HOUSTON REALTORS INFORMATION SERVICE, INC. ("HRIS") an Application Service Provider (ASP), licenses certain Services (hereinafter defined) to Participant Subscribers of HRIS Multiple Listing Service ("MLS") who subscribe to the right to access the Application for the services described below enabled by software hosted on net servers owned by HRIS. For purpose of this Agreement, MLS Participant Subscribers are referred to as "Customer". read more
As used in this Agreement, the term "Services" means "Appointment Manager".
The following are the terms and conditions for use of the Services. By checking the '" I have read and agree to the Terms of Service Agreement" box and clicking the "Subscribe" button on the sign-up page, Customer accepts this Terms of Service Agreement ("Agreement").
1. Services, Term and Payment
1.1 The Services are provided to Customer subject to this Agreement, as it may be amended by HRIS, and any guidelines, rules or operating policies that HRIS may establish and post from time to time. By posting updated versions of the Agreement or otherwise providing notice to Customer, HRIS may modify the terms of this Agreement and may discontinue or revise any or all other aspects of the Services in its sole discretion. All such changes shall become effective upon posting of the revised Agreement.
1.2 The Services are subject to monthly subscription fees ("Service Fee ") as described on the sign-up page. Access to the Services will be disabled until payment is received. Paid Services are charged monthly. The monthly subscription fee is subject to change at any time. Amounts paid for the Services are not refundable.
1.3 Customer must complete the registration form on the Sign Up page in order to use the Services. Customer will provide true, accurate, current, and complete information about Customer as requested in the registration form. As part of the registration process, Customer will identify an email address and password for Customer's Services account. Customer is responsible for maintaining the security of Customer's account, passwords, and files, and for all uses of Customer's account and of the Services in Customer's name.
1.4 The term of this Agreement shall be month to month.
1.5 Customer's account will be debited for Services. Payment for Services will be made by a valid credit card accepted by HRIS. Customer hereby authorizes HRIS to charge Customer's credit card for such amounts on a regular basis, but generally on the first day of each month. Fees are payable in US dollars. If HRIS is for any reason unable to effect automatic payment via Customer's credit card, Customer will be notified via email and Services account will be disabled until payment is received.
2. Access to Services and Support
2.1 HRIS will make commercially reasonable efforts to ensure that the quality of the Service provided is of at least prevailing industry standards, and that access to the Site is available on a 24 x 7 basis. However, although HRIS will use all reasonable efforts in good faith to avoid interruption of the Service, Customer acknowledges and agrees that access to the Services, Site and Site Information may be unavailable from time to time for any reason, including without limitation, interruption of major network connectivity, network and server outages, and regular maintenance by HRIS and any operators of our servers.
HRIS offers free support that includes free online help (Q&A), email@example.com, and phone support during regular business hours - (713) 629-1900 ext. 374.
3. Restrictions and Responsibilities
3.1 This is an Agreement for Services, and Customer is not granted a license to any software by this Agreement. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services ("Software"); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. The Services shall be used for Customer's internal business purposes only and Customer shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party.
3.2 Customer acknowledges and agrees that the Services and the HRIS company names and logos and all related product and service names, design marks and slogans, are the property of HRIS (collectively, the "Marks"). Customer is not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of HRIS. Customer's use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in HRIS.
4. Termination, Backup and Loss of Data
4.1 Customer may terminate this Agreement at any time with or without cause by sending written notice to HRIS, ATTENTION: APPOINTMENTS MANAGER, 3693 Southwest Freeway, Houston, Texas 77027. There are no refunds for any fees paid.
4.2 HRIS may terminate this Agreement and the Services at any time with or without cause, by sending an email notice to Customer. HRIS shall have no liability to Customer or any third party because of such termination.
4.3 HRIS will delete any of Customer's archived data within 60 days after the date of termination. HRIS will enable Customer to Download the data Customer has inputed into the Application on a daily basis so Customer will always have a current copy of all of Customer's data. HRIS strongly encourages Customer to download its data on a daily basis.
4.4 HRIS REGULARLY BACKS UP SITE INFORMATION STORED ON THE SITE, AND STORES THE SAME FOR A LIMITED TIME. UPON CUSTOMER'S REQUEST AND PAYMENT OF THE THEN-CURRENT FEE, HRIS WILL MAKE REASONABLE EFFORTS TO RESTORE SITE INFORMATION. HRIS WILL HAVE NO LIABILITY FOR ANY FAILURE TO BACK UP OR RESTORE SUCH SITE INFORMATION, OR FOR INTERRUPTIONS, DELAY OR SUSPENSION OF ACCESS TO OR UNAVAILABILITY OF SITE, REGISTRATION OR PERSONAL INFORMATION, OR ANY LOSS OF SUCH INFORMATION, DATA OR TRANSMISSION.
