Terms of Use

Acceptance of Terms

This site (the “Site”) is operated by PAXIV, LLC and its affiliates (collectively, “PAXIV” or “we” or “us”). By accessing or using this Site (or any part thereof), you agree to be legally bound by the terms and conditions that follow (the “Terms of Use”) as we may modify them from time to time. These Terms of Use apply to your use of this Site, including the PAXIV services offered via the Site. They constitute a legal contract between you and PAXIV, and by accessing or using any part of the Site you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms of Use. If you do not agree to the Terms of Use, or if you do not have the right, power, and authority to agree to and be bound by these Terms of Use, you may not use the Site. Notwithstanding anything to the contrary herein, if you and PAXIV have entered into a separate written agreement that covers your use of a PAXIV service, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use.

Purpose of Site

The Site is intended to provide information about commercial real estate and PAXIV. The information and services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal, tax, accounting, investment or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by your accessing or using this Site or communicating by way of email through this Site. You shall not use information and services offered on or through this Site for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, employment, or government license or benefit. You shall also not use the Site in any way that is intended to cause the Information (as defined below) to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or in any other manner that is intended to be construed as a consumer report by any governmental authority.

Services

The information, data, text, software, photographs, images, forms, agreements, graphics, organization, layout, design, and other content contained on or provided through this Site (collectively, the “Content”) are proprietary to PAXIV and its licensors, and are protected by copyright and other U.S., Canadian and international intellectual property rights, laws and treaties. The Content includes proprietary databases (the “Database”) of commercial real estate information, which, by way of example, include tools provided by PAXIV, information, text, forms, agreements, photographic and other images and data contained therein (collectively, the “Information”) and the proprietary organization and structures for categorizing, sorting and displaying such Information, and the related software (“Software”). The Site, Content, Database, Information, Software and any portion of the foregoing, including any derivatives, adaptations, successors, updates or modifications provided thereto and any information derived from the use of the Database, including as a result of the verification of any portion of the Information, are collectively referred to herein as the “Product”.

Those portions of the Product that may be accessed by the general public and that do not require any use of Passcodes (as defined below) or two factor authentication are referred to as the “Non-Passcode Protected Product”. Those portions of the Product that require use of Passcodes and, if applicable, two-factor authentication, including, but not limited to, facial recognition authentication and are available only to individuals or entities (“PAXIV Clients”), or those acting through them, who enter into a License Agreement (as defined below) with PAXIV that authorizes access to such PAXIV service are referred to as the “Passcode Protected Product”. PAXIV utilizes registered and unregistered trademarks protected by United States, Canadian and other laws. A “License Agreement” is defined as either (i) a written and signed contract between a PAXIV Client and PAXIV that authorizes access to a PAXIV service, or (ii) an online contract between the PAXIV Client and PAXIV that is formed by online registration and acceptance of these Terms of Use or other online contract established by PAXIV and that authorizes access to a PAXIV service.

Only Authorized Users (defined below) for a Passcode Protected Product may access such product and they may access it solely using the user name, password (collectively, the “Passcodes”) and, if required by PAXIV, Passcodes with two-factor authentication, including, but not limited to, facial recognition authentication. PAXIV may use the Passcode and, if required by PAXIV, two-factor authentication as the means to authenticate your identity when you access and use the Passcode Protected Product. As part of the facial recognition authentication, you must register your internet-capable, camera-ready mobile device with PAXIV, which requires you to permit PAXIV to take an initial photograph of your face through your device’s camera. Thereafter, each time you access the Passcode Protected Product, you agree to permit PAXIV to take a photograph of your face through your device’s camera for PAXIV to authenticate. PAXIV may store any photographs or other files you submit in its systems indefinitely and use them for the purpose of Passcode Protected Product authentication.

PAXIV is under no obligation to confirm the actual identity or authority of any party accessing the Passcode Protected Product under your Passcode or other authentication method. An Authorized User will maintain the confidentiality of his/her Passcode and may not share his/her Passcodes with any other person, nor may an Authorized User allow any other person to use or have access to his/her Passcodes. You agree to notify PAXIV Account Security, via email at accountsecurity@PAXIV.com immediately of any unauthorized use of any Passcode or other breach of security. Unauthorized attempts to (i) defeat or circumvent Passcodes or other security features (e.g., facial recognition authentication), (ii) use the Site or the Product for other than intended purposes, or (iii) obtain, alter, damage or destroy information or otherwise to interfere with the system of its operation are not permitted and may result in a loss of access to the Passcode Protected Product.

