9. SERVICE PROVIDERS. As a feature of the Elm Street Application, Elm Street provides advertisements, promotions and service directories for providers of goods and services of the type that may be of interest to Users, including certain preferred service providers identified by Agents, Brokers, and others (all such providers of goods and services are hereinafter referred to as “Service Providers”).
A. Service Provider Users. If you are a Service Provider User, you acknowledge and agree that: (1) you shall be bound to any Additional Terms associated with such status, all of which are incorporated herein by reference; (2) you shall not use any name in connection with your Service Provider account that is confusing or misleading, or otherwise impersonate or deceive other Users with respect to your identity; (3) you shall not create a promotion in the Elm Street Application that is confusing, deceptive, or misleading to other Users; (4) Elm Street is not responsible for your interactions with any other Users, or use of their information, or for any other actions arising out of your use of your Service Provider account; (5) Elm Street is not responsible for any transactions you may enter into with any other Users; (6) Elm Street is not responsible for screening, censoring, or otherwise controlling your Service Provider account; (7) Elm Street is not acting as your or any third party’s agent in connection with the operation of the Elm Street Application; and (8) under certain circumstances Elm Street may pay an agent or broker that recommends you as a service provider a sales commission for advertising or service directory services you purchase from Elm Street in connection with the Elm Street website. You further acknowledge and agree that such advertising commission to the agent or broker is strictly in connection with the agent’s or broker’s services to Elm Street regarding such advertising or service directory services and is not in connection with any real estate transaction. You also represent and warrant that: (9) any products and services advertised by you on the Elm Street Application are legally permitted to be sold, advertised, or otherwise distributed by you to visitors to the Elm Street Application; (10) you have all licenses necessary to sell, advertise, and distribute such products and services; (11) such sale, advertisement, and distribution will be in accordance with applicable laws and regulations; and (12) you own or have a right to use all intellectual property, proprietary and similar rights in all materials and information submitted by you for use on the Elm Street Application. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ELM STREET, AND ITS MEMBERS, MANAGERS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND OTHER PARTNERS AGAINST ANY AND ALL CLAIMS, DAMAGES, JUDGMENTS, AND EXPENSES, INCLUDING ATTORNEY’S FEES AND LITIGATION COSTS AND EXPENSES, ARISING FROM YOUR BREACH OF ANY REPRESENTATIONS, WARRANTIES, DUTIES OR OBLIGATIONS MADE OR ASSUMED BY YOU IN THIS AGREEMENT. IN ADDITION TO ANY OTHER LIMITATIONS OR DISCLAIMERS BY ELM STREET IN THIS AGREEMENT, ELM STREET MAKES NO GUARANTEES OR REPRESENTATIONS REGARDING THE SKILLS OR THE QUALITY OF THE SERVICES THAT YOU MAY PROVIDE IF A USER ELECTS TO RETAIN YOUR SERVICES, OR PURCHASE YOUR PRODUCTS. IT IS ENTIRELY IN YOUR SOLE DISCRETION AND AT YOUR SOLE RISK TO ENTER INTO A DIRECT CONTRACT OR OTHERWISE REACH AGREEMENT WITH A USER, AND ELM STREET DOES NOT GUARANTEE OR WARRANT A USER’S PERFORMANCE. SHOULD YOU HAVE A DISPUTE WITH A USER, YOU MUST ADDRESS THE DISPUTE WITH THAT USER DIRECTLY, AND YOU HEREBY AGREE TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS ELM STREET, ITS MEMBERS, MANAGERS, EMPLOYEES AND AGENTS, AND ANY OTHER PERSON, FIRM, OR ENTITY FROM ANY AND ALL DAMAGES,, CLAIMS, OR JUDGMENTS, INCLUDING CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXPEMPLARY, OR STATUTORY DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, AND ATTORNEYS FEES AND LITIGATION COSTS AND EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTES OR DEALINGS WITH USERS.