5. WARRANTY INFORMATION AND DISCLAIMERS; REMEDIES
5.1 THE SERVICES, CONTENT, SITE, THIS WEBSITE, LINKED SITES, SERVERS, STORAGE FACILITIES, AND ALL INFORMATION, SERVICE AND PRODUCTS ADVERTISED, PURCHASED, OBTAINED OR ACCESSED THROUGH THEM OR ANY THIRD PARTY PROVIDER (COLLECTIVELY, THE "MATERIALS") ARE PROVIDED "AS AVAILABLE" AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, HRIS EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO (A) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, (B) ANY WARRANTIES THAT THE MATERIALS WILL MEET THE CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, OR WILL BE RELIABLE, TIMELY, QUICK, CONSISTENT, SECURE, COMPLETE OR FREE OF ERRORS, INACCURACIES, INTERRUPTIONS, VIRUSES OR OTHER HARMFUL COMPONENTS, OR (C) ANY WARRANTIES CONCERNING THE USE OR THE RESULTS OF USE OF ANY OF THE MATERIALS.
5.2 CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE MATERIALS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL HRIS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) PERFORMANCE, USE, INABILITY TO USE, MISUSE OR PROVISION OF THE MATERIALS, OR ANY FAILURE, DELAY, INTERRUPTION, SUSPENSION, CHANGES OR TERMINATION THEREOF, OR THE COST OF PROCURING SUBSTITUTES THEREFOR, (B) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY CONTENT OR INFORMATION IN THE MATERIALS, (C) FAILURE TO BACKUP OR STORE, LOSS OF ACCESS, DELETION OR UNAUTHORIZED ACCESS TO OR ALTERATION OR USE OF THE MATERIALS OR CUSTOMER'S TRANSMISSIONS, DATA, OR PERSONAL, REGISTRATION OR SITE INFORMATION, (D) ANY LOSS OR INTERRUPTION OF DATA, TRANSMISSIONS OR PERSONAL, REGISTRATION OR SITE INFORMATION RESULTING FROM NETWORK, SERVER OR SYSTEM OUTAGES, FILE CORRUPTION OR ANY OTHER REASON, (E) ANY INFRINGEMENT OF RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS), (F) STATEMENTS OR CONDUCT OF ANY PARTY USING THE MATERIALS, OR (G) ORDER FULFILLMENT, CUSTOMER SERVICE, BILLING OR ACCOUNT COLLECTION BY A THIRD PARTY PROVIDER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER'S SOLE REMEDY IS TO DISCONTINUE USE OF THE APPLICATION, THE SITE AND THE SERVICES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
6. LIMITATION OF LIABILITY
6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL HRIS OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "HRIS") BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF HRIS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, HRIS IS FOUND LIABLE TO CUSTOMER FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE LIABILITY OF HRIS TO CUSTOMER WILL BE LIMITED TO THE AMOUNT CUSTOMER PAID FOR THE SERVICE.
7. Customer Responsibilities
7.1 All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by Customer, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by Customer are the sole responsibility of Customer. Without limitation, Customer and its Site Administrator(s) are responsible for monitoring the contents, use of and access to the Site and all such Information. Without limitation, Customer agrees that it will use the Services and the Site only in accordance with these Terms, and will not use them to:
a. upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any warez, cracks, hacks, associated utilities or other piracy related information;
b. provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;
c. modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, license, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained there from, or permit access to the same by any unauthorized person or entity;
d. interfere with or disrupt any links or click-through URLs provided through the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Customer's use and enjoyment of the Services;
e. attempt to gain unauthorized access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services; or
f. violate (intentionally or unintentionally ) any applicable local, state, national or international law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any securities exchange of any jurisdiction, laws regarding the transmission through the Services of technical data or software exported from the United States and/or the country(ies) in which Customer resides, and laws and regulations regarding online conduct and acceptable content of Customer's transmissions, Site and Site Information.
8.1 CUSTOMER AGREES, TO THE EXTENT ALLOWED UNDER LAW, TO INDEMNIFY AND HOLD HRIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT, AND AGENTS HARMLESS FROM ANY CLAIM, LOSS, COST, EXPENSE, DEMAND, OR DAMAGE, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING DIRECTLY OR INDIRECTLY OUT OF (A) CUSTOMERS' USE OF OR CONNECTION TO THE SERVICES OR THE SITE, (B) SITE INFORMATION OR OTHER INFORMATION TRANSMITTED OR STORED BY CUSTOMER THROUGH OR ON THE SITE OR THE SERVICES, (C) ACTIVITIES IN CONNECTION THEREWITH, OR (D) CUSTOMERS' BREACH OF THIS AGREEMENT OR VIOLATION OF THE RIGHTS OF ANY OTHER PARTY.
9.1 HRIS does not reveal any personal confidential identification information it collects about Customer, Customer's use of the Services or any confidential information that Customer posts to its Site. During the registration process, HRIS collects identifiable information from Customer. HRIS uses such information only for its internal purposes, ie, providing its Services, administering its Website, providing technical support, contacting Customer, charging Customer and verifying Customer's identity. HRIS will not sell, rent or release Customer's confidential information to any other party.
10.1 All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers, privacy, and limitations of liability.
11.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.2 HRIS and Customer agree that the Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
11.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and Customer does not have any authority of any kind to bind HRIS in any respect whatsoever.
11.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys' fees.
11.5 Any failure of HRIS to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
11.6 Customer and HRIS agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or the Services, Content or Site must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
11.7 The Agreement shall be governed by the laws of the Texas. All legal actions in connection with the Agreement shall be brought in a court of competent jurisdiction in Houston, Harris County, Texas.