Evidence of such acts may also be disclosed to law enforcement authorities and result in criminal prosecution under the laws of the United States, Canada or such other jurisdictions as may apply. An “Authorized User” is defined as an individual specifically designated by PAXIV Client and given access by PAXIV Client through its account (a) employed by a PAXIV Client or an Exclusive Contractor (as defined below) of a PAXIV Client at a site identified in the License Agreement accessing through the PAXIV Client, and (b) who is specified in the License Agreement as a user of a specific Passcode Protected Product and represented by the Client to be an employee or Exclusive Contractor of the Client. An “Exclusive Contractor” is defined as an individual person working solely for the PAXIV Client and not another company with real estate information needs or for themselves and performing substantially the same services for such PAXIV Client as an employee of such PAXIV Client. PAXIV’s issuance of a Passcode shall not be construed as a confirmation or admission by PAXIV that the person receiving the Passcode qualifies as an Authorized User.

PAXIV SPOTLIGHTS

PAXIV may provide SPOTLIGHTS subscriptions as part of its offering to its users (“PAXIV SPOTLIGHTS”). PAXIV SPOTLIGHTS is provided through the Site and email. As a subscriber to PAXIV, PAXIV grants you a limited revocable license to use PAXIV SPOTLIGHTS for non-commercial use subject to rules and limitations herein. You shall be subject to the following rules regarding acceptable conduct and practices: You (1) may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the PAXIV SPOTLIGHTS sites or any portion of such content, (2) may not use any data mining, robots, or similar data gathering and extraction tools on the content, frame any portion of the PAXIV SPOTLIGHTS sites or content, or reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the content without PAXIV’s prior written consent, (3) may not circumvent any mechanisms included in the content for preventing the unauthorized reproduction or distribution of the content, (4) may not upload, post or otherwise distribute or facilitate the distribution of a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of the Site, any other online services, or to obtain unauthorized access to the online services or content or any data or other information of any third party, (5) may not attempt to gain unauthorized access to other computer systems or networks connected to the online services or use the online services, content or any information contained therein for any unlawful purpose; PAXIV, in its sole and absolute discretion, shall determine whether any content you transmit or receive or your use of PAXIV SPOTLIGHTS violates this provision, and (6) may not use the online services, content or any information contained therein for any unlawful purpose, and you may not encourage conduct that would constitute a criminal offense or give rise to civil liability.

You may not use any services in connection with any site or other use that contains or is associated with information or content prohibited by this section. As between PAXIV and you, the content and materials incorporated by PAXIV on the Site are protected by copyrights, patents, trade secrets or other proprietary rights. Some of the characters, logos or other images incorporated by PAXIV on this Site are also protected as registered or unregistered trademarks, trade names and/or service marks owned by PAXIV or others.

Free Trial

From time to time, in PAXIV’s sole discretion, PAXIV may offer a free trial period (“Free Trial”) to certain individuals (“Free Trial Participant”) chosen by PAXIV to participate in the free trial. PAXIV will specifically notify the Free Trial Participants of their eligibility to participate in the Free Trial. Unless terminated sooner by PAXIV, the Free Trial shall last for the length of time specified in the email from PAXIV that distributes Passcodes to the Free Trial Participant or in any other notification to the Free Trial Participant by PAXIV.

The terms set forth in that email or notification, combined with these Terms of Use, shall constitute a License Agreement between PAXIV and the Free Trial Participant relating to such individual’s access to and use of the associated Passcode Protected Product being offered through the Free Trial. During the Free Trial the Free Trial Participant shall be considered an Authorized User and a PAXIV Client (as defined in these Terms of Use) and may use the Passcode Protected Product during the Free Trial subject to and solely in accordance with the terms outlined in such License Agreement relating to the Free Trial (which includes these Terms of Use).

Permitted Uses

Subject to the provisions in these Terms of Use, you may use the Non-Passcode Protected Product (or, if you are an Authorized User, subject to the provisions in your License Agreement and these Terms of Use, you may use the applicable Passcode Protected Product), in the ordinary course of your business for:

• Your internal research purposes
• Providing information regarding a limited number of particular properties and market trends internally
• Marketing properties
• Supporting your valuation, appraisal or counseling regarding a specific property
• Creating periodic general market research reports for in-house use, provided that such reports do not contain building-specific or tenant-specific Information and are not commercially or generally distributed

Subject to the provisions in your License Agreement and these Terms of Use, you may not print Information or copy Information into word processing, spreadsheet and presentation programs (or other software programs without the express written consent of PAXIV).

Notwithstanding the foregoing, the Information you access through any free or temporary access service on this Site may only be viewed by you for your individual, non-commercial use while visiting this Site.