B. Consumer Users and Agent Users. If you are a Consumer User or Agent User, you acknowledge and agree that if you use the products or services of a Service Provider, you agree to be bound by any Additional Terms associated with such use, all of which are incorporated herein by reference. Although Service Providers are advertised and listed on the Elm Street Application, such Service Providers are not endorsed, recommended, or otherwise affiliated with Elm Street or its employees and agents. You may contact any of the Service Providers directly, and in some cases you may request through the Elm Street Application that the Service Providers contact you directly. FURTHER TO THE OTHER PROVISIONS OF THIS AGREEMENT, NEITHER ELM STREET, ANY MLS, NOR ANY AGENT OR BROKER MAKE ANY GUARANTEES OR REPRESENTATIONS REGARDING THE SKILLS OF ANY SERVICE PROVIDER OR THE QUALITY OF THE SERVICES OR PRODUCTS THAT ANY SERVICE PROVIDER MAY PROVIDE IF YOU ELECT TO RETAIN THEIR SERVICES. IT IS ENTIRELY IN YOUR SOLE DISCRETION AND AT YOUR SOLE RISK TO ENTER INTO A DIRECT CONTRACT OR OTHERWISE REACH AGREEMENT WITH OR PURCHASE A PRODUCT FROM A SERVICE PROVIDER, AND ELM STREET, ANY MLS, AGENT OR BROKER DO NOT GUARANTEE OR WARRANT ANY SERVICE PROVIDER’S PERFORMANCE OR PRODUCTS OR THE OUTCOME OR QUALITY OF THE SERVICES PROVIDED. SHOULD YOU HAVE A DISPUTE WITH A SERVICE PROVIDER, YOU MUST ADDRESS THE DISPUTE WITH THAT SERVICE PROVIDER DIRECTLY, AND YOU HEREBY AGREE TO RELEASE ELM STREET, ITS EMPLOYEES AND AGENTS, AS WELL AS ANY MLS, AGENT, BROKER OR OTHER PERSON, FIRM, OR ENTITY FROM ANY AND ALL DAMAGES OR CLAIMS, INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR DISPUTES AND DEALINGS WITH SERVICE PROVIDERS.
C. Agent or Broker Compensation. Under certain circumstances, Elm Street may pay an Agent or Broker that recommends a Service Provider a sales commission for advertising or service directory services the Service Provider purchases from Elm Street in connection with the Elm Street Application. YOU ACKNOWLEDGE AND AGREE THAT (1) ANY SUCH ADVERTISING COMMISSION THAT YOU RECEIVE IS STRICTLY IN CONNECTION WITH YOUR SERVICES TO ELM STREET REGARDING SUCH ADVERTISING OR SERVICE DIRECTORY SERVICES AND NOT IN CONNECTION WITH ANY REAL ESTATE TRANSACTION; (2) Elm Street may change this sales commission program (“Program”) in its sole discretion at any time; (3) any terms of the Program on the Elm Street Application are incorporated herein by reference; and (4) the payment for any commissions earned will be made according to the Program terms only after Elm Street has received a valid W-9 tax form, and/or any other government required tax form, from You.
10. AGENT AND BROKER DIRECTORY. As a feature of the Elm Street Application, Elm Street may provide a directory of Agents and Brokers for use by Consumer Users to find an Agent or Broker or to get a Elm Street Account (“Agent Directory”).
A. Agent or Broker Users. You authorize Elm Street to include information you provide in your account profile or in any other area of the Elm Street Application to be included in the publicly displayed Agent Directory of the Elm Street Application, unless you notify Elm Street in writing to remove your name from such Agent Directories. You represent and warrant that any information you provide that is included in the Agent Directory is true, accurate, and complete, and that you agree to update that information in order to maintain its truthfulness, accuracy, and completeness. You will defend, indemnify and hold harmless Elm Street, and its managers, members, subsidiaries, affiliates, officers, employees, agents, and other partners against any and all claims, damages, judgments, and expenses, including attorney’s fees and litigation costs and expenses, arising from your breach of your representations, warranties, duties or obligations made or assumed in this Agreement.
