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JLSconnect™ USER AGREEMENT By accessing, viewing, or otherwise using JLSconnect or any webpage or feature available through JLSconnect (“JLSconnect” or the “Service”), you hereby enter into a legally binding agreement with John L. Scott, Inc., a Washington corporation with principal offices at 1700 NW Gilman Blvd., Ste 305, Issaquah, Washington 98027 (“JLS” or “we”) based on the terms of this User Agreement (“Agreement”). By agreeing to the terms of this Agreement, you also become a JLSconnect user (“User”). If you do not want to become a User and do not want to be bound by this Agreement, do not access, view or otherwise use or access any JLSconnect webpage or information provided as part thereof. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions. 1. Your Obligations Comply with applicable laws and this Agreement: You must comply with all applicable laws, this Agreement, as it may be amended from time to time by JLS, including, without limitation, the following: · DOs and DON’Ts · Notice and Take-Down Procedure Terms for Complaints re. Copyright Infringement and Content · Other Notices from JLS · The JLS Privacy Policy License and Warranty: You do not have to submit anything to JLSconnect, but if you choose to submit something (including any User generated content, ideas, concepts, techniques and data), you grant a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty free right to JLS to copy, prepare derivative works of, improve, distribute, publish, remove, display, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to JLS, without any further consent, notice and/or compensation to you or to any third parties. By making a submission to JLSconnect, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. JLS exercises no control over any content you or other Users submit while using JLSconnect. JLS does not intend to nor does it have any obligation to verify the identity of any Users when they are connected to the Service or to supervise the content which may be provided by Users. Our current practices related to personally identifiable information collected through the use of any part of www.johnlscott.com , including JLSconnect, is described in our Privacy Policy and we may update our policies and practices from time to time at our sole discretion. Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform JLS. JLSconnect is a social networking site where Users share information with others. As such, you should determine and decide for yourself, the extent to which you wish to reveal information about yourself or a property in which you may be interested in purchasing to someone who has been invited to participate in a home search. You agree not to communicate to JLSconnect and its Users any information the dissemination of which could be harmful to you or any other person. Service Eligibility. You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from JLSconnect; (c) are not a direct competitor of JLS or any JLS Affiliate; (d) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. In addition, you must provide all equipment and software necessary to connect to JLSconnect including, without limitation, if the Service contains a mobile element, a mobile hand set or other mobile access device that is in working order and suitable for use in connection with the Service and to use any part of the Service. Indemnification of JLS: You agree to indemnify and hold JLS harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by or arising from (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (b) any content you submit to JLSconnect or (c) any activity in which you engage on or through the JLSconnect. Observations and Comments: JLSconnect provides Users the ability to post observations and comments related to a User’s home search. JLSconnect does not represent nor can it guarantee that other Users will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. Neither JLS nor any JLS Affiliate is responsible for a User’s misuse or misappropriation of any content or information you may post to JLSconnect. Privacy: You should carefully read our full Privacy Policy before deciding to become a User of JLSconnect. Please note that certain information, statements, data and content which you may choose to provide might, or are likely to, reveal your gender, ethnic origin, nationality, religion and/or sexual orientation, and that you are providing all such information, statements, data and content in full acknowledgment thereof and under your sole responsibility. By providing such information to JLS, all of which is optional, you are hereby expressly giving your informed consent to the processing by JLS of such “sensitive” data. Export Control: Your use of JLSconnect, including its software, is subject to export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining any required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software. 1. Your Rights On the condition that you comply with all your obligations under this Agreement, JLS grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information that JLS provides on JLSconnect webpages as JLS intends such information to be used, and only in accordance with this Agreement and any specific terms of use that JLS make available to you. Any submission of information to JLSconnect is done at your own risk of loss. JLS grants you no other rights, express, implied or otherwise. 2. Our Rights and Obligations The purpose of JLSconnect is to provide a service to facilitate online communication between up to ten people related to a User’s home search. It is intended that Users only connect to other Users who they currently know and you should not invite any User to participate in your home search that you do not personally know and trust. You agree not to invite more than 10 people to participate in any home search. JLS may, in its discretion, reduce or increase the number of Users that may participate in a home search and may prohibit you from contacting other Users through use of the Services. Any other use of JLSconnect is strictly prohibited and is a violation of this Agreement. We allow you to access JLSconnect as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Service, partially or entirely, or to impose, charge and modify prices for JLSconnect. All of these changes shall be effective upon their posting on our site or by email communication to you. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in JLSconnect. JLS reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice. For avoidance of doubt, JLS has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. You acknowledge and agree that JLS may send you important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that JLS shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. You acknowledge, consent and agree that JLS may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of JLS, any JLS Affiliate, Users and the public. You are solely responsible for your interactions with other Users. JLSconnect reserves the right, but has no obligation, to monitor disputes between you and other Users and to terminate your account if JLSconnect determines, in its sole discretion, that doing so is prudent. 3. Disclaimer DO NOT RELY ON JLSCONNECT, ANY INFORMATION THEREIN, OR ITS CONTINUATION. JLS IS CURRENTLY PROVIDING JLSCONNECT FREE OF CHARGE TO USERS AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. JLS DOES NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, JLS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY JLSCONNECT OR ANYTHING RELATED TO JLSCONNECT, YOU MAY LEAVE JLSCONNECT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6 HEREOF AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. JLS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR OTHER INFORMATION SENT THROUGH JLSCONNECT TO ANYONE. IN ADDITION, JLS NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY. JLS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO JLSCONNECT, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF JLSCONNECT BY OTHER USERS; THEREFORE, JLS DECLINES ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. JLS DOES NOT GUARANTEE THAT JLSCONNECT WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF JLSCONNECT MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. JLS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, JLS DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF JLSCONNECT DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO INTERNET SERVICE PROVIDERS OR THE INTERNET GENERALLY, AND FOR ANY OTHER REASON UNRELATED TO JLSCONNECT. 4. Limitation of Liability JLS is currently providing the Service free of charge and neither JLS nor any of its subsidiaries, affiliated companies, employees, shareholders, directors or affiliated real estate licensees (collectively “JLS Affiliates”) shall be liable for any damages including, without limitation, any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, or any of the content or other materials on, accessed through or downloaded from JLSconnect even if JLSconnect is aware or has been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall: 1. apply regardless of whether you base your claim on contract, tort, statute or any other legal theory, JLS or any JLS Affiliate knew or should have known about the possibility of such damages, or the limited remedies provided herein fail of their essential purpose, and 2. not apply to any damage that JLS or any JLS Affiliate causes you intentionally and knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement. 1. Termination You may terminate this Agreement, for any or no cause, at any time, with notice to JLS which shall be effective upon JLSconnect processing such notice. JLS may terminate this Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. Termination of your JLSconnect account includes disabling your access to JLSconnect (including any content you submitted or others submitted) and may also bar you from any future use of JLSconnect. 2. Consequences of Termination Upon termination, you will lose access to JLSconnect. Otherwise, the terms of this Agreement shall survive any termination, except Section 3 hereof. 3. Applicable Law Choice of Law: This Agreement and any disputes with JLS or any JLS Affiliate arising out of or relating to this Agreement or the use of JLSconnect shall be governed by Washington law, excluding conflicts of law principles. 4. General Terms Severability: If any provision of this Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of this Agreement. Notices: We may notify you via postings on JLSconnect, and via email or any other communications means to contact information you provide to JLS. You may also notify JLS via email at helpdesk@johnlscott.com or via mail or courier to John L. Scott, Inc., Attn: Legal Department, 1700 NW Gilman Blvd., Ste 305, Issaquah, WA 98027 any notices that you provide without compliance with this Section on Notices shall have no legal effect. Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and JLS regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of this Agreement, effective upon posting on JLSconnect or notifying you otherwise. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time per Section 6 above. No informal waivers, agreements or representations: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by this Agreement, no representations, statements, consents, waivers or other acts or omissions by JLS shall be deemed legally binding on JLS, unless documented in a physical writing hand signed by a duly appointed officer of JLS. No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service. Beneficiaries: JLS Affiliates are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce this Agreement directly against you. Assignment and Delegation: You may not assign or delegate any rights or obligations under this Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially. Attorneys' Fees . In the event that any suit or other proceeding is instituted by either party to this Agreement arising out of or pertaining to this Agreement or the relationship of the parties, including but not limited to filing suit or requesting an arbitration, mediation, or other alternative dispute resolution process (collectively, "Proceedings"), and appeals and collateral actions relative to such a suit or Proceeding, the substantially prevailing party as determined by the court or in the Proceeding shall be entitled to recover its reasonable attorneys' fees and all costs and expenses incurred relative to such suit or Proceeding from the substantially non-prevailing party, in addition to such other relief as may be awarded. Waiver . The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by that party. No waiver shall be valid unless in writing and signed by the party against whom enforcement of the waiver is sought. 