IF YOU HAVE NOT READ THIS AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THIS AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE SITE OR SERVICE.
NOTE THAT, AS DETAILED FURTHER BELOW, DISPUTES ABOUT THIS AGREEMENT OR RELATING TO THE SITE OR SERVICE GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY.
1. Description of Site and Service
Through the Site and Service, ML offers certain services and solutions to real estate professionals to help such professionals build their businesses. These tools include various software solutions designed to help real estate professionals build websites, manage and optimize leads for new business, and customize advertisement campaigns, as well as webinars, podcasts, and other training support.
The Site and Service are provided solely as a forum and technical interface that may connect homeowners with locally licensed real estate agents, brokers, and other home-related service providers. ML does not provide any real estate, appraisal, or home-related services, and we do not hold ourselves out as being licensed to perform any such services. ML does not sponsor, endorse, recommend, or approve of any real estate agent, broker, or other home-related service provider who offers services through the Site or Service (or related sites or services provided by or on behalf of ML). While we try to confirm that participating real estate agents, brokers, and other home-related service providers are licensed to perform their respective services, we cannot and do not represent or warrant that any real estate agent, broker, or other home-related service provider who offers services through the Site or Service (or related sites or services provided by or on behalf of ML) is licensed, qualified, or capable of performing any such service.
2. Scope and Acceptance
Anyone who accesses or uses the Site or Service is a “User.” This Agreement sets forth your rights and obligations as a User with respect to your access to and use of the Site or Service and use of any and all information or data of any kind arising from access to, or use of, the Site or Service, including, without limitation, any text, graphics, photos, audio, video, or other content.
If you are accessing or using the Site or Service on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to this Agreement.
The Site and Service are not intended or authorized for use by persons under the age of thirteen (13). By using the Site or Service, you represent and warrant that you are thirteen (13) years of age or older and that you agree to and agree to abide by all of the terms and conditions of this Agreement. If ML believes that you are under the age of thirteen (13) or that you are not old enough to consent to and be legally bound by this Agreement, ML may, at any time, in its sole discretion, and with or without notice: (i) terminate your access to or use of the Site and Service (or any portion, aspect, or feature thereof), or (ii) delete any content or information that you have posted through the Site or Service.
THIS AGREEMENT APPLIES TO THE SITE AND SERVICE, AND, UNLESS EXPRESSLY STATED HEREIN, DOES NOT ALTER THE TERMS AND CONDITIONS OF ANY OTHER AGREEMENT YOU MAY HAVE WITH ML OR ITS AFFILIATES.
3. Additional Terms
Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site or Service, all of which terms, as applicable, are made a part of this Agreement by this reference, including but not limited to those listed below. You agree to abide by these additional terms, as applicable. If there is a conflict between this User Agreement and the terms posted for or applicable to a specific portion of the Site or Service or for any service or product offered on or through the Site or Service, the latter terms shall control with respect to your use of that portion of the Site or Service or the specific service or product.
In addition to this User Agreement, the following are “Additional Terms” that may apply to your use of the Site or Service, or a service or product offered on or through the Site or Service:
Each of these policies and agreements may be changed from time to time and are effective immediately upon posting such changes to the Site.
4. Account Information and Security
You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITY ASSOCIATED WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU, INCLUDING CONTENT PUBLISHED OR PURCHASES MADE THROUGH YOUR ACCOUNT.
Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.
Please note that if a “Public Area” is available on the Site or Service, such as a forum, message board, or other community area that allows User posts, you are solely responsible for any information, text, photos, content or material that you upload, post or transmit to such area. You are also responsible for your reliance on any communications found in such areas. If you feel you or someone is in danger, or you believe illegal conduct may take place or has taken place, you should contact your local law enforcement agency immediately. If you believe you may have a medical emergency, call your doctor or 911 immediately.
The specific features and functionality of the Site and Service are dynamic and may change from time to time. We reserve complete and sole discretion with respect to the operation of the Site and Service. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Site or Service at any time.
