Effective April 24, 2014
THIS TERMS AND CONDITIONS OF USE AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN ANY PERSON OR ENTITY THAT ACCESSES OR USES THE SITE IN ANY MANNER (“USER(S)” OR “YOU”) AND THE CALIFORNIA ASSOCIATION OF REALTORS®. BY ACCESSING THE SITE (DEFINED BELOW), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. USE OF THE SITE IN ANY MANNER SHALL CONSTITUTE YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR ASSENT TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE STRICTLY PROHIBITED FROM ACCESSING AND/OR USING THIS SITE IN ANY MANNER.
The following terms and conditions govern use of this Site:
1. Definitions. "C.A.R." shall mean the CALIFORNIA ASSOCIATION OF REALTORS®, its employees, officers, directors, and all other persons or entities affiliated with C.A.R. responsible for creating, maintaining, and publishing this Site. "C.A.R. Content" shall mean all materials, information and images provided by C.A.R. and available through the Site, including but not limited to, trademarks, copyrightable materials, advertisements, data, text, graphics, files, photos, software and video. “User Content” shall mean all materials, information and images provided by You to and through the Site, including but not limited to trademarks, copyrightable materials, advertisements, data, text, graphics, files, photos, and shall also include Your name, telephone number and other contact information made available to and through the Site and shall be deemed to include all User Content included in any Combined Content by User. "Site" shall mean the Internet site located at the URL address http://www.realtorrealtalk.com. “Content” may refer to C.A.R. Content, User Content, Combined Content (as defined below) or any combination thereof as the context requires.
2. Limited License to C.A.R. Content. User is granted a nonexclusive, nontransferable, non-assignable, royalty-free license to use the Site for non-commercial purposes only. Unless otherwise stated on the Site, and so long as User is a member of C.A.R., C.A.R. grants to User a nonexclusive, nontransferable, non-assignable, royalty-free license to use, reproduce, display and distribute C.A.R. Content only in the User’s promotion of User’s licensed real estate activities, provided that the C.A.R. Content is not modified or revised in any manner except as expressly permitted by this Agreement. Except as permitted herein or as otherwise stated on the Site, Users who are not C.A.R. members may not reproduce, sell, license, transfer, modify, distribute, transmit, use to create derivative works from, publish, display, or otherwise use or exploit any C.A.R. Content or Combined Content for any purpose without the express written permission of C.A.R. Use of any permitted C.A.R. Content must be used as provided by C.A.R., without editing or modification. All reproductions of C.A.R. Content must be accompanied by proper attribution to C.A.R. as the source: “© California Association of REALTORS®, Inc. Reprinted under a limited license with permission.”
3. Combined Content. C.A.R. will make available through the Site certain template materials, which are designed for Users, who are members of C.A.R., to combine User Content with the template materials (“Combined Content”). So long as User is a member of C.A.R., C.A.R. grants to User a nonexclusive, nontransferable, non-assignable, royalty-free license to create the Combined Content and use, reproduce, display and distribute such Combined Content only in the User’s promotion of User’s licensed real estate activities. Use of any C.A.R. Content in any Combined Content must be used as provided by C.A.R., without editing or modification. All reproductions of Combined Content must be accompanied by proper attribution to C.A.R.: “Reprinted with permission under a limited license from the California Association of REALTORS®.”
4. Restrictions on Use of Site and C.A.R. Content. Users shall not use this Site or the C.A.R. Content for any illegal or prohibited purpose, or in any manner that could damage, disable, overburden or impair the Site, C.A.R. Content or any of C.A.R.'s servers, or interfere with any other party's use of the Site or C.A.R. Content. Users shall not attempt to gain any unauthorized access to the Site or C.A.R. Content, through data or password mining, hacking, robots, spiders, other similar data gathering and extraction tools or any other means, whether automatic or manual, to monitor or copy the Site and/or C.A.R. Content or harvest or otherwise collect information about others, including e-mail addresses, without C.A.R.’s prior written permission. Users shall not attempt to obtain any C.A.R. Content not intentionally made available to them at this Site. Users shall not upload any files that contain Trojan horses, viruses, cancelbots, corrupted files, worms, or other programs or software that may damage or interrupt the websites, computers or software of C.A.R. or others.