5. Complaints Regarding copyright infringement complaints, see our policies and procedures for Complaints regarding Copyright Infringement. With respect to content-related complaints, see our policies and procedures for Complaints Regarding Content . 6. JLSconnect User DOs & DON’Ts As an express condition to your accessing JLSconnect, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts: DO · comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements; · provide accurate information to JLS and update it as necessary; · review the Privacy Policy; and · review and comply with notices sent by JLS concerning JLSconnect. DON’T · interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; · promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; · use the Service as a forwarding service to another web site; · allow or facilitate the usage of the Service by others in such a way as to violate this Agreement; · take any steps to interfere with or in any manner compromise any of the Service’s security measures;
· use the Service for fraudulent purposes;
· harvest or collect any information about or regarding other Users, including, without limitation, any personal data or information;
· copy any content on the Service (other than as provided under United States copyright laws);
· attempt to decompile, reverse engineer, disassemble, modify, or hack the Service site or underlying software or source code, or to defeat or overcome any encryption and/or digital rights management technology implemented by JLS with respect to the Service and/or data transmitted, processed, or stored by JLS;
· utilize information, content or any data you view on and/or obtain from JLSconnect to provide any service that is competitive, in JLS’ sole discretion, with JLS;
· adapt, modify or create derivative works based on JLSconnect or technology underlying the Services, or other Users’ content, in whole or part;
· deep-link to the Service for any purpose, (i.e. including a link to a JLSconnect web page other than JLSconnect’s home page) unless expressly authorized in writing by JLS;
· use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the site; · access, via automated or manual means or processes, JLSconnect for purposes of monitoring its availability, performance or functionality or for any competitive purpose; · engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Service; · attempt to or actually access JLSconnect by any means other than through the interface provided by JLS; · remove any copyright, trademark or other proprietary rights notices contained in or on JLSconnect, including those of both JLSconnect or any of its licensors; · use any information obtained from JLSconnect to harass, abuse or harm another person;
· collect, use or transfer any information, including but not limited to, personally identifiable information obtained from JLSconnect except as expressly permitted in the User Agreement or the owner of such information may expressly permit;
· invite people with whom you have no prior relationship to join your home search;
· use or attempt to use another's account without authorization from the Company, or create a false identity on JLSconnect; · infringe or use JLS’ brands, logos and/or trademarks, including, without limitation, using the “John L. Scott” or “JLSconnect” in any business name, email, or URL or including JLS’ trademarks and logos on any website without authorization; · upload, post, email, transmit or otherwise make available or initiate any content that: o is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy (including any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable; o harms minors in any way; o infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; o contains software viruses 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; o falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; and/or o includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships. Claims Regarding Copyright Infringement Each User grants JLS a license to use the content supplied by each such User for the purposes of display and disclosure on JLSconnect. This license includes, without limitation, the right for JLS to reproduce, represent, adapt, translate, digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the content concerning each User (including information, pictures, descriptions, search criteria, etc.) over all or part of the Services and/or in any mailings of JLSconnect and in general through any electronic communication media (email, SMS, MMS, WAP, Internet, CD Rom or DVD). Each User expressly authorizes JLS to modify said content in order to conform to the interface or display requirements of the Service or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question. These rights are granted throughout the world and for the entire term of this Agreement. The User is prohibited from copying, reproducing or otherwise using the content relating to other Users of JLSconnect for any purpose other than for those purposes strictly related to use of JLSconnect for personal purposes. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. sec. 512, JLS has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide JLS’ Copyright Agent the following information: - An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
JLS’ Copyright Agent for Notice of claims of copyright infringement can be reached as follows: by e-mail at helpdesk@johnlscott.com or by mail to: John L. Scott, Inc.