Prohibited Uses

Notwithstanding anything to the contrary herein, you shall not:

• (1) Access any portion of a Passcode Protected Product unless you are an Authorized User for such Passcode Protected Product using the Passcodes assigned to you by PAXIV to access the components and services of the Passcode Protected Product that your License Agreement authorizes you to access, subject to the terms contained therein and in these Terms of Use
• (2) Access or use any portion of the Product if you are a direct or indirect competitor of PAXIV, nor shall you provide, disclose or transmit any portion of the Product to any direct or indirect competitor of PAXIV (by way of example, a “direct or indirect competitor” of PAXIV includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services)
• (3) Provide your Passcode or otherwise provide access to a Passcode Protected Product to any individual other than yourself, including by providing the results of queries of or reports generated from a Passcode Protected Product to a person who is not a client or prospective client
• (4) Use or distribute any Information from the Product, including Information that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product
• (5) Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or the data generated from it
• (6) Use, reproduce, publish or compile any portion of the Product for the purpose of selling or licensing any portion of the Product or making any portion of the Product publicly available
• (7) Store, copy or export any portion of the Product into any database or other software, except as expressly set forth in the Permitted Uses above
• (8) Upload, post or otherwise publish any portion of the Product on, or provide access to any portion of the Product through, the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that you may e-mail a report containing Information that complies with the Permitted Use provisions set forth above to a limited number of your clients and prospective clients
• (9) Upload, post, e-mail, make available or otherwise transmit or communicate to the public by telecommunication any information, data, text, software, photographs, images, graphics, or other content to or through the Product, or use any portion of this Product in a manner, that: (a) is unlawful, threatening, abusive, harmful, libelous, tortious, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offence; (b) infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party; (c) constitutes unlawful advertising or fraudulent, unfair or deceptive practices, “spam,” or any other form of unlawful solicitation; or (d) contains software viruses or any other computer code designed to interrupt, modify, damage, or limit the functionality of the Product
• (10) Except as set forth in a License Agreement, you acknowledge and agree that you do not have a right to make available, communicate to the public by telecommunication, transmit under any law, contractual obligation or fiduciary duty any information about the Product
• (11) Impersonate any person or entity, including but not limited to an Authorized User, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any content posted on or transmitted through the Product
• (12) Use any portion of the Product to encourage or engage in illegal activity, stalk or harass another person, or violate these Terms of Use or any applicable local, state, provincial, national or international law, rule, regulation or ordinance
• (13) Market properties or otherwise communicate with contacts acquired from the Licensed Product without first obtaining the appropriate consents and permissions as required by applicable law

Fees

You are responsible for the timely payment of any fees incurred by your use of components and services available on the Site or via links to other websites, and all taxes applicable to your use of the Product.

SUBJECT TO THE TERMS OF ANY LICENSE AGREEMENT BETWEEN PAXIV AND YOUR COMPANY, WE RESERVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF FEES CHARGED FOR ACCESS TO THE PRODUCT OR ANY OF THE COMPONENTS OR SERVICES AVAILABLE ON THE PRODUCT, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED.

If you are accessing the Passcode Protected Product, you agree: (1) to provide PAXIV with accurate and complete registration and billing information and to promptly update such information in the event it changes; and (2) to pay any applicable license fees or other fees incurred by your use of the Passcode Protected Product.

With respect to the online registration for subscribing PAXIV, you agree to a recurring monthly charge on your credit card until canceled by you upon 30 days written notice to PAXIV.

Should you terminate or fail to make timely payment and, within 24 months of your last payment to PAXIV, you enter into any transaction with an opportunity made available to you through your relationship with PAXIV (a “PAXIV Procured Transaction”), you agree to be liable to PAXIV for the greater of $20,000 per month or 2 times your monthly subscription from the last payment to PAXIV until you consummate the last PAXIV Procured Transaction and you authorize PAXIV to lien any related transaction and to charge any payment method previously approved by you.

Termination and Interruption of Access

You acknowledge and agree that PAXIV may interrupt, terminate, discontinue, or block your access to the Product or portions thereof at any time, subject to the terms of any License Agreement in place between you or your company and PAXIV. PAXIV reserves the right to terminate or suspend your use of a PAXIV service or to terminate your License Agreement upon a good faith determination of a violation of the terms of any material provision of any other agreement between the parties or their affiliates. In the event such suspension or termination occurs, you shall cease using any portion of the Product, permanently delete or destroy all portions of the Product within your possession, custody or control, and, upon written request from PAXIV, certify, in writing, your compliance with this provision.