6. Inaccuracies on the Site and Service
The Site or Service may include inaccuracies or errors, and additions, deletions, and alterations could be made to the Site or Service by unauthorized third parties. Although ML attempts to ensure the integrity of the Site and Service, it makes no guarantees as to the timeliness, completeness, or accuracy of the Site or Service or any of the content on the Site or Service. Further, ML does not make any assurance as to the timeliness, completeness, or accuracy of information provided by any real estate agent, broker, or other home-related service provider, including any home evaluation or other related follow-up.
If you believe any portion of the Site or Service includes an error or inaccuracy, please notify us.
7. Availability of the Site and Service
It is not possible to operate the Site or Service with 100% guaranteed uptime. ML will make reasonable efforts to keep the Site and Service operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Site or Service. In addition, ML reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Site or Service, with or without notice.
You agree that ML shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Site or Service.
8. Technical Requirements
9. ML Proprietary Rights
The Site and Service are owned and operated by or on behalf of ML. The “Market Leader” name and logos, the names, slogans, and logos associated with ML products and services, and other ML marks referenced on the Site and Service are trademarks of ML in the United States and other countries. All other company names, logos, and marks are the property of their respective owners. Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use ML’s name, logos, or other marks displayed on the Site or Service, except as expressly provided herein or by obtaining the written permission of ML. The content, structure, “look and feel,” and all other elements of the Site and Service (“ML Materials”) are owned, controlled or licensed by or to ML, and are protected by copyright and other intellectual property laws of the United States and other jurisdictions. You may not sell, license, distribute, copy, publish, publicly perform or display, modify, adapt, translate, or create derivative works from, or otherwise make unauthorized use of, the ML Materials without ML’s express prior written consent. ML reserves all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest to the ML Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. You acknowledge that ML will aggressively enforce its intellectual property rights with respect to its ML Materials to the fullest extent of the law.
10. Permitted Use
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Site and Service and related materials solely for your own personal use in accordance with the license scope and use restrictions specified in this Agreement and any other applicable agreement between you and ML.
You agree not to use the Site or Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the preceding sentence, you agree that you will not do, or attempt to do, any of the following, unless expressly authorized by ML to do so:
(a) alter or modify the Site or Service, or make any electronic reproduction, adaptation, distribution, performance, or display of the Site or Service, or any portion thereof, except to the extent permitted by the intent and functionality of the Site or Service or as required for the limited purpose of reviewing material on or interacting with the Site or Service for the intended purpose of the Site or Service;
(b) sell, rent, lease, transfer, distribute, or assign to any third party any rights to the Site or Service, or related materials;
(c) remove or modify any proprietary notice or labels on the Site or Service, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application;
(d) use the Site or Service for any non-authorized commercial purpose or any illegal purpose, including any comparative or competitive research purposes;
(e) copy, modify, or erase any information contained on computer servers used or controlled by ML or any third party except to the extent permitted by the intent and functionality of the Site or Service;
(f) use the Site or Service to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
(g) access or use any password-protected, secure, or non-public areas of the Site or Service, or access data on the Site or Service, not intended for you, except as specifically authorized in writing by ML;
(h) impersonate or misrepresent your affiliation with any person or entity, or allow a third party to use your identification or to pretend to be you;
(i) use any automated means to access or use the Site or Service, including scripts, bots, scrapers, data miners, or similar software, or display the Site or Service, or portions thereof, in things (e.g., deep linking, framing, scraping, etc.), without our express written permission;
(j) attempt to or actually disrupt, impair, or interfere with the Site or Service, or any information, data, or materials posted or displayed by ML;
(k) attempt to probe, scan, or test the vulnerability of the Site or Service or breach any implemented security or authentication measures, regardless of your motives or intent;
(l) attempt to interfere with or disrupt access to or use of the Site or Service by any User, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code;
(m) post any content to the Site or Service that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to ML’s mission; or
(n) use the Site or Service in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.
