PLEASE READ THIS END USER LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE CLICKING THE "ACCEPT" BUTTON OR USING THE APPRAISAL VISION PLATFORM (THE "PLATFORM") ACCOMPANYING THIS LICENSE. BY CLICKING THE "ACCEPT" BUTTON OR USING THE PLATFORM, YOU ARE ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT CLICK THE "ACCEPT" BUTTON OR USE THE PLATFORM.
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this License and will indicate at the top of this page the date this License was last revised. Your continued use of the Platform after any such changes constitutes your acceptance of the new License. If you do not agree to abide by this or any future License, DO NOT CONCLUDE THIS AGREEMENT, AND DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE PLATFORM OR DATA, OR OTHERWISE USE ANY THEORIS SERVICE. It is your responsibility to regularly check to determine if there have been changes to this License and to review such changes.
1. General. The Platform is licensed, not sold, to You by Theoris Software, LLC ("Theoris") for use strictly in accordance with the terms and conditions of this License. The term "Platform" shall refer to and consist of the following: (i) the software platform accompanying this License, including, without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and other components; (ii) data accessible through the Platform (the "Data"); and (iii) any updates, modifications or enhancements to the items listed in subsections (i) and (ii).
2. License Grant; Restrictions on Use; Other.
2.1 License Grant. Theoris grants You a revocable, non-exclusive, non-transferable, limited right to access and use the Platform strictly in accordance with the terms and conditions of this License. You may use the Platform solely in connection with authorized Theoris servers. You may install, run, execute all or part of any third party software only as a component of the Platform and only for use with devices produced, manufactured, distributed, or sold by the applicable third party.
2.2 Restrictions on Use. You shall use the Platform strictly in accordance with the terms of this License, and shall not:
(i) copy, modify or create derivative works or improvements of the Platform or Data;
(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform or Data to any party such as in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;
(iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform or Data, in whole or in part;
(iv) bypass or breach any security device or protection used by the Platform or Data or access or use the Platform or Data other than by an authorized user through the use of his or her own then valid access credentials;
(v) input, upload, transmit or otherwise provide to or through the Platform, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code;
(vi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform or Data;
(vii) remove, delete, alter or obscure any trademarks, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform, Data, any reports or summaries, or any copy thereof;
(viii) access or use the Platform or Data in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Platform User), or that violates any Applicable Law;
(ix) access or use the Platform or Data for purposes of competitive analysis of the Platform or Data, the development, provision or use of a competing software service or product or any other purpose that is to Theoris' detriment or commercial disadvantage; or
(x) otherwise access or use the Platform beyond the scope of the authorization granted under Section 2.
3. Intellectual Property Rights.
3.1 Rights to Platform. You acknowledge and agree that the Platform, the Data, and all copyrights, patents, trademarks, trade secrets, and other proprietary and intellectual property rights associated therewith are, and shall remain, the property of Theoris or its suppliers (to the extent third party products are contained therein). Furthermore, You acknowledge and agree that the source and object code of the Platform and the format, directories, queries, algorithms, structure and organization of the Platform are the intellectual property and proprietary and confidential information of Theoris and its affiliates, licensors and suppliers. Except as expressly stated in this License, You are not granted any intellectual property rights in or to the Platform by implication, estoppel or other legal theory, and all rights in and to the Platform not expressly granted in this License are hereby reserved and retained by Theoris.
3.2 Third Party Software. The Platform may utilize or include third party software that is subject to open source and third party license terms ("Third Party Software"). You acknowledge and agree that Your right to use such Third Party Software as part of the Platform is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this License and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to Your use of the relevant Third Party Software. In no event, shall the Platform or components thereof be deemed to be "open source" or "publicly available" software.
3.3 Theoris' Marks. You are not authorized to use the trademarks of Theoris or its affiliates in any advertising, publicity or in any other commercial manner without the prior written consent of Theoris, which may be withheld for any or no reason.
4. Restriction on Transfer. You may not rent, lease, lend, sublicense or transfer the Platform, this License or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect.
5. Use of Information. You hereby authorize and consent to the collection, storage and use, by Theoris and its affiliates, partners and agents, of any information and data related to or derived from Your use of the Platform, and any information or data that You provide to Theoris and its affiliates, partners and licensors ("Information"). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and data, in an aggregate (not user level) form: user location, search requests, search results, patterns, data and suggestions based on user actions drawn from the Platform or the devices and browsers through which the Platform is accessed. The Information will be treated as being non-confidential and nonproprietary, and Theoris assumes no obligation to protect confidential or proprietary information (other than personally identifiable information) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Theoris and its affiliates will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information.
6. Third Party Products.
6.1 General. You acknowledge that the Platform may permit access to products, services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors and other third parties ("Third Party Products").
6.2 Disclaimer. You acknowledge that Theoris does not investigate, monitor, represent or endorse the Third Party Products. Furthermore, Your access to and use of the Third Party Products is at Your sole discretion and risk, and Theoris and its affiliates, partners, suppliers and licensors shall have no liability to You arising out of or in connection with Your access to and use of the Third Party Products. Theoris and its affiliates hereby disclaim any representation, warranty or guaranty regarding the Third Party Products, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third Party Products. OTHER THAN WARRANTIES PROVIDED UNDER THE APPLICABLE THIRD PARTY PRODUCT AGREEMENTS, THIRD PARTY PRODUCTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTIES FROM THEORIS OF ANY KIND, EXPRESS OR IMPLIED, AND THEORIS EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. YOU ACKNOWLEDGE THAT THEORIS HAS NO LIABILITY, DIRECT OR INDIRECT AND REGARDLESS OF THE THEORY OF LAW, FOR ANY THIRD PARTY PRODUCT.