If you are a PAXIV Client, your License Agreement sets forth an initial term that expires on a specified date and that may automatically renew for a specified length. Following the effective date of termination or non-renewal of your License Agreement, you shall cease using any portion of the Product. Should you terminate or fail to make timely payment and, within 24 months of your last payment to PAXIV, you enter into any transaction with an opportunity made available to you through your relationship with PAXIV (a “PAXIV Procured Transaction”), you agree to be liable to PAXIV for the greater of $20,000 per month or 2 times your monthly subscription from the last payment to PAXIV until you consummate the last PAXIV Procured Transaction and you authorize PAXIV to lien any related transaction and to charge any payment method previously approved by you.

In addition, you shall permanently delete or destroy all portions of the Product within your possession, custody or control and, upon written request from PAXIV, certify, in writing, your compliance with this provision.

Confidentiality Within Web Version of PAXIV

The documents stored in the “saved searches” section of the PAXIV are intended to be confidential. Authorized access is designed to be restricted to the Authorized User(s) that store the information there and other users designated by such Authorized User(s) to have access to the information.

Consistent with this goal of confidentiality, in addition to any other right provided for herein, PAXIV reserves the right to compile statistical information regarding use of various features of this Site and PAXIV’s services, including the saved searches section. PAXIV also reserves the right for PAXIV and its contractors to access any portion of its services to perform customer support, product or system development, routine security inspections, to protect against unauthorized use of our products or services, to respond to legal process, or if otherwise required to do so by law.

Submitted Content

This Product may include opportunities for users to submit information, data, text, photographs, images, graphics, messages, links, expressions of ideas and other content to the Product, for it to be publicly displayed on the Product, used by PAXIV in connection with researching real estate activity, or for some other purpose (“Submitted Content”). PAXIV acknowledges that if you provide PAXIV with any information or images, then you retain any applicable ownership rights that you may have with respect to such information and images. However, you understand that all such Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that you, and not PAXIV, are entirely responsible for all such content that you upload, post, e-mail or otherwise transmit to or via the Product. PAXIV is under no obligation to post or use any such Submitted Content you may provide and may remove any such content at any time in PAXIV’s sole discretion.

You agree that PAXIV may adjust portions of the Information contained within the Product. Any such adjustment will have no material impact on the meaning and interpretation of the Information, but will serve as a means of uniquely identifying the Information as having been supplied to you. You accept that this is a legitimate and lawful security precaution on the part of PAXIV, and accept further that in the event that any third party has access to Information that can be identified as having your unique adjustments a prima facie breach of security and of these Terms of Use on your part may be assumed by PAXIV.

With respect to all Submitted Content you elect to upload, post, e-mail or otherwise transmit to or via the Product, you grant PAXIV and its licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that PAXIV may preserve any such content and may also disclose such content in its discretion. The foregoing license is without restrictions of any kind and without payment due from PAXIV.

You also hereby forever waive and agree never to assert any and all Moral Rights you may have in or with respect to any Submitted Content. “Moral Rights” means any so-called “moral rights” or “droit moraux” or any similar right which you may have in any Submitted Content, existing under judicial or statutory law of any country in the world, or under any treaty. For greater certainty, these so-called “moral rights” or “droits moraux” shall not include the so-called “paternal right”.

You represent and warrant that:

• (a) you own or have the full right, power and authority to grant to PAXIV use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to or via the Product
• (b) your license of such content to PAXIV hereunder does not, and the use or license of such content by PAXIV to third parties will not, infringe any right or interest owned or possessed by any third party
• (c) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such content
• (d) all content submitted by you is complete and accurate and will be updated by you within 30 days of any change

You acknowledge and agree that your submitting Submitted Content to the Site does not create any new or alter any existing relationships between you and PAXIV.

PAXIV has no obligation to monitor or screen Submitted Content and is not responsible for Submitted Content. However, PAXIV reserves the right, in its sole discretion, to monitor Submitted Content, edit Submitted Content or delete Submitted Content at any time for any reason or no reason.

PAXIV Data Analysis

You own the data you submit to PAXIV. What’s yours stays yours, and you can do anything you want with your data. If you are a commercial real estate owner, investor, or property manager, as long as you are a client, PAXIV will always provide you access to your information at your request. And if you are a firm that owns, invests in, brokers, or manages commercial real estate, as long as you are a client, we will also always provide you with access to the data submitted by your users at your request.

PAXIV will protect the data you submit and will treat it confidentially. This means that third parties cannot see the data collected in PAXIV unless authorized by you.

