COPYRIGHT AND PROPRIETARY RIGHTS
REDI and all software used in connection with REDI are our property or the property of our suppliers, sponsors, licensors or affiliates, and are protected by United States and international copyright law, trademark law, and trade secret law, as well as other laws, rules and regulations. We own a copyright in REDI software applications, in the database contained in REDI, and in the selection, coordination and arrangement of the Content. Except as expressly provided herein, neither we nor our affiliates grant any rights to you under any patents, copyrights, trademarks or trade secret information. Accordingly, unauthorized use of REDI or any Content may violate patent laws, copyright laws, trademark laws, trade secret laws, laws pertaining to privacy and publicity rights or other laws or regulations.
REDI, affiliate program images and text, and all page headers, custom graphics and button icons are the service marks, trademarks, and/or trade dress of REDI ("Trademarks"). All other service marks, trademarks, product names and company names or logos displayed in REDI are the property of their respective owners. You may not use, copy, reproduce, republish, upload, post, transmit, distribute or modify any of the Trademarks in any way, including in advertising or publicity pertaining to distribution of materials on REDI, without our prior written consent. We prohibit the use of any metatags or any other "hidden text" utilizing any of the Trademarks without our prior written consent. We also prohibit the use of any of the Trademarks as a "hot" link on or to any other web site, unless we approve the establishment of such a link in advance. Use of Internet bot’s (“robots”) for web scraping and harvesting of data including but not limited to gathering data, and data records, images, text, graphics, and any information from REDI is strictly prohibited.
LIMITATIONS OF LICENSE
REDI AND ITS AFFILIATES AND SUPPLIERS MAKE NO, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE AVAILABILITY OR RELIABILITY OF, AND SUPPLIERS MAKE NO, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) ABOUT THE SUITABILITY OF THE INFORMATION, WEBSITES (“SITE” or SITES”), SOFTWARE, PRODUCTS, AND SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES (COLLECTIVELY KNOWN AS “SERVICES”) ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. REDI, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ALL INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. REDI MAKES NO WARRANTY THAT: (i) THE SERVICES WILL BE PROVIDED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (ii) THE SITE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iii) THE SITE WILL MEET YOUR REQUIREMENTS. TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE REMEDIES SET FORTH IN THESE TERMS ARE YOUR SOLE AND EXCLUSIVE REMEDIES.
IN NO EVENT SHALL REDI, ITS AFFILIATES, AND/OR THEIR RESPECTIVE LICENSORS, SPONSORS, SUPPLIERS AND THE EMPLOYEES, DIRECTORS, SHAREHOLDERS, OFFICERS AND AGENTS OF ANY OF THE FOREGOING, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE SERVICES OR ANY INFORMATION THEREON, OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF ANALYSIS, OR OTHER PECURSIORY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE FAILURE TO PROVIDE SUPPORT FOR, OR RESOLVE ANY SUPPORT ISSUES REGARDING, THE SERVICES, EVEN IF REDI, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN ANY CASE REDI'S ENTIRE LIABILITY UNDER ANY PROVISION OF THE EULA SHALL BE LIMITED TO THE AGGREGATE AMOUNT YOU HAVE PAID, OR WHICH HAS BEEN PAID ON YOUR BEHALF TO, REDI DIRECTLY FOR ACCESS TO THE SERVICES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NO UNLAWFUL OR PERMITTED USE
As a condition of your use of the Services, you warrant that you will not use the Services for any purpose that is unlawful or prohibited under the terms herein.
LINKS TO THIRD PARTY SITES
The Services may contain hyperlinks to websites or data operated or maintained by parties other than REDI. Such hyperlinks are provided for your reference only. REDI does not control such websites or data and is not responsible for their contents. REDI's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators.
