Website Use Agreement
1. Term. This Website Use Agreement ("Agreement") is between you and Home Buyers Marketing II, Inc., a licensed real estate company and its licensed real estate brokers (hereinafter referred to as "HBM II"), and its affiliated companies, including Home Buyers Marketing, Inc., ("Affiliated Companies"), and takes effect when you click the "Agree and Continue" button. You recognize that certain provisions of this Agreement will also be enforceable by HBM II’s Affiliated Companies. This Agreement will remain in effect until it is terminated by either of us via e-mail. You may terminate this Agreement at any time by sending an e-mail to email@example.com
2. Communication. You agree that HBM II may (a) contact you by telephone or e-mail as the need arises and (b) provide your name, address, e-mail address, phone number and other contact and business information to selected home buyers, real estate agents, lenders, other strategic business partners, and other consumers.
3. Home Scouting Report®. The Home Scouting Report® is a FREE home-finding service offered to home buyers by HBM II, a licensed real estate company and its licensed real estate brokers. The Home Scouting Report® provides information to prospective home buyers on properties listed for sale as part of HBM II’s ordinary real estate practice of providing ready, willing and able home buyers for MLS property listings. As a real estate agent cooperating with HBM II you may not: (1) charge anyone for the Home Scouting Report® or for any of the services provided by HBM II; (2) represent yourself or anyone else to be the owner or provider of any of the real estate services of HBM II, or the Home Scouting Report®; (3) represent to anyone that HBM II is providing any of the real estate listings displayed in the Home Scouting Report® to the Lender or the Loan Officer; (4) provide any person with your password or provide access to this Website; or (5) refer anyone to receive the real estate services of HBM II who is not a ready, willing and able home buyer for the properties presented by HBM II as "for sale" to prospective home buyers.
4. Promoting HBM II and the Home Scouting Report®. In consideration for you as a real estate agent promoting and advertising the HBM II name, the real estate services provided to prospective home buyers by HBM II, and the value of the Home Scouting Report® to prospective home buyers, HBM II and will set you up as a Cooperating Real Estate Agent. You agree to advertise and promote the Home Scouting Report® as a real estate service provided by HBM II in your advertising and marketing materials in the manner approved by HBM II. You also agree to display the Home Scouting Report® logo in your advertising and marketing materials promoting the Home Scouting Report® and HBM II. HBM II will provide you with periodic activity reports for these prospective home buyers on our Website. There will be no referral fees paid to HBM II for leads developed by you but should HBM II originate a specific buyer or seller prospect for possible referral to you, you agree to negotiate an expanded written referral agreement with HBM II which conforms to this Paragraph.
5. Intellectual Property. You will have a limited right to use the HBM II Intellectual Property when you are granted access to this Website. The HBM II Intellectual Property will mean the Intellectual Property owned by or licensed to HBM II and its Affiliated Companies. You will only have the right to use the HBM II Intellectual Property as provided for in this Agreement and you agree not to provide any person with your password or access to this Website or use any HBM II Intellectual Property for any personal, business, or other use except as expressly set forth in this Agreement or as approved by HBM II in writing. You agree that you will not disclose, copy, upload, reproduce, decompile, transfer, modify, use, publish, display, reverse engineer, recreate, duplicate, resell, distribute, convert or exploit any HBM II Intellectual Property except as expressly authorized in this Agreement or by HBM II in writing. HBM II Intellectual Property will mean all of the following that are owned by or licensed to HBM II or any of its Affiliated Companies: (a) patents, including without limitation originals, divisionals, continuations, continuations-in-part, extensions, foreign applications, utility models and reissues, and patent applications ("Patents"); (b) works of authorship, compilations and other copyrighted materials, including all copyright registrations and applications ("Copyrighted Works"); (c) trade secrets; (d) trademarks, service marks, trade names, commercial symbols, logos, trade dress and tag lines including all trademark and service mark registrations and applications ("Trademarks"); (e) software programs, software source and object codes, password-protected websites, graphical user interfaces, look and feel, functionality, proprietary technology and all related documentation ("Technology"); and (f) all other proprietary and property rights, including without limitation all common law rights and moral rights. You agree and acknowledge that all content on this Website and all other websites of HBM II and its Affiliated Companies constitute HBM II Intellectual Property, including text, graphics, layout, functionality, images, illustrations, and audio and video clips, which are protected by copyrights, trademarks, services marks and other property rights of HBM II and its Affiliated Companies (which are governed by United States and international copyright laws and other federal, state, and international laws, regulations and statutes). You will not display or use any of the HBM II Intellectual Property, including the service mark Home Scouting Report®, on your website or in any other written or electronic form without the written permission of HBM II, except as provided for on the MARKETING TOOLS page of this Website. You will have no rights or interests in any of the HBM II Intellectual Property.