When you upload lease information to PAXIV, you grant PAXIV permission to aggregate that information, identify trends and disclose those trends within analyses or reports we may provide to our customers. Any such analysis or report, unless authorized by you, will not include the owner details of any submitted data and will not otherwise disclose information sufficient to identify specific data you submit. We will apply a “Rule of 3”. This means that PAXIV will only disclose aggregated lease data based on information taken from 3 or more properties, involving at least 3 different properties. For example, a report provided by PAXIV analyzing effective rents in Dallas, Texas would include aggregated effective rent information taken from a minimum of 3 properties, and the report would never disclose the specific details of the property you submitted. In the event that you submit any personal information to PAXIV, you hereby represent and warrant that you have all consents necessary to share such information.

PAXIV Data

Any data or other research on or through PAXIV relies on data submitted by its users or third party providers and you acknowledge that it is only as accurate as the data provided by PAXIV users and third parties and PAXIV does not warrant the accuracy of said data. You will verify the data yourself before relying on any information derived from PAXIV.

Map Data

Certain map data, including public transportation information, is other parties, and is used with permission.

Links; Framing

You may provide a hyperlink to the home page of this Site, which is www.PAXIV.com, provided that you must remove any such link upon request from PAXIV. Except as set forth in the preceding sentence, or as otherwise authorized by PAXIV in writing, links to and the framing of this Product or any of its Content is prohibited.

For your convenience, the Product may include links to other sites, some of them owned and operated by PAXIV and some of them owned and operated by third parties. Under no circumstances shall PAXIV be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any web site that links to this Site, or is linked to from this Site, or any service or product that may be offered through such web sites. PAXIV has not necessarily reviewed any or all of the content of such other web sites, does not guarantee the accuracy or timeliness of such sites, and disclaims responsibility for the content and services available therein. Different terms and conditions may apply to your use of any linked sites. It is your responsibility to review any such terms and conditions in connection with your use of any such sites. Any issues or disputes that may arise with respect to any such sites shall solely be between you and the applicable third party.

Information Regarding Accuracy, Completeness and Timeliness of Information in the Product

The Product is provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance upon the Product shall be at your own risk. Neither we, nor any third party involved in creating, producing or delivering the Product, is responsible if the Product is not accurate, complete or current. Neither we, nor any third party involved in creating, producing or delivering the Product, has any responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the Product.

No Warranties

ALTHOUGH PAXIV ATTEMPTS TO PROVIDE AN ACCURATE PRODUCT, THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. PAXIV (INCLUDING ITS AFFILIATES), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “PAXIV PARTIES”) CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT:

• (I) THE PRODUCT WILL ALWAYS BE ACCURATE, COMPLETE, CURRENT, OR TIMELY
• (II) THE OPERATION OF, OR YOUR ACCESS TO, PRODUCT THROUGH THE SITE WILL ALWAYS BE UNINTERRUPTED OR ERROR-FREE
• (III) DEFECTS OR ERRORS IN THE SITE OR THE PRODUCT, BE THEY HUMAN OR COMPUTER ERRORS, WILL BE CORRECTED

THE PAXIV PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION:

• (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS
• (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT
• (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE
• (4) THE PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY PAXIV PARTY
• (5) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE

BY VIEWING, USING OR ACCESSING THE PRODUCT, INCLUDING BY USING ANY TOOL, FORM OR AGREEMENT PROVIDED ON THE SITE, OR BY UPLOADING ANY OTHER FORM OR AGREEMENT TO THE SITE, YOU: (I) ACKNOWLEDGE THAT PAXIV IS NOT A PARTY TO THE TRANSACTION CONTEMPLATED BY SUCH FORM OR AGREEMENT; (II) AGREE THAT THESE TERMS OF USE, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION SET FORTH IN THESE TERMS OF USE APPLY TO SUCH TOOLS, FORMS AND AGREEMENTS AND YOUR USE THEREOF; AND (III) ACKNOWLEDGE THAT PAXIV PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUFFICIENCY, LEGAL EFFECT OR ENFORCEABILITY OF ANY SUCH TOOLS, FORMS AND AGREEMENTS AND BY YOUR USE OF THE SAME YOU CONFIRM THAT YOU HAVE MADE YOUR OWN INDEPENDENT ANALYSIS OF THE SUFFICIENCY, LEGAL EFFECT AND ENFORCEABILITY OF ANY SUCH TOOLS, FORMS AND AGREEMENTS WITHOUT RELIANCE UPON PAXIV OR PAXIV PARTIES. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT PAXIV PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUFFICIENCY, LEGAL EFFECT OR ENFORCEABILITY OF ANY ELECTRONIC SIGNATURES INCLUDING, WITHOUT LIMITATION, WHAT LAW MAY GOVERN ANY SUCH ELECTRONIC SIGNATURES AND YOU CONFIRM THAT YOU HAVE MADE YOUR OWN INDEPENDENT ANALYSIS OF THE SUFFICIENCY, LEGAL EFFECT, GOVERNING LAW AND ENFORCEABILITY OF ANY SUCH ELECTRONIC SIGNATURES.