5. Registration; User Names and Passwords. Users may be required to register with C.A.R. in order to access the Site or portions thereof. A User’s user name and password are for the User’s personal use only, and not for use by any other person. User is responsible for maintaining the confidentiality of any password User may use to access the Site, and agrees not to transfer User’s password or user name, or lend or otherwise transfer User’s use of or access to the Site, to any third party. User is fully responsible for all interaction with the Site that occurs in connection with User’s password or user name. User agrees to immediately notify C.A.R. of any unauthorized use of User’s password or user name or any other breach of security related to User’s account or the Site, and to ensure that User “logs off” from the account with the Site at the end of each session. C.A.R is not liable for any loss or damage arising from User’s failure to comply with any of the foregoing obligations.
6. Framing the Site. Framing the Site for any purpose without the express written consent of C.A.R. is strictly prohibited.
8. Advertisers. Advertisement banners and other forms of advertising may exist on the Site. C.A.R. is not responsible for the claims or representations made by any advertiser on the Site nor is C.A.R. responsible for the products and services of advertisers on the Site. Mere presence of an advertiser on the Site does not constitute an endorsement, approval, or sponsorship of any advertiser by C.A.R. in any respect unless expressly indicated otherwise.
9. Updating of Site Content. C.A.R. does not make any representations or warranties regarding the accuracy of the Content, nor does C.A.R. make any commitment to update the Content. C.A.R. reserves the right in its sole discretion to add, remove or otherwise modify the Content and/or the Site at any time without notice. User agrees that User must evaluate, and that User bear all risks associated with, the use of the Site and the Content, including, without limitation, any reliance on the accuracy, completeness or usefulness of any Content or other materials available through the Site.
10. License to User Content; Restrictions; C.A.R.'s Right to Remove User Content or Combined Content. User hereby grants to C.A.R. a worldwide, nonexclusive, transferable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable right and license, without compensation to User, to use, reproduce, distribute, adapt (including without limitation edit, modify, translate, and reformat), create derivative works of, transmit, publicly display and publicly perform User Content in any media now known or hereafter developed for any purpose whatsoever including, but not limited to, hosting and displaying the User Content or Combined Content on the Site or any other website owned or operated by C.A.R. or any affiliated entity, use on social media platforms, or in advertising in conjunction with the promotion of C.A.R. or its affiliated entities, or any of their products or services. C.A.R. may exploit User Content and Combined Content howsoever it chooses in any and all markets and media now known or hereafter devised, throughout the world in perpetuity without additional notification, permission, approval or compensation. For all User Content uploaded by User, User represents and warrants that such User Content, and User’s provision thereof to and through the Site, complies with all applicable laws, rules and regulations and that the User Content will not violate any law or infringe on the rights of any third party, including, but not limited to, copyright, trademark, patent, privacy or publicity rights. User further irrevocably waives any moral rights or other rights with respect to attribution of authorship or integrity of materials regarding User Content and Combined Content that User may have under any applicable law under any legal theory. If any third party has any rights (for example but not limited to copyrights, trademarks, or publicity rights) in the User Content (collectively, “Third Party IP”), User represents and warrants to C.A.R. that User has secured all rights necessary for User to grant the licenses in this Agreement. User hereby grants to C.A.R. a perpetual, irrevocable, royalty-free, nonexclusive, worldwide license, including the right to sublicense, to use such Third Party IP to the same extent as other User Content. This license includes the right to edit, amend, and make derivative works from User Content or Combined Content. For the avoidance of doubt, Third Party IP is included within User Content. User shall not post any User Content that (1) is defamatory, libelous, sexually explicit, obscene, inappropriate, indecent, or profane, or that is done with the intent to harass, stalk or threaten others; (2) contains material that promotes bigotry, racism, hatred or harm against any group or individual or that promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, age or any other protected status; (3) impersonates any other person or creates a false identity to mislead others; (4) disparages C.A.R. or any other person or entity affiliated with C.A.R. or the Site; or (5) contains any advertisements or solicitations without C.A.R.'s prior written consent. User shall not use User Content, Combined Content or the Site in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail or spamming. User Content must not contain any material that is