You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding ML or the Site or Service provided by you in the form of postings on the Site or Service, e-mail, or other communication or submission to us, or, are unsolicited and non-confidential. We will own exclusive rights, including all intellectual property rights, in and to such submissions, and we will be entitled to the unrestricted use of such submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
12. User Content
ML may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit text, graphics, photos, audio, video, or other content (collectively, “User Content”). By making available any User Content on or through the Site or Service, you hereby grant ML a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through multiple tiers), to view, use, copy, distribute, publicly display and perform, transmit, stream, broadcast, adapt, modify, create derivative works of, and otherwise exploit such User Content on, through, or by means of the Site or Service. ML does not claim any ownership rights in any such User Content, and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content independent of the Site or Service.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Service. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Service or you have all rights, licenses, consents, and releases that are necessary to grant to ML the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or ML’s use of the User Content (or any portion thereof) on, through, or by means of the Site or Service will infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (iii) all User Content complies with the permitted use of the Site and Service under this Agreement; and (iv) the User Content does not include any false or misleading information and was not submitted under false pretenses.
ML may, but is not obligated to, (a) record, monitor, modify, or disclose User Content; (b) investigate a complaint that User Content violates this Agreement, and determine in our sole discretion whether to remove the User Content or take other action; (c) remove User Content if we determine in our sole discretion that a violation of the Agreement has occurred or may occur in the future; and/or (d) terminate a User’s access to the Site or Service (or any portion thereof) if he or she has violated this Agreement.
13. Third Party Content
The Site and Service may contain or display various materials and content from third parties, including advertising and promotional content (“Third Party Content”). The mere display on or through the Site or Service of such Third Party Content does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by ML of any third party or any affiliation between any such third party and ML. Furthermore, in using and accessing the Site or Service, you agree that ML is in no way responsible for the timeliness, completeness, or accuracy of Third Party Content. ML’s display of specific Third Party Content does not suggest a recommendation by ML of the third party or any products or services offered by the third party. Your interaction with any third party accessed through the Site or Service (whether online or offline) is at your own risk, and ML will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
The Site or Service may also contain references or links to third-party properties, such as websites and other online services, not controlled by ML. ML provides such references and links solely as a convenience to you and such references and links should not be considered endorsements or recommendations of such third-party properties. You acknowledge and agree that ML is not responsible for any aspect of the information or content contained in any third-party properties. You agree that ML is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such third-party properties. If you access, visit, or use any third-party properties referred to on the Site or Service, you do so at your own risk.
For the avoidance of doubt, this Agreement applies solely to the Site and Service and does not apply to any third party website that may be accessed via third party links on the Site or Service. We encourage you to review the third party agreements of any third party website you choose to access, as their agreements may differ from ours.
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE AND SERVICE ARE AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SITE AND SERVICE (INCLUDING ALL ML MATERIALS, THIRD-PARTY CONTENT, AND ALL PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE SITE) ARE PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ML DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE SITE OR SERVICE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE OR SERVICE (INCLUDING ML MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE OR SERVICE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. ML MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SITE OR SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. ML ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
15. Limitation of Liability
To the maximum extent permitted by applicable law and notwithstanding any other provision of this Agreement, in no event shall ML or any of its affiliates, partners, officers, employees, agents, contractors, successors, or assignees be liable to you (including any of your partners, officers, employees, agents, contractors, successors, or assignees) for any DIRECT, indirect, special, incidental, exemplary, punitive, or consequential damages, whether arising in contract, equity, tort, or otherwise (including breach of warranty, negligence, and strict liability in tort), including, without limitation, damages arising from delay, loss of goodwill, loss of or damage to data, interruption in use or availability of data, loss of use of money or use of products, lost profits, revenue or savings (actual or anticipated), or other economic loss ensuing from or in connectiON with (a) the Site or Service; or (b) any products and services offered through the SITE OR SERVICE, even if ML has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.
If, Despite the foregoing limitation of liability for damages, a court or other tribunal of competent jurisdiction decides to award monetary damages to you for any claim or cause of action arising from the same, the amount of monetary damages for such claim or cause of action shall be no greater than one hundred U.S. dollars ($100).
You understand and agree that you are personally responsible for your behavior in connection with USE OF the SITE OR SERVICE. You agree to indemnify, defend, and hold harmless ML, its parents, subsidiaries, and affiliates, and its and their respective directors, officers, partners, employees, agents, contractors, successors, and assigns from and against all claims, demands, lawsuits, damages, liabilities, losses, costs, or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements, and penalties of every kind arising from or relating to any BREACH of this agreement and any activity related to your use of the SITE OR SERVICE.