ANY RELIANCE UPON THE PRODUCT IS AT YOUR OWN RISK.

PAXIV RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PRODUCT OR ANY FEATURE OR PART THEREOF AT ANY TIME.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE PAXIV PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT.

IF YOU DOWNLOAD ANY CONTENT FROM THIS PRODUCT, YOU DO SO AT YOUR OWN DISCRETION AND RISK. NONE OF THE PAXIV PARTIES SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM, RELATING TO OR RESULTING FROM THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE PAXIV PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO PAXIV UNDER THE RELEVANT LICENSE AGREEMENT BETWEEN THE RELEVANT PAXIV CLIENT AND PAXIV DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR THE PAXIV CLIENT OR ANY OTHER PARTY FOR ANY APPLICABLE DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE PAXIV PARTIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, BASED ON, OR RESULTING FROM, OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF PAXIV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.

NONE OF THE PAXIV PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND PAXIV’S CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT.

BY USING THE PRODUCT, YOU WAIVE AND RELEASE ALL OF THE PAXIV PARTIES FROM ANY AND ALL LIABILITY OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH YOU MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY OF THE PAXIV PARTIES BY REASON OF OR ARISING OUT OF THE PRODUCT OR YOUR USE THEREOF. THE WAIVERS AND RELEASES SET FORTH IN THESE TERMS OF USE INCLUDE CLAIMS OF WHICH YOU ARE PRESENTLY UNAWARE OR WHICH YOU DO NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY YOU, WOULD MATERIALLY AFFECT YOUR WAIVER AND RELEASE SET FORTH ABOVE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU SPECIFICALLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE PAXIV PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PAXIV AND YOU. THE PRODUCT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PAXIV THROUGH THE PRODUCT CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

User Data

If you create any settings, saved searches, fields or functions in the Product or input, add or export any data into or from the Product (collectively, the “User Data”), none of the PAXIV Parties shall have any liability or responsibility for any of such User Data, including the loss, destruction or use by third parties of such User Data. It is your responsibility to make back-up copies of such User Data.

Your Liability

If you cause a technical disruption of the Product, you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys’ fees, fines, and costs of enforcement) arising from or related to that disruption. Upon your breach of any term of these Terms of Use or a separate License Agreement, PAXIV’s remedies shall include any damages and relief available at law or in equity as well as interruption and/or termination of your access to the Product or any portion thereof and permanent deletion or destruction of all portions of the Product within your possession, custody or control. If PAXIV retains any third party to obtain any remedy to which it is entitled under these Terms of Use or a separate License Agreement, PAXIV shall be entitled to recover all costs, including attorney’s fees or collection agency commissions, PAXIV incurs.

Indemnity

You agree to indemnify, defend, and hold harmless the PAXIV Parties from and against any third party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys’ fees), arising out of or relating to your (and your users’) Submitted Content, use or misuse of any portion of the Product, or your violation of these Terms of Use or a separate License Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim or demand. PAXIV and any third party involved in creating, producing, or delivering the Product reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of PAXIV and any such third party.

Privacy

PAXIV is committed to respecting the privacy of your personal information in connection with your use of this Site. We take great care to keep your personal information confidential and secure. However, the Internet is not a totally secure medium of communication. For this reason, we cannot guarantee the privacy of any information you input on this site, send to us, or request be delivered to you on the Internet. PAXIV will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information.

Use of the Product is subject to PAXIV’s Privacy Notice, located at www.PAXIV.com, which is hereby incorporated into, and made part of, these Terms of Use. PAXIV reserves the right, and you authorize us, to use the Product and any and all other personal information provided by you in any manner consistent with our Privacy Notice.

PAXIV may send to you and your employees, communications, including, but not limited to, email communications about new features or products, available real estate listings, product feedback and other marketing content, which you may unsubscribe from at any time. PAXIV prohibits the use of our system or its tools to generate or send unsolicited commercial communication or any commercial communication that would violate the anti-spam law or regulation (a “law”) of any country (“spam”). You may not use the PAXIV’s communication services that PAXIV offers or supports to send spam or otherwise send content that would violate these Terms and Conditions including any applicable spam law.