illegal in any applicable jurisdiction, and C.A.R. reserves the right to forward any User Content or Combined Content containing illegal contents to the appropriate authorities. C.A.R. has the right to delete or modify any User Content and/or Combined Content that violates the provisions of this paragraph or at any time without notice. User agrees to and shall indemnify, defend and hold harmless C.A.R., its affiliated entities and their respective directors, officers, employees and agents from and against any and all claims, demands, causes of action, damages, costs and expenses (including without limitation attorneys' fees) arising out of or related to, directly or indirectly, the User Content uploaded by User. User hereby waives, releases and discharges any and all claims whatsoever against C.A.R. for its use of the User Content (including, but not limited to any alleged or actual infringement or misappropriation of any proprietary rights in any information contained in the User Content, including User Content included in Combined Content by User). All User Content uploaded to the Site or otherwise sent to C.A.R. will be treated as non-confidential and non-proprietary. C.A.R., in its sole discretion, reserves the right to review, edit or remove any User Content or Combined Content as well as the right to refuse to post any User Content or Combined Content. C.A.R. does not guarantee that it will review all User Content or Combined Content, nor does C.A.R. guarantee the accuracy, legality or reliability of any User Content or Combined Content, and under no circumstances will C.A.R. be responsible or liable for User Content or User Content included in Combined Content by User, and Users are advised to investigate and evaluate User Content and Combined Content prior to relying on any of them. Users understand that User Content and Combined Content may be accessible to and viewed by the general public, therefore Users should exercise caution before including any personally identifiable information in User Content and/or Combined Content.
11. Attribution; Release. When utilizing Combined Content in any manner, C.A.R. may, but is not required to, include any attribution or other reference to User, including without limitation User’s name, broker affiliation, CalBRE license number, or address or telephone number provided by User. User hereby grants to C.A.R. a perpetual, irrevocable, royalty-free, nonexclusive, worldwide license including the right to sublicense the use User’s rights of publicity in connection with the User Content for any purpose whatsoever. User also grants to C.A.R. a license to use User’s name to identify User’ as a user of the Site. You understand and agree that you will not be entitled to any compensation because of C.A.R.’s use of User Content or Combined Content, if any, or any rights of publicity in connection therewith. By submitting User Content, You consent to the use by C.A.R. and its licensees, successors, and assigns of Your user name, likeness, name, appearance, biographical material, and any other identifying information, including without limitation, any information contained in Your User Content, as used, edited, altered, fictionalized, or modified by C.A.R., in its sole discretion, in any and all markets and media, now known or hereafter devised, throughout the world in perpetuity, including, without limitation, in and in connection with C.A.R., the Site, or related sites or services, and in and in connection with any advertising, promotion, and publicity.
12. Products, Content and Specifications. All descriptions, images, references, features, content, specifications, products and services described or depicted on this Site are subject to change at any time without notice.
13. Translation Limitations. Warning: Translation May Be Imprecise and Inaccurate. The Site and/or Content may be translated using a machine translation software powered by SYSTRAN. C.A.R. and its partners strive to achieve accuracy, however, no automated translation is perfect nor is it intended to replace human translators. Any translation of materials into languages other than English is intended solely as a convenience to the non-English-reading public. Translation accuracy is not guaranteed nor implied. Discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translation, please refer to the English version of the web page, which is the official version of all web pages on this Site. You assume all risk, liability, and responsibility for any translation. While reasonable efforts are made to provide a translation, no liability and no responsibility are assumed by either C.A.R. or its partners for any errors, omissions, or ambiguities in the translations. In no event are C.A.R., its owners, advertisers, affiliates, and associated parties, liable for any damages whatsoever arising out of Your use of translations for the Site or the Content, including direct, indirect, incidental, consequential or punitive damages. WITHOUT LIMITING ANY OF THE FOREGOING, TRANSLATIONS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
14. DISCLAIMER. THE CONTENT ON THE SITE IS PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, C.A.R. DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, SECURITY AND FITNESS FOR A PARTICULAR PURPOSE. C.A.R. DOES NOT WARRANT OR GUARANTEE THE ACCURACY, AVAILABILITY, RELIABILITY, ACCESS TO OR UNINTERRUPTED AND ERROR FREE OPERATION OF THE SITE OR THE CONTENT.
15. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL C.A.R. BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, CONTENT, DATA OR PROGRAMS ARISING FROM THE USE, INABILITY TO USE, OR RELIANCE ON THIS SITE OR FROM ANY INFORMATION OR CONTENT DISPLAYED, UPLOADED TO OR DOWNLOADED FROM THIS SITE.
16. Modification of Agreement. C.A.R. reserves the right, in its sole discretion, to modify or revise this Agreement at any time without giving notice. Your continued use of the Site after such changes will indicate Your acceptance of such changes.
17. Suspension or Termination of Access. C.A.R. reserves the right, in its sole discretion, to suspend or terminate User's access to the Site for any reason without notice, including but not limited to, User's breach of this Agreement.
18. Indemnification. User agrees to defend, indemnify and hold harmless C.A.R. from all actions, liabilities, losses, claims, damages, costs, and expenses including but not limited to reasonable attorney's fees, arising out of or related to the User's violation of any term of this Agreement or alleged illegal use of this Site.
19. Reservation of Rights. All rights not expressly granted or addressed herein are reserved by C.A.R.
20. Choice of Law; Jurisdiction and Venue. This Agreement shall be governed in accordance with the laws of the State of California, excluding its conflict of law principles. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the County of Los Angeles, State of California or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. The Federal Arbitration Act and federal arbitration law apply to this Agreement. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, or nationally recognized overnight courier. You hereby waive any objection You may have in any such action based on lack of personal jurisdiction, improper venue or inconvenient forum.
21. Ownership of Site and Content. All right, title and interest in and to the Site and C.A.R. Content, including C.A.R. Content contained in any Combined Content, belong solely and exclusively to C.A.R. The Site, and the C.A.R. Content and the Combined Content are protected by applicable federal, state and local laws, including but not limited to copyright and trademark laws. The text, graphics, and their selection and arrangement of the Site and C.A.R. Content are the copyrighted works of C.A.R. and/or its licensors, as applicable. All rights are reserved.
22. Notice for California Residents. Under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice: If a User has a question or complaint regarding the Site, please send an e-mail to [email protected] Users may also contact C.A.R. by writing to 525 S. Virgil Ave, Los Angeles, CA 90020, or by calling C.A.R. at (213) 739-8200. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 23. Notice and Procedure for Making Claims of Copyright Infringement Pursuant to 17 U.S.C. 512. If You believe in good faith that any Content on the Site infringes Your rights under U.S. Copyright Law, You may send a notice to C.A.R. pursuant to The Digital Millennium Copyright Act of 1998, 17 U.S.C. 512, (“DMCA”) requesting that C.A.R. either remove or disable access to the infringing material. See www.copyright.gov for proper notice requirements. Please mail Your notification to our designated agent at: DMCA Notification/Attention: Assistant General Counsel, 525 South Virgil Avenue, Los Angeles, California 90020, email Your notice to [email protected], or fax Your notification to our designated agent at (213) 480-7724.
24. Miscellaneous. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then such provision shall be deemed severable from the remainder of this Agreement, and the remaining provisions shall continue in full force and effect. You may not assign, transfer or sublicense any or all of Your rights or obligations under this Agreement, in whole or in part, without C.A.R.’s express prior written consent. C.A.R. may assign, transfer or sublicense any or all of its rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Any heading, caption or section title contained herein is included for convenience of reference only and will not be construed to define or limit any of the provisions contained herein. This Agreement, together with all policies referred to herein, is the entire agreement between You and C.A.R. relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral representations, agreements or understandings between You and C.A.R. relating to such subject matter.