Any content that is posted or uploaded to REDI, or any communication that you post or upload to REDI is considered to be non-confidential, and that you own or have retained the rights for such use. By submitting any such content or communication, you automatically grant (or warrant that the owner of such communication or content has expressly granted) to us a royalty-free, transferable, perpetual, irrevocable, worldwide, nonexclusive right and license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense our rights with respect to such communication or content through multiple tiers of sublicenses.
We do not and cannot review all communications and content posted or uploaded to REDI and are not responsible for these communications and content. However, we reserve the right to block or remove communications or content that we determine, in our sole discretion, to be (i) threatening, abusive, libelous, defamatory, inflammatory, or obscene, (ii) fraudulent, deceptive, or misleading, (iii) in violation of the copyright, trademark, or other intellectual property rights or other rights of another, (iv) in violation of any applicable local, state, Federal or international law or regulation, or (v) offensive or otherwise unacceptable. ANY MESSAGES, ADVICE, OPINIONS OR OTHER INFORMATION CONTAINED IN OR PROVIDED THROUGH REDI SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE OR INSTRUCTION AND DOES NOT NECESSARILY REFLECT OUR OPINIONS OR THE OPINIONS OF OUR BUSINESS PARTNERS.
You shall not submit any property descriptions, photographs or other images, financial, transaction, tenant, contact or other information to REDI unless you have legal rights to publish and advertise and distribute the information to others through. You shall not submit any image to REDI if you have granted exclusive rights to such image to a third party, nor shall you submit any image to REDI and thereafter grant exclusive rights to such image to a third party. You shall not submit any image obtained from REDI to a third party if a requirement of submitting the image is the granting of exclusive rights to the image. You agree to take responsibility for all content you submit to REDI.
All comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to us on or by REDI or otherwise disclosed, submitted or offered in connection with any user's use of REDI (collectively, "Comments") shall be and remain our property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all of the submitting user's worldwide right, title and interest in all copyrights and other intellectual property rights in and to the Comments. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in our use, commercial or otherwise, of any Comments. We are and shall be under no obligation (i) to maintain any Comments in confidence; (ii) to pay the submitting user any compensation for any Comments; or (iii) to respond to any user's Comments.
LIMITATIONS OF USE
You agree that when using the Services, you shall NOT do any of the following:
Copy any portion of the Website, other than property data you have been authorized to access, for any purpose.
Copy any portion of the Website for transmission or use, directly or indirectly on any computerized electronic exchange other than the Website, excepting only that portion of data on the Website that you uploaded to the Website through your Account only.
Grant access to any portion of your Account to any person other than an individual acting solely on your behalf and for your benefit only.
Access, or attempt to access, any other person's Account or any portion of the Website which was not specifically granted by this EULA.
Transfer, rent, lease, grant a security interest in, or otherwise encumber in any way any portion of the Website or any of your rights to access or use the Website, whether through this EULA or otherwise.
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, distribute, or disseminate any defamatory, infringing, obscene, indecent, or unlawful material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that you know contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
Falsify the origin or source of software or other material contained in a file that is uploaded.
Advertise or offer to sell any goods or services or conduct or forward surveys, contests, or chain letters.
Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed in such manner.
You acknowledge that all information you may place on the Website are public, and not private communications. Further, you acknowledge that all information, pictures, analysis, postings, conferences, and other communications by other users are not endorsed by REDI or its affiliates, and such communications shall not be considered reviewed, screened, or approved by REDI or its affiliates. REDI reserves the right for any reason to remove, without notice, any information received from any user or others, including, without limitation, information, pictures, or analysis as to any one or more properties you or others have posted to the Website. REDI reserves the right to deny in its sole discretion any user access to this Website or any portion thereof without notice.
You may only access the Site for your bona fide personal use. You may not use the Site for the purpose of competing with REDI or to assist in the reverse engineering of REDI products or services. You may not commercially exploit the Site or any part of its content (whether by reproduction, retransmission, dissemination, sale, broadcast, circulation, republication, amendment, re-delivery using "framing" or similar technology or otherwise). Any use of any on-line communication features of this Site may only be used for lawful purposes and you may not post or transmit any material which is objectionable (whether harmful, threatening or otherwise); REDI Inc. reserves the right (but without the obligation or any liability) to prohibit or remove any such material.