By using PAXIV’s communication services, you agree to send communication only to those who have given you, and you have, consent to send the communication or to those who you are otherwise permitted under applicable law to send such communication, the communication will contain all of the information such as a link to your privacy policy and a functioning unsubscribe mechanism required by law, and you will have a functioning unsubscribe mechanism and you will give effect to any request to unsubscribe from receiving future commercial emails, as required by law. PAXIV has the right, but not the obligation, to revoke the privileges of any party who breaches these terms. Subscription to PAXIV indicates your willingness to receive communication from other PAXIV Authorized users.

By using PAXIV’s services and agreeing to these terms of use, you consent to the recording of your telephone or other communications with PAXIV representatives, including research, customer service and sales personnel, for training, quality assurance and archival purposes.

Global Privacy

If you are a PAXIV user located in the European Economic Area, Switzerland or United Kingdom and PAXIV processes personal data on your behalf (e.g., if you send emails to contacts through the PAXIV platform for certain products or features), then the Data Processing Addendum shall apply to all such processing undertaken by PAXIV on your behalf.

Trademarks

The Product employs various trademarks and service marks of PAXIV and of other third parties. All of these trademarks and service marks are the property of their respective owners. You agree not to use or display them in any manner without the prior written permission of the applicable trademark owner.

Procedure for Making Notification of Claims of Copyright Infringement

PAXIV respects the intellectual property of others, and we ask those posting or transmitting any content to or through this Site to respect copyright law. It is the policy of PAXIV to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use this Product by individuals or entities that repeatedly submit infringing content in violation of these Terms of Use. If you believe that your work has been copied and is available on this Site or our other online services in a way that constitutes copyright infringement, you may notify PAXIV according to the notice requirements of the Digital Millennium Copyright Act and any other applicable law. Pursuant to 17 U.S.C. Section 512, PAXIV’s DMCA registered agent can be reached as follows: by mail to Legal Department (attn: General Counsel), PAXIV, LLC, 35 South 100 East, American Fork, Utah 84003; by e-mail to copyright@PAXIV.com.

Ownership

You acknowledge that PAXIV and its licensors have and shall retain exclusive ownership of all proprietary rights in or to the Product, including all Canadian and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of the Product except the right to use the Product as set forth in these Terms of Use and, if you are a PAXIV Client, your License Agreement. You acknowledge that the Software, Database, Content, Information, Passcode Protected Product, Non-Passcode Protected Product, and Product constitute the valuable property and confidential copyrighted information of PAXIV and its licensors (collectively, the “Proprietary Information”).

You agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge PAXIV’s and its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure or rights management information included in the Product. You shall be liable for any violation of the provisions of these Terms of Use and, if applicable, the License Agreement by your employees, Independent Contractors, affiliates and agents and for any unauthorized use of the Product by such persons. Nothing in these Terms of Use will restrict PAXIV from freely using for any purpose, without compensation, any of your ideas, suggestions, enhancements or other feedback relating to the Licensed Product or new PAXIV products, features or tools, or any portion thereof.

NOTICE — U.S. Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States

This Site contains commercial technical data and computer software that have been privately developed and are normally vended commercially under a license or lease agreement restricting their use, disclosure and reproduction. In accordance with FAR 12.211, 12.212, 27.405(b)(2) and 52.227-19 and DFARS 227.7202, 227.7102 and 252.227-7015, as well as other applicable supplemental agency regulations, use, reproduction, disclosure and dissemination of this commercial technical data and computer software are governed strictly in accordance with PAXIV’s commercial license agreements, including these Terms of Use.

Export Restrictions

You may not export or re-export any portion of the Product except in full compliance with all applicable laws and regulations, this Terms of Use, and, if applicable, the associated License Agreement. In particular, no portion of the Product may be exported or re-exported in violation of the sanctions, export control laws and regulations of any applicable country, or exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.

Sweepstakes

From time to time, PAXIV conducts sweepstakes that entitle the winners to prizes. Each sweepstakes has its own terms and conditions, set forth in the “official rules” for that sweepstakes.

