, and you agree to provide accurate, current, and complete information. All fees paid are non-refundable and non-transferable, except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Upon receipt of a request to register for an Account and pay by credit card, we will verify authorization for the purchase amount with the applicable credit card company. To prevent any unnecessary delays, please ensure that the billing address you provide matches the information on your credit card account. You can access and modify your billing Account information on the Site at any time. Payment terms and fees payable by you to your credit card company are based on the agreement between you and your credit card company. You acknowledge and agree that you (and not Dealpath) are responsible for complying with the terms and conditions governing your relationship with such third party payment service provider.

FEEDBACK

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at support@dealpath.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

CONTENT AND CONTENT RIGHTS

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. Content includes without limitation: (i) “User Content,” which means any Content that Account holders (including you) provide to be made available through the Services, for example, contracts, disclosures, inspection reports, and other documents relating to a particular real estate transaction; and (ii) “Dealpath Content,” which means any Content that Dealpath provides and makes available through the Services (i.e., Content that originates from Dealpath or its licensors, for example, checklists and task-lists).

CONTENT OWNERSHIP, RESPONSIBILITY AND REMOVAL

Dealpath does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Dealpath and its licensors exclusively own all right, title and interest in and to the Services and Dealpath Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

RIGHTS IN USER CONTENT GRANTED BY YOU TO DEALPATH

By making any User Content available through the Services you hereby grant to Dealpath a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, format, publicly display, publicly perform, and distribute your User Content solely for the purpose of operating and providing the Services and Content to you and to Authorized Users. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Dealpath or other users of the Services on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation or violate any confidentiality or other commitments that you have (or that the company or other legal entity you represent has) to any third parties.

If you have registered for a single paid Account or you are registered for and are designated the Administrator of a multi-user Account, you can hide or remove your User Content. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. For example, certain information related to you, such as User Content you uploaded to a specific transaction or in other ways shared with other users, and the comments posted or past actions taken by you in transactions will continue to be visible to other users, if they are connected to the transaction in question. Dealpath will retain an audit trail of such actions for our records or as otherwise required by law. In addition, any copies of your User Content made by other users to which you granted access to your User Content will not be affected by such removal. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

RIGHTS IN USER CONTENT GRANTED BY YOU TO OTHER ACCOUNT HOLDERS

By granting access to your User Content to other Account holders through the Services, you hereby grant such other Account holders a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute your User Content only in connection with using the Services, as permitted by the functionalities of the Services and by the access and use rights you allocate to such other Account holder through the Services.

RIGHTS IN CONTENT GRANTED BY DEALPATH TO YOU

Subject to your compliance with these Terms, Dealpath grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services and to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute Dealpath Content solely within the Services and in connection with your permitted use of the Services.

GENERAL PROHIBITIONS AND DEALPATH’S ENFORCEMENT RIGHTS

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) promotes illegal or harmful activities or substances or (viii) breaches any confidentiality obligation or other contractual obligation that you have (or that the company or other legal entity you represent has) to a third party.
  • Use, display, mirror or frame the Services or any individual element within the Services, Dealpath’s name, any Dealpath trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Dealpath’s express written consent;
  • Access, tamper with, or use non-public areas of the Services, Dealpath’s computer systems, or the technical delivery systems of Dealpath’s providers;
  • Attempt to probe, scan or test the vulnerability of any Dealpath system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Dealpath or any of Dealpath’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Dealpath or other generally available third-party web browsers;
  • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  • Use any meta tags or other hidden text or metadata utilizing a Dealpath trademark, logo URL or product name without Dealpath’s express written consent;
  • Make the Services or Content, or any portion thereof, accessible to any third party, except other parties to whom you have granted access to your User Content in the applicable transaction(s) and as permitted by these Terms and the functionalities of the Services;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation; or
  • Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

DMCA/COPYRIGHT POLICY

Dealpath respects copyright law and expects its users to do the same. It is Dealpath’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Dealpath’s Copyright Policy at https://www.dealpath.com/copyright, for further information.

LINKS TO THE THIRD PARTY WEBSITES OR RESOURCES

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

All transactions using the Services are solely between the transacting parties. You acknowledge and agree that Dealpath is not a party to any such transactions and you are solely responsible for your dealings with such third parties. All such transactions are governed by the terms and conditions of any agreement between you and the applicable third parties and you (not Dealpath) are responsible for complying with any such agreement.

TERMINATION BY YOU

You may cancel your Account or your subscription to an Account, at any time by emailing us at support@dealpath.com. Cancellation by you of a Professional Account is effective on the last day of the month or year, as applicable, of your current subscription period.

TERMINATION BY DEALPATH

We reserve the right to suspend, change, or terminate the Services and your access to and use of the Services, at our sole discretion, at any time. In addition, Dealpath reserves the right to terminate your Account if it has been inactive (i.e., not logged into or used) for 120 consecutive days

EFFECT OF TERMINATION

Upon any suspension, termination, or discontinuation of the Services or your Account, all licenses and other rights granted to you under these Terms will suspend or cease and Dealpath will have no obligation to provide the Services to you. In addition, you will no longer have access to your User Content unless you request such access, and such access may be subject to payment of an additional fee. Dealpath will not refund any fees paid by you, and you will remain liable for all amounts due hereunder, if you cancel your Account or if Dealpath terminates your Account and these Terms for your breach of these Terms and failure to cure. Upon any termination of these Terms, the following provisions will survive: Feedback; Privacy Policy; Content and Content Rights; Content Ownership, Responsibility and Removal; Rights in User Content Granted by You to Dealpath; General Prohibitions and Dealpath’s Enforcement Rights; DMCA/Copyright Policy; Links to Third Party Websites or Resources; Effect of Termination; Warranty Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.

WARRANTY DISCLAIMERS

THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

YOU ASSUME ALL RISKS RELATING TO YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT DEALPATH DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES. DEALPATH MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

INDEMNITY

You will indemnify and hold harmless Dealpath and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.

LIMITATION OF LIABILITY

DEALPATH WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEALPATH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL DEALPATH’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO DEALPATH FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DEALPATH, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEALPATH AND YOU.

DISPUTE RESOLUTION

These Terms will be governed by and construed in accordance with the laws of the State of California, excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.

GENERAL TERMS

These Terms constitute the entire and exclusive understanding and agreement between Dealpath and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Dealpath and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Dealpath’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Dealpath may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Dealpath under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Dealpath’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Dealpath. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact Dealpath at support@dealpath.com.