6.3 Third Party Terms of Service. You acknowledge and agree that Your access to and use of the Third Party Products and any correspondence or business dealings between You and any third party located using the Platform are governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. Furthermore, You acknowledge and agree that the Third Party Products and any related third party terms of service are subject to change by the applicable third party at its sole discretion and without any notice. You assume all risks arising out of or resulting from your transaction of business over the Internet and with any third party, and you agree that Theoris and its affiliates, partners, suppliers and licensors are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, You acknowledge and agree that Theoris is not granting You a license to (i) the Third Party Products; (ii) any products, services, processes or technology described in or offered by the Third Party Products; or (iii) any copyright, trademark, patent or other intellectual property right in the Third Party Content or Services or any products, services, processes or technology described or offered therein.
6.4 Endorsements. You acknowledge and agree that the provision of access to Third Party Products shall not constitute or imply any endorsement by Theoris or its affiliates of such Third Party Products. Theoris reserves the right to restrict or deny access to any Third Party Products otherwise accessible through the Platform, although Theoris has no obligation to restrict or deny access even if requested by You.
6.5 Use of Third Party Products. You agree that the Third Party Products contain proprietary information and material that is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third Party Products. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third Party Products, in any manner not authorized by the applicable third party, and You shall not exploit the Third Party Products in any manner not authorized by the applicable third party . You agree that You will not use any Third Party Products in a manner that would infringe or violate the rights of any other party, and that Theoris is not in any way responsible for any such use by You.
7. Term and Termination.
7.1 Term. This License shall be effective until terminated.
7.2 Termination. Theoris may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this License and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms and conditions of this License, then this License and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by Theoris. Upon the termination of this License, You shall cease all use of the Platform.
8. Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM AND DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE PLATFORM, DATA, AND ANY THIRD PARTY PRODUCTS ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. THEORIS AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES REGARDING THE PLATFORM AND THIRD PARTY PRODUCTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, THEORIS AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE PLATFORM, DATA, OR THIRD PARTY PRODUCTS WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM, DATA, OR THIRD PARTY PRODUCTS WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE PLATFORM, DATA, OR THIRD PARTY PRODUCTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THEORIS OR ITS AFFILIATES OR FROM THE PLATFORM SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTEE. FURTHERMORE, YOU ACKNOWLEDGE THAT NEITHER THEORIS NOR ITS AFFILIATES HAVE ANY OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE PLATFORM OR DATA.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THEORIS OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM, DATA, AND/OR ANY THIRD PARTY PRODUCTS, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THEORIS OR ITS AFFILIATES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THEORIS AND ITS AFFILIATES TOTAL AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Indemnification. You shall indemnify, defend and hold harmless Theoris, its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of the Platform or Third Party Products; (ii) Your breach of this License; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party, including the infringement by You of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any expiration or termination of the License.
11. Compatibility. Theoris does not warrant that the Platform will be compatible or interoperable with any hardware, software, equipment or device. Furthermore, You acknowledge that compatibility and interoperability problems can cause the performance of such hardware, software, equipment, and/or devices to diminish or fail completely, and may result in permanent damage, loss of the data, and corruption of the software and files. You acknowledge and agree that Theoris and its affiliates, partners, suppliers and licensors shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
12. Product Claims. You acknowledge that You (not Theoris) are responsible for addressing any third party claims relating to Your use of the Platform, and agree to notify Theoris of any third party claims relating to the Platform of which You become aware. Furthermore, You hereby release Theoris and its affiliates from any liability resulting from Your use of the Platform, including, without limitation, the following: (i) any product liability claims; (ii) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection or similar legislation.
13.1 Governing Law. This License shall be governed and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws provisions. The parties agree that exclusive jurisdiction for any dispute arising under or related to this License shall be with the appropriate state or federal court in Indianapolis, Indiana and each party consents to the jurisdiction of such court in any action or proceeding and waives any objection to such venue. TO THE FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR CONSIDERATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS LICENSE. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13.2 Severability. If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.
13.3 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this License shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
13.4 Export Control. You may not use or otherwise export or re-export the Platform except as authorized by United States law and the laws of the jurisdiction(s) in which the Platform was obtained. You represent and warrant that You are not (x) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, or (y) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. You also agree that You will not use the Platform for any purposes prohibited by applicable law.
13.5 Modification or Amendment. Theoris may modify or amend the terms of this License by including such modifications or amendments at the log-in screen of the Platform. You will be deemed to have agreed to any such modification or amendment by Your accepting the new terms and continuing to use the Platform following the date.
13.6 Survival. The following sections of this License and any other provisions of this License which by their express language or by their context are intended to survive the termination of this License shall survive such termination: 1, 2.2, 3, 4, 5, 7, 8, 9, 10, 12 and 13.
13.7 Assignment. You shall not assign this License or any rights or obligations herein without the prior written consent of Theoris and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. This License shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
13.8 Entire Agreement. This License including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Platform licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
13.9 Notices. Any notices required or permitted hereunder shall be deemed to have been given if in writing and delivered personally, sent by overnight delivery or by first class, registered, or certified mail, postage prepaid and addressed to the receiving party at its address set forth above (or to such other address as may be notified from one party to the other following the same notice procedures). Licensee shall send a copy of all such notices to the following: Theoris Software, LLC, Attn: CFO, 360 Central Ave, Suite 800, St. Petersburg, FL 33701.
14. Copyright Notice. The Platform is Copyright © Theoris Software, LLC 2019. All rights reserved.