6. Confidential Information. You will have a right to access and use HBM II Confidential Information when you are granted access to this Website. HBM II Confidential Information will mean the Confidential Information owned by or licensed to HBM II or its Affiliated Companies. You will only have the right to use the HBM II Confidential Information as provided for in this Agreement or as approved by HBM II in writing and you agree not to provide any person with your password or access to this Website or use any HBM II Confidential Information for any other purpose. You agree that you will not disclose, copy, reproduce, upload, decompile, transfer, modify, use, publish, display, reverse engineer, recreate, duplicate, resell, distribute, convert or exploit any HBM II Confidential Information except as expressly authorized in this Agreement or as approved in writing by HBM II. HBM II Confidential Information will mean and include (a) this password-protected Website and all web pages and all other password-protected websites and web pages designed, created and developed by HBM II or its Affiliated Companies, including all passwords, content, text, information, images, links, color schemes, graphics, images, illustrations, layout, look and feel, audio and video clips, metrics, methodology, programs, and functionality; (b) business information, business development concepts and systems, business practices, "know how," techniques, devices, formulas, procedures, methods of operation and processes of HBM II and its Affiliated Companies; (c) all marketing programs and methods of HBM II and its Affiliated Companies; (d) the manner, protocol, and/or method developed or utilized by HBM II and its Affiliated Companies to market home mortgage lenders and loan officers to Home Buyers and strategic business partners; (e) proprietary information developed, created or owned by HBM II and its Affiliated Companies; (f) trade secrets; (g) proprietary databases and related data, computer processes, computer systems, computer software programs, graphical user interfaces, methods of operation, processes, procedures, techniques and know-how embodied in or generated by the software, and all source or object codes for all computer software programs invented, developed, created, licensed and/or owned by HBM II and its Affiliated Companies (excluding commercially available off-the-shelf third-party software programs); (h) all Copyrighted Works that have not been publicly disclosed by HBM II and its Affiliated Companies; and (i) all of the sales processes, sale practices and training curriculum of HBM II and its Affiliated Companies, including but not limited to, the "800 Call Capture Center", the "Agent Focus Meeting", the "Agent Activation Meeting", and the "Online Multi-Party Customer Contact Management/Conversion System."
7. No Warranty. You are provided access to HBM II Technology and other HBM II Intellectual Property on an "AS IS" and "AS PROVIDED" basis. HBM II, ITS AFFILIATED COMPANIES AND ITS SUPPLIERS MAKE NO, AND SPECIFICALLY DISCLAIM ANY, WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USE OR OTHERWISE, WITH RESPECT TO ANY TECHNOLOGY, TRADEMARKS, COPYRIGHTED WORKS, CONFIDENTIAL INFORMATION OR OTHER INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE TECHNOLOGY. HBM II, ITS AFFILIATED COMPANIES AND ITS SUPPLIERS MAKE NO WARRANTY THAT OPERATION OF THE TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND MAKE NO WARRANTY REGARDING ANY SERVICES OR RESULTS OBTAINED THROUGH USE OF THE TECHNOLOGY OR ANY TRANSACTIONS ENTERED INTO THROUGH USE OF THE TECHNOLOGY.
8. Limitation of Liability. IN NO EVENT WILL HBM II, ITS AFFILIATED COMPANIES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER OR FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOST SAVINGS ARISING OUT OF, RELATING TO OR RESULTING FROM THIS AGREEMENT, THE TECHNOLOGY, THE USE OR INABILITY TO USE THE TECHNOLOGY, ANY SERVICES OBTAINED OR TRANSACTIONS ENTERED INTO PURSUANT TO THIS AGREEMENT, ANY LOSS OR UNAUTHORIZED ALTERATION OF ANY DATA, OR ANY UNAUTHORIZED ACCESS TO ANY DATA. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW EVEN IF HBM II, ITS AFFILIATED COMPANIES AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS OR COSTS. IF HBM II, ITS AFFILIATED COMPANIES OR ITS SUPPLIERS BREACH THIS AGREEMENT, OR IF YOU ARE DISSATISFIED IN ANY RESPECT WITH THE SERVICES PROVIDED BY HBM II, ITS AFFILIATED COMPANIES OR ANY SUPPLIER PURSUANT TO THIS AGREEMENT, THEN YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO TERMINATE THIS AGREEMENT AND CEASE USING THE WEBSITE. YOU AGREE TO INDEMNIFY HBM II AND ITS AFFILIATED COMPANIES FOR ALL DAMAGES IT MAY SUSTAIN, INCLUDING ATTORNEY’S FEES, AS A RESULT OF ANY THIRD-PARTY ACTIONS ARISING AS A RESULT OF YOUR NEGLIGENCE, MISFEASANCE OR NONFEASANCE. HBM II is acting on behalf of its Affiliated Companies and suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided for in this Agreement, but in no other respects and for no other purpose.
9. Dispute Resolution; Governing Law. This Agreement will be governed in all respects by the laws of the State of Minnesota. Except where either you, HBM II, or any of its Affiliated Companies are seeking injunctive relief, all controversies arising from, as a result of or under this Agreement will be resolved by neutral binding arbitration conducted by the National Arbitration Forum, P.O. Box 50191, Minneapolis, Minnesota 55405 (www.arb-forum.com) in accordance with its Code of Procedure in effect at the time of filing. All arbitration hearings and any court proceedings, including injunctive actions, will be held exclusively in Hennepin County, Minnesota, and you, HBM II, and its Affiliated Companies hereby expressly consent to personal jurisdiction and venue in Hennepin County, Minnesota. This Agreement will be governed by and subject to the Federal Arbitration Act.
10. Miscellaneous. If you are found to be in violation of the terms of this Agreement, your access to this Website may be temporarily or permanently disabled and you may be held liable for all expenses and damages, including court costs and attorneys’ fees, incurred by HBM II, or any of its Affiliated Companies, caused by your failure to abide by the terms and conditions of this Agreement. HBM II and/or its Affiliated Companies will have the right to seek injunctive relief without the posting of any bond or security for a violation of Paragraphs 3, 5 and 6 by you in addition to all remedies under this Agreement or as provided by law. The provisions of Paragraph 3 and Paragraphs 5 through 8 will survive the termination of this Agreement.