REDI shall provide technical support in its reasonable discretion. That technical support shall not include any aspect of your computer's hardware, software, configurations, means of gaining access to the internet, ability to browse the internet, or ability to access any facet or portion of the Website.
The Third Parties' services are not controlled by REDI in any way and REDI shall not be responsible for the performance, availability, functionality, quality or reliability of any of the Third Parties' Networks or the information sent, delivered, relayed, carried or received through the Third Parties' Networks. Notwithstanding anything herein, REDI does not warrant or guarantee that the information sent, relayed, carried or delivered through these Third Parties' Networks will reach its destination or its correct address or recipient or that the details of the recipient or sender are correct or accurate. REDI shall not be liable for, and excused from, any failure to deliver or perform, or for any delay in delivery or performance, due to causes beyond its reasonable control, after exercising its best commercially reasonable efforts to remedy any such failure or delay, including without limitation any government actions, fire, work stoppages, civil disturbances, interruptions of power or communications to REDI or any facilities used by or for REDI, failure of internet, hosting, telecommunications, or other services to REDI or facilities used by or for REDI, natural disasters, acts of God, or acts of terrorism or war.
You agree that no portion of the Website, nor any information thereon, will be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within an embargoed nation and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
Neither party shall disclose to any third party any information relating to the products, services or business affairs of the Parties which is of a proprietary or confidential nature, whether communicated orally or in writing, including, but not limited to, the terms of this Agreement, intellectual property, designs, concepts, techniques, processes, procedures, systems, flow-charts, diagrams, marketing or strategic plans, business opportunities, research, development, cost data, client or customer information, programs and other know-how (the “Confidential Information”) disclosed by the disclosing party to the receiving party whether directly or through observation or examination of the disclosing party’s facilities or procedures. Confidential Information shall also include any information of a proprietary or confidential nature concerning the disclosing party’s financial affairs or business and any information the disclosing party has received from others which the disclosing party is obligated to treat as confidential or proprietary data.
Each party represents and warrants to the other that each has the full right, power and authority to execute this Agreement and perform their respective obligations under this Agreement.
COMPLIANCE WITH LAWS
REDI warrants and covenants that it is in the business of providing the services described above and that it has obtained and currently holds all material licenses or permits necessary for the conduct of its business. REDI warrants that it is now in material compliance with, and will continue to comply with, any federal or state laws, rules or regulations applicable to the operation of its business.
AMENDMENTS AND WAIVER
No amendment of any provision of this Agreement will be valid unless the same is in writing and signed by both Parties. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant under this Agreement or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions of this Agreement or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
Each party to this Agreement is an independent contractor and nothing contained in this Agreement shall be construed to constitute a partnership, joint venture, franchise or employment relationship between the Parties.
COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed electronically by and in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
MEDIATION, GOVERNING LAWS AND JUSRISDICTION
With respect to any dispute, controversy or claim arising out of or relating to this Agreement, the parties hereby agree to:
a. Resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
b. If the matter is not resolved by negotiation as defined above, then the matter may proceed to mediation providing the mediator meets the following qualifications:
1. That the Chair be an attorney with at least 20 years of active litigation experience; or That the Chair be a retired judge from a civil court; or
2. That the Chair must previously have served as Chair or sole arbitrator in at least 10 arbitrations where an award was rendered following a hearing on the merits.
c. If the matter is not resolved by mediation, then the matter may be settled in the state and federal courts located in Minneapolis, Minnesota. In any such claim or controversy, this Agreement will be governed by, construed and interpreted in accordance with the laws of the State of Minnesota.
This Agreement expresses the whole agreement between the Parties with respect to this subject matter, there being no representations, warranties or other agreements (oral or written) not expressly set forth or provided for herein.