B. Consumer Users. You agree that even though the Elm Street Application contains an Agent Directory, Elm Street does not endorse or recommend any Agents or Brokers listed on or using the Elm Street Application, including those promoted in any Agent Directory or otherwise, and makes no representations regarding the skills or service of such Agents or Brokers. IF YOU SELECT AN AGENT OR BROKER FROM AN AGENT DIRECTORY OR AS A RESULT OF OTHER INFORMATION ON THE Elm Street Application, ELM STREET MAKES NO GUARANTEES OR REPRESENTATIONS REGARDING THE INFORMATION ABOUT, SKILLS OR THE QUALITY OF THE SERVICES OF THAT AGENT OR BROKER. IF YOU ELECT TO GET AN ACCOUNT FROM OR RETAIN THE SERVICES OF SUCH AGENT OR BROKER, IT IS ENTIRELY IN YOUR SOLE DISCRETION AND AT YOUR SOLE RISK AND ELM STREET DOES NOT GUARANTEE OR WARRANT AN AGENT’S OR BROKER’S PERFORMANCE. SHOULD YOU HAVE A DISPUTE WITH SUCH AGENT OR BROKER, YOU MUST ADDRESS THE DISPUTE WITH THAT AGENT OR BROKER DIRECTLY, AND YOU HEREBY AGREE TO RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS ELM STREET, ITS MANAGERS, MEMBERS, OFFICERS, EMPLOYEES AND AGENTS, AND ANY OTHER PERSON, FIRM, OR ENTITY FROM ANY AND ALL DAMAGES, CLAIMS OR JUDGMENTS, INCLUDING PUNITIVE, EXEMPLARY, STATUTORY, CONSEQUENTIAL AND INCIDENTAL DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, AND ATTORNEYS FEES AND LITIGATION COSTS AND EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTES AND DEALINGS WITH ANY AGENT OR BROKER.
11. INTELLECTUAL PROPERTY PROTECTION. As between you and Elm Street, the information displayed on the Elm Street Application, including, without limitation, MLS data, text, artwork, graphics, logos, button icons, images, audio clips, digital downloads, prices, product and service descriptions, advertisements, directory information, and data compilations (collectively, “Content”), is the property of Elm Street or its licensors, and is protected by U.S. and international trademark, copyright, and other intellectual property laws. You shall not copy, distribute, alter, display, perform, publish, or create derivative works from such Content. Systematic retrieval of data or other Content from the Elm Street Application to prepare any collection, compilation, database, or directory is strictly prohibited. Listingbook, Listingbook.com, ELEVATE, RLS2000, AgentJet, eMerge and other Elm Street names, graphics, logos, designs, page headers, button icons, scripts and service names are trademarks, service marks, or trade dress of Elm Street. Elm Street’s trademarks, service marks, and trade dress may not be used, including as part of trademarks, service marks, or as part of domain or sub-domain names, in connection with any product or service, other than those of Elm Street. You may not use any of Elm Street’s trademarks, service marks or trade dress in whole or in part without the prior written permission of Elm Street. YOU AGREE THAT YOU WILL NOT REGISTER A DOMAIN NAME THAT INCLUDES THE TERM “ELEVATE”, “LISTINGBOOK”, EMERGE, AGENTJET, RLS2000, OR ANY OTHER WORDS THAT ARE SUBSTANTIALLY SIMILAR THERETO, OR ANY OTHER ELM STREET TRADEMARK, SERVICE MARK, OR TRADE DRESS, AND IF YOU HAVE DONE SO, OR DO SO IN THE FUTURE, YOU WILL PROMPTLY NOTIFY ELM STREET AND, AT ELM STREET’S OPTION, CANCEL, TRANSFER, OR ASSIGN SUCH REGISTERED DOMAIN NAME TO ELM STREET WITHOUT ANY CONSIDERATION AND WILL REIMBURSE ELM STREET FOR ANY ATTORNEYS FEES, COSTS OR EXPENSES THAT IT INCURS IN ENFORCING THIS PROVISION. YOU FURTHER AGREE THAT IF YOU ARE AN AGENT USER, AND HAVE AN Elm Street Application USING A SUB-DOMAIN OF LISTINGBOOK, ELM STREET, RLS2000,EMERGE OR ELEVATE, ELM STREET MAY IN ITS SOLE DISCRETION DENY OR CANCEL YOUR USE OF ANY SUB-DOMAIN NAME AT ANY TIME, EVEN IF YOU HAVE PREVIOUSLY BEEN USING SUCH SUB-DOMAIN AS THE WEB ADDRESS OF YOUR WEB SITE. YOU AGREE THAT ANY SUB-DOMAIN OF ELM STREET OR ANY OF ITS AFFILIATES CREATED FOR YOU AS A WEB ADDRESS FOR A WEBSITE SHALL NOT INCLUDE ANY TRADEMARK, SERVICE MARK, TRADE DRESS OR DOMAIN NAME OWNED BY, OR REGISTERED TO, A THIRD PARTY, OR ANY WORDS THAT ARE SUBSTANTIALLY SIMILAR TO SUCH TRADEMARK, SERVICE MARK, OR DOMAIN NAME. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ELM STREET, ITS EMPLOYEES AND AGENTS, AND ANY OTHER PERSON, FIRM, OR ENTITY FROM ANY AND ALL DAMAGES, CLAIMS OR JUDGMENTS, INCLUDING CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXPLEMPLARY, OR STATUTORY DAMAGES OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, DISCLOSED OR UNDISCLOSED, AND ANY ATTORNEY’S FEES AND LITIGATION COSTS AND EXPENSES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIMS RELATING TO YOUR USE OF A DOMAIN NAME THAT INCLUDES THE WORDS “ELEVATE”, LISTINGBOOK” OR ANY OTHER ELM STREET TRADEMARK, SERVICE MARK, OR TRADE DRESS, OR WORDS SUBSTANTIALLY SIMILILAR THERETO, OR YOUR USE OF A SUB-DOMAIN AS THE WEB ADDRESS OF YOUR PERSONAL WEBSITE PROVIDED BY ELM STREET. You acknowledge and agree that the MLS, which supplies the data and images used in the Elm Street Application, owns all copyrights in and to such data and images and in the MLS database, and that will not contest the MLS’ copyright claims, nor assist others in doing so. You expressly authorize the MLS, which supplies the data and images used in the Elm Street Application, and its authorized agents and representatives, to access the Elm Street Application, including your Elm Street Account, for the purpose of verifying Agent Users’ compliance with the MLS rules and monitoring the display of Agent Users’ listings on the Elm Street Application. EXCEPT AS EXPRESSLY PROVIDED HEREIN BY THESE TERMS, NEITHER ELM STREET NOR ANY THIRD PARTY HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL, OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPRIETARY RIGHTS TO USE ANY ELM STREET APPLICATION. NO OWNERSHIP RIGHTS ARE OR WILL BE ASSIGNED TO YOU.
13. DISCLAIMER OF WARRANTIES. Elm Street does not guarantee or warrant that the information on the Elm Street Application (“Content”) is accurate, complete, timely, or free of technical or typographical errors whether provided by Elm Street or a third party. It is your responsibility to verify any information provided to you through the Elm Street Application. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CONTENT ON THE ELM STREET APPLICATION IS AT YOUR SOLE RISK. THE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ELM STREET, ANY MLS, AGENT AND BROKER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELM STREET, ANY MLS, AGENT AND BROKER MAKE NO WARRANTY THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE ELM STREET APPLICATION AND THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, VIRUS-FREE OR ERROR FREE; NOR DO ELM STREET, ANY MLS, AGENT OR BROKER MAKE ANY WARRANTY CONCERNING THE INFORMATION AND RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES PROVIDED OR CONCERNING THE ACCURACY OR RELIABILITY OF ANY CONTENT. ELM STREET, ANY MLS, AGENT AND BROKER MAKE NO WARRANTY REGARDING ANY ADVERTISEMENT OR PROMOTION OF ANY KIND ON THE ELM STREET APPLICATION OR ANY INFORMATION OBTAINED FROM ANY HYPERLINKED THIRD PARTY SITE, INCLUDING ANY ADVERTISER OR SERVICE PROVIDER SITE. ELM STREET, ANY MLS, AGENT AND BROKER MAKE NO WARRANTY REGARDING THE RELATIONSHIPS BETWEEN ADVERTISERS OR SERVICE PROVIDERS AND OTHER USERS, THE RELATIONSHIPS BETWEEN CONSUMER USERS AND RESPECTIVE AGENT USERS, THE FIDUCIARY RESPONSIBILITIES OF AGENT USERS, THE VALIDITY OF ANY AGENT USER’S LICENSE TO PROVIDE REAL ESTATE BROKERAGE AND/OR AGENT SERVICES. NO INFORMATION OBTAINED BY YOU FROM THE ELM STREET APPLICATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY.YOU AGREE THAT NEITHER ELM STREET, ANY MLS, AGENT, BROKER NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE Elm Street Application SHALL BE RESPONSIBLE OR LIABLE FOR ANY PUNITIVE, EXEMPLARY, STATUTORY, DIRECT, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR ACCESS, USE OR INABILITY TO USE THE Elm Street Application, ANY PRODUCTS, SERVICES, OR CONTENT OFFERED OR PROVIDED ON THE ELM STREET WEBSITE, ANY OTHER HYPERLINKED WEBSITE OR ANY ERRORS OR OMISSIONS IN THE CONTENT THEREOF, ANY PERSON’S RELIANCE ON ANY INFORMATION OR CONTENT PROVIDED IN THE Elm Street Application, WHETHER OR NOT THE INFORMATION OR CONTENT IS CORRECT, CURRENT, OR COMPLETE, OR THE CONSEQUENCES OF ANY ACTION YOU OR ANY OTHER PERSON TAKE OR FAIL TO TAKE BASED ON CONTENT PROVIDED BY OR AS A RESULT OF THE USE OF THE Elm Street Application. YOU SPECIFICALLY AGREE THAT ELM STREET AND ANY MLS ARE NOT LIABLE FOR ANY CONDUCT BY YOU ASSOCIATED WITH THE Elm Street Application, INCLUDING, BUT NOT LIMITED TO, ACTIVITIES RELATING TO ACCOUNT HOLDER PROFILES, THE AGENT DIRECTORY, SERVICE PROVIDER DIRECTORY OR OTHER SERVICES CURRENTLY OFFERED OR THOSE SERVICES THAT WILL BE OFFERED IN THE FUTURE. ELM STREET, ANY MLS, AGENT AND BROKER ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE Elm Street Application, INCLUDING ANY INJURY OR DAMAGE TO YOUR, OR ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM USE OF THE ELM STREET WEBSITE. IN NO EVENT SHALL ELM STREET, ITS AGENTS, AND PROVIDERS, OR ANY MLS, AGENT OR BROKER BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, STATUTORY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE Elm Street Application, OR FROM ANY INFORMATION, PRODUCTS OR SERVICES PURCHASED, OBTAINED, OR ACCESSED, OR FROM ANY ADVERTISEMENTS, MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE Elm Street Application, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR OTHER INTANGIBLE PROPERTY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ELM STREET, ANY MLS, AGENT OR BROKER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF ELM STREET, ANY MLS, AGENT OR BROKER TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ELM STREET FOR THE ACCESS TO AND USE OF THE Elm Street Application. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. You agree that regardless of any statute or law to the contrary, you will file any claim or cause of action arising out of or related to your use of the Elm Street Application or this Agreement within one (1) year after such claim or cause of action arose or be forever barred.
15. INDEMNITY. You agree to defend, indemnify and hold harmless Elm Street, and its subsidiaries, affiliates, officers, managers, members, employees, agents, and other partners against any and all claims, damages, judgments, and expenses, including attorneys fees and litigation costs and expenses, arising from your use of the Elm Street Application, breach of this Agreement, or breach of any third party’s rights. This and any other duty of indemnification set forth herein shall survive any termination of your account or use of the Elm Street Application.
17. TERMINATION OF Elm Street Application ACCESS AND ACCOUNT.
You understand and agree that Elm Street in its sole discretion, may terminate your account and any corresponding subscriptions, delete any content stored in your account, direct you to cease using the Elm Street Application, and discontinue or restrict your access to the Elm Street Application, all without notice to you and for any reason. In addition to the foregoing, if you are a Consumer User, you agree and understand that your Agent may terminate your Account in his or her sole discretion and that if your Agent ceases to be an Agent User then your Elm Street Consumer account will be terminated. You agree that Elm Street and/or Your Agent or Broker shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Elm Street Application, your account, or any parts thereof.