You agree that ML may, in its sole discretion and without prior notice, terminate your access to or use of any of the Site or Service at any time and for any reason, with or without cause. You agree that ML will not be liable to you or to any third party for termination of your access to, or use of, the Site or Service as a result of any breach of the Agreement or for any reason at all. Furthermore, we reserve the right not to respond to any requests for information for any reason, or no reason.
You also agree that any breach by you of this Agreement may constitute an unlawful and unfair business practice that may cause irreparable harm to ML for which monetary damages would be inadequate. You consent to ML’s obtaining any injunctive or equitable relief that ML deems necessary or appropriate in such circumstances, without the need for a bond. These remedies are in addition to any other remedies ML may have at law or in equity.
18. Copyright Infringement
We take copyright violations very seriously. We may remove material from the Site or Service that appears in our sole discretion to infringe upon the copyright or other intellectual property rights of others, and we will terminate the access rights of any repeat infringer. If you believe a work protected by a U.S. copyright you own has been posted on the Site or Service without authorization, or has been mistakenly removed, you may notify our copyright agent as provided below, and provide the following information:
(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work or works claimed to have been infringed, or mistakenly removed;
(c) a detailed description of the material you claim is infringing, or has been mistakenly removed, together with information sufficient to enable us to locate it, including the URL where the infringing material appears;
(d) your name, mailing address, telephone number, and e-mail address;
(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law, or has been mistakenly removed; and
(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify ML of claimed copyright infringement, or to file a counter-notice in response to a takedown, please contact us at:
DMCA Agent: Market Leader Legal Department
Address: 1840 York Road, Timonium Maryland 21093
USA Phone No.: 410-843-3846
Email address: email@example.com
19. International Use
Access to and use of the Site and Service are unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including this section. ML makes no representation that the Site or Service or any aspect thereof will be available or appropriate for use in locations outside of the United States. Those who choose to access the Site or Service from locations outside the United States do so at their own risk and are responsible for compliance with local laws and regulations. Users are responsible for compliance with all United States export laws and regulations when exporting any products, services, content, or materials provided through the Site or Service.
20. Dispute Resolution and Binding Arbitration
20.1 Initial Dispute Resolution Process. ML intends to resolve any and all disputes that may arise between it and its Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to ML in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. ML shall respond promptly with responsive information from its perspective. You and a representative of ML shall communicate promptly following the delivery of the response, and as often as you and ML mutually deem necessary or desirable thereafter, in an attempt to resolve the matter.
20.2 Arbitration. After failing to mutually settle any disputes informally as described above, and except for equitable claims, small claims court, and claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s intellectual property, any controversy or claim arising out of or relating to this Agreement shall be submitted to and settled through binding arbitration. All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content, or results of the arbitration, except as necessary to comply with legal or regulatory requirements.
20.3 Class Action Waiver. You and ML agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.
20.4 Wavier of Jury Trial. THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE GIVING UP A RIGHT TO A JURY TRIAL.
21.1 Applicable Law and Venue. This Agreement and any action related to this Agreement will be governed by the laws of the State of Washington, without regard to the choice or conflicts of law provisions of any jurisdiction. You and ML agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Site or Service or this Agreement that are not submitted to arbitration will be exclusively in the federal or local courts located in Seattle, Washington.
21.2 Entire Agreement. This Agreement (including the various Additional Terms incorporated herein by reference) constitutes the entire agreement between you and ML relating to the subject matter hereof, and supersedes any and all prior agreements, negotiations, or other communications between you and ML, whether oral or written, with respect to the subject matter hereof.
21.3 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation, shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby.
21.4 Waiver. No failure or delay in enforcing any provision, exercising any option, or requiring performance shall be construed to be a waiver of that or any other right in connection with this Agreement.
21.5 Assignment. You may not assign, by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third party, including in connection with a merger or change of control, without prior written consent by ML. Any purported assignment lacking such consent will be void at its inception. ML may assign all or part of its rights and/or delegate all or part of its duties under this Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the Site.
21.6 English Language. The parties have required that the Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.
22. Contacting ML
If you have any comments or questions about the Site or Service, please contact us at Constellation Web Solutions, Inc. DBA Market Leader, 1840 York Road, Timonium, MD 21093 or info@MarketLeader.com.
Last revised: November 2017