Jurisdiction

PAXIV is headquartered in the State of Utah of the United States. These Terms of Use and your use of this Product shall be governed by the laws of the State of Utah without regard to its conflicts of laws principles. Unless otherwise agreed to in writing, the federal and state courts located in the State of Utah shall be the exclusive jurisdiction for any action brought against PAXIV in connection with these Terms of Use or use of the Product. You irrevocably consent to the jurisdiction and venue of the federal and state courts located in the State of Utah, and to the jurisdiction of the federal, provincial and/or state courts located in any State or Province where you are located, for any action brought against you in connection with these Terms of Use or use of the Product. All disputes arising outside of the United States shall be settled by arbitration held in the State of Utah and in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce.

All arbitrators shall be fluent in English and all documents submitted in connection with the arbitration shall be in English. Judgment upon an arbitration award may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement. If any material in this Product, or your use of the Product, is contrary to the laws of the place where you are when you access it, or if PAXIV is not Licensed as required by applicable laws or regulations in such locale, the Product is not intended for you, and we ask you not to use the Product. You are responsible for informing yourself of, and complying with, the laws of your jurisdiction.

Modifications to Product; Changes to these Terms

Regardless of any other provision herein, PAXIV is continuously updating and changing the Product, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice. You agree that PAXIV shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Product (or any part thereof). Additionally, we reserve the right, in our complete and sole discretion, to change these Terms of Use at any time by posting revised terms on the Product. It is your responsibility to check periodically for any changes we may make to the Product and these Terms of Use. Your continued use of this Product following the posting of changes to these terms or other policies means you accept the changes.

Dispute Resolution; Binding Arbitration; Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms of Use, the Product, or the breach, termination, enforcement, interpretation, or validity thereof (“Dispute”) shall be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, except that either party may bring claims in small claims court if the claims qualify. The arbitration shall be conducted in Salt Lake County, Utah, or, at the election of the party seeking relief, by video conference. The arbitrator shall have exclusive authority to resolve any Dispute, including any claim that all or any part of these Terms of Use are void or voidable. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER: YOU AND PAXIV AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.

Artificial Intelligence Disclosure

PAXIV’s platform uses artificial intelligence and machine learning technologies, including large language models, to generate certain outputs such as due diligence reports, parcel summaries, zoning analyses, and search results (collectively, “AI-Generated Content”). You acknowledge and agree that: (1) AI-Generated Content is provided for informational purposes only and does not constitute legal, financial, tax, investment, or professional real estate advice; (2) AI-Generated Content may contain errors, omissions, or inaccuracies, and PAXIV makes no representations or warranties regarding its accuracy, completeness, or fitness for any particular purpose; (3) you should independently verify all AI-Generated Content before relying on it for any business decision or transaction; and (4) no AI-Generated Content creates any attorney-client, advisor-client, fiduciary, or other professional relationship between you and PAXIV.

Data Security and Breach Notification

PAXIV implements reasonable administrative, technical, and physical safeguards designed to protect your personal information against unauthorized access, disclosure, alteration, or destruction. In the event PAXIV discovers a security breach that compromises personal information, PAXIV will notify affected users and take remediation steps consistent with applicable law, including the Utah Protection of Personal Information Act (Utah Code § 13-44) and other applicable state and federal breach notification laws. Notification will be provided to affected individuals without unreasonable delay and, where required by law, to applicable regulatory authorities. You are responsible for maintaining the security of your own login credentials and notifying PAXIV promptly at accountsecurity@PAXIV.com of any suspected unauthorized access to your account.

Termination

The restrictions imposed on you with respect to information or materials viewed and/or downloaded in respect of the Product and the disclaimers, indemnities, waivers, releases and limitations of liabilities set forth above shall survive termination or suspension of these Terms of Use for any reason.

Miscellaneous

These Terms of Use contain the entire understanding of the parties with respect to the Product and supersede any prior oral or written statements and documents with respect to such subject matter, provided that these Terms of Use do not supersede any written License Agreement between the parties. Your obligations hereunder are binding on your successors, legal representatives and assigns. You may not assign or transfer (by operation of law or otherwise) these Terms of Use or any portion hereunder, in whole or in part, without the prior written consent of PAXIV. In the event any portion of these Terms of Use not being of a fundamental nature is held to be invalid, illegal or unenforceable, such part shall be deemed severed from these Terms of Use without invalidating the remaining provisions of these Terms of Use or affecting the enforceability of such remaining provisions. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision. Any consent by PAXIV to, or waiver of, a breach of a right, term or provision of these Terms of Use, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach. Headings are for reference only. The use of and access to the Product is available only to individuals who can enter into legally binding contracts under applicable law. All notices to PAXIV pertaining to these Terms of Use will be in writing, mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight United States, Canadian or other international carrier, delivered to PAXIV, LLC, 35 South 100 East, American Fork, Utah 84003, attention: General Counsel.

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