ATTN: General Counsel
1700 NW Gilman Blvd., Ste 305
Issaquah, WA 98027, USA Upon receipt of the written notification containing the information as outlined in 1 through 6 above: - JLS may remove or disable access to the material that is alleged to be infringing;
- JLS may forward the written notification to such alleged infringer; and
- JLS may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
Counter-Notification: If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file a Counter-Notification in Response to Claim of Copyright Infringement with JLS’ Copyright Agent. To be effective, a Counter-Notification must be a written communication provided to the JLS’ Copyright Agent for Notice that includes the following information: - A physical or electronic signature of the alleged infringer;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which JLSconnect Corporation may be found, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4 above: - JLS may promptly provide you with a copy of the Counter-Notification;
- JLS may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and
- JLS may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-Notification, provided JLS’ Copyright Agent for Notice has not received notice from you that an action has been filed seeking a court order to restrain a User from engaging in infringing activity relating to the material on JLSconnect.
You may want to seek the advice of independent legal counsel before filing a notification or counter-notification. Notice and Procedure for Making Complaints Regarding Content To notify JLS of Content that infringes your rights (other than copyright violations) is otherwise unlawful (“Specified Content”), you must send a notice to the JLS Content Complaint Department by mail, e-mail, or fax, and provide the following information: · Your name, address, telephone number, and e-mail address; · A description of the Specified Content that your claim either infringes your rights or is otherwise unlawful, specifying which parts of it you believe infringe your rights, or are unlawful, and which parts you believe should be removed; · A description of the exact location of the Specified Content on the JLSconnect; · (In the event you believe that the Specified Content infringes your rights): A statement specifying in detail the rights you assert, and why the Specified Content infringes them; · (In the event you believe that the Specified Content is otherwise unlawful): A statement specifying in detail which laws you believe are being breached, and why the Specified Content does so; · A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are damaged by the Specified Content or authorized to act on such person’s behalf; and · Your electronic or physical signature (as appropriate). When JLS receive a notice that complies with the above requirements, JLS will evaluate the information you provided (including, if appropriate, forwarding the notice to, or otherwise contacting the source of the Specified Content), and if appropriate in our judgment, remove or disable access to the Specified Content. In such case, JLS may notify the source of the Specified Content of your complaint and our action taken. In some cases, if the source of the Specified Content provides JLS with information indicating that the Specified Content has been removed wrongly, JLS may reinstate the Specified Content. Our take-down and re-instatement procedures are and remain at our sole discretion. You may want to seek the advice of independent legal counsel before filing a notice or responding to a notice filed by someone else. JLS Content Complaint Department Contact information for JLS Content Complaint Department is as follows: E-Mail: helpdesk@johnlscott.com Mail:
John L. Scott, Inc.
ATTN: General Counsel
1700 NW Gilman Blvd., Ste 305
Issaquah, WA 98027, USA Revision Date: June 1, 2009
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