18. PRICING, RENEWALS, AND REFUNDS.
Elm Street’s Products, including Elevate Social Pro, DMS, BOSS, CRM, IDX, Elite, Ignite, Agentjet, and eMerge, are sold on an annual or semi-annual subscription basis depending on the particular Product. Such annual/semi-annual subscriptions for the Products may be paid in a single payment at the time of sale (“Prepaid Subscription”) or by equal monthly installments beginning at the time of sale (“Annual/Semi-Annual Paid Monthly Subscription”). All pricing is based upon Elm Street’s then current price schedule for the Products, which Elm Street may change from time to time in its discretion.
A. Termination of Subscription. You understand and agree that Elm Street invests heavily in the initial set-up, maintenance, and ongoing development of the Product you purchase and that you may only cancel in accordance with this termination provision: 1) 30-Day Refund. You may cancel your subscription for any Product within thirty (30) days after purchasing your subscription and receive a full refund of any prepaid or monthly payment you have made. This refund excludes any set-up or administrative fees. It also excludes the refund of any third party advertising expenditures in connection with one of our lead generation Products. 2) Cancellation After 30 Days. a) Prepaid Annual/Semi-Annual Subscription—Because we provide a significant discount for a Prepaid Subscription, you will not be reimbursed for a Prepaid Subscription if cancelled more than thirty (30) days after purchase. If you give us notice of cancellation after 30 days, your Prepaid Subscription will remain in effect until your annual renewal date and will be cancelled for you on that date. b) Annual/Semi-Annual Paid Monthly Subscription-- If you wish to cancel your Annual/Semi-Annual Paid Monthly Subscription more than thirty (30) days after purchase, you may do so upon payment of a cancellation fee equal to three (3) months of the monthly subscription price. Your Annual/Semi-Annual Subscription Paid Monthly will continue until we receive payment of the cancellation fee. You may continue to use your subscription for the three months following payment of the cancellation fee.
B. Subscription Renewal--Your initial subscription will automatically renew on your annual renewal date unless you provide us with written notice to cancel at least thirty (30) days prior to your annual renewal date. Your Subscription will renew on your annual renewal date at the then current non-promotional subscription rate. Elm Street may elect to renew a Prepaid Annual/Semi-Annual Subscription as an Annual/Semi-Annual Paid Monthly Subscription on the annual renewal date subject to your right to change the renewal back to a Prepaid Subscription.
C. Written Notice-- To cancel your subscription, send written notice of cancellation to . The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Elm Street may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of North Carolina, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving our other users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall survive termination of this Agreement to Arbitrate and the closing of your Account or your use of or access to our 安徽快三, or any products or services sold, offered, or purchased through our 安徽快三.
A. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF. You and Elm Street agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding, including but not limited to actions under the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. Unless both you and us agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form if a consolidated, representative, or class proceeding. The arbitrator may award relief, including monetary, injunctive, and declaratory relief, only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect our other users.
B. COSTS OF ARBITRATION. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by us should be submitted by mail to the AAA along with your Demand for Arbitration and we will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.
C. CONFIDENTIALITY.The arbitration proceedings and arbitration award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors and senior management and to family members of a party who is an individual.
D. SEVERABILITY.With the exception of any of the provisions in of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.
20. MISCELLANEOUS. A. Assignment. This Agreement shall bind and inure to the benefit of Elm Street’s successors, assigns and licensees. Elm Street shall have the right to assign or otherwise transfer its rights or obligations under this Agreement whether by contract or operation of law without your consent. You shall not have the right to assign, by contract, operation of law or otherwise, this Agreement or any of the rights, interests, or obligations hereunder.
B.Severability. In the event that any provision of this Agreement is, becomes, or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without such provision.
C. Waiver. The failure of Elm Street at any time or times to require performance of any provision hereof shall in no manner affect the right of Elm Street at a later time to enforce the same.
D. Applicable Law. You acknowledge that the Content contained in this Elm Street Application is controlled in and originates from the United States. Elm Street makes no representation that any of the Content is appropriate or available for use in other locations. Elm Street has no responsibility for any access to this Elm Street Application from territories where the Content may be illegal or otherwise prohibited. If you choose to access this Elm Street Application from other locations, you do so at your own risk and are responsible for compliance with applicable local laws. Any claim relating to the use of the Elm Street Application and any Content shall be governed by the internal substantive laws of the State of North Carolina, without regard to its conflicts of laws rules. You expressly consent to the jurisdiction of the state and federal courts of North Carolina for any such claim.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.