Terms of Use

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Terms of Use

TermSt. Terms and Conditions of Use Last updated and posted on [DATE].
  • Acceptance of Terms – These TermSt. Terms and Conditions of Use (the “Terms of Use”) apply to your use of TermSt.’s proprietary self-service software e-commerce platform (“TermSt. Platform or Platform”) and the website which hosts the Platform located at “www.termst.com” and any successor website, subdomain, subsite, or mobile application which links to or references these Terms of Use (the “Applications”), which are owned and operated by TermSt.. (“Company”).

         The TermSt. Platform is TermSt.’s proprietary software application which Company makes available to you as a Service which is defined below in these Terms of Use when you create an account and obtain access to the Service on the website and through your use of the Applications.  The Applications enable your access to the TermSt. Platform. The Platform connects owners of commercial real estate with real estate lenders to procure financing for commercial real estate projects and the transactions associated with such projects. The Applications, in addition to hosting the Platform may also include information related to certain products and services (“Products and Services”) offered by Company or by Company’s third-party advertising providers (the “Advertisers”). The Applications also contain text, pictures, graphics, logos, button items, images, works of authorship, and other content (collectively with all information and material about the Company, the Platform and the Products and Services, “Content”). PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING THE APPLICATIONS OR TERMST. PLATFORM. These Terms of Use form a binding and executed written agreement between you and Company. These Terms of Use are effective as of the date you click the “Accept” button below (or any similar button or link as may be designated by Company to show your acceptance of these Terms of Use) (the “Effective Date”). Acceptance of these Terms of Use is required as a condition to proceeding with the use of the TermSt. Platform and the Applications. Your access to and use of the TermSt. Platform and the Applications is subject to these Terms of Use, as well as all applicable laws and regulations. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use the Platform or the Applications or any information, Content or Products and Services contained on the Applications. Your access to and use of the Platform and Applications constitutes your acceptance of and agreement to abide by each of these terms and conditions set forth below. These Terms of Use may be changed, modified, supplemented or updated by Company from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use the Platform or Applications after such changes are posted; provided, however, that the Company may provide notice by means of conspicuous alert or notification displayed on the Applications in the case of substantial revisions. Unless otherwise indicated, any new Content, Products and Services added to the Platform or the Applications will also be subject to these Terms of Use effective upon the date of any such addition. You are encouraged to review the Applications and these Terms of Use periodically for any updates and changes. If you are using the Platform or Applications on behalf of a legal entity, you represent that you are authorized to enter into and agree to these Terms of Use on behalf of that legal entity. If you have any questions about these Terms of Use, please contact us as described on feedback@termst.com.
  • Limited License and Site Access; All Rights Reserved – Use of the Applications is limited to persons 18 years of age or older.  Subject to your compliance with these Terms of Use, Company hereby grants you a limited license to access and make personal use of these Applications, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Company (e.g., downloading of PDF forms, applications, etc.). This license does not include any resale or commercial use of the Applications or the Content; any derivative use of the Applications or the Content; or any use of data mining, robots, or similar data gathering and extraction tools. The Applications or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company without Company’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Company’s name(s) or service marks without the express written consent of their owners. The Company (or the respective third party owners of Content) retain all right, title, and interest in the Applications and any Content, features, Products and Services offered on these Applications, including any and all intellectual property rights. The Company may assign these Terms of Use or any part of them without restrictions. You may not assign these Terms of Use or any part of them, nor transfer or sub-license your rights under this License, to any third party.  The Company (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Company.

  • Access to TermSt. Platform; License.

    1. Access to TermSt.’s Platform.  Subject to these Terms of Use, the Company  grants you a non-exclusive and non-transferable right to access and use the Platform for internal business purposes only.  You shall not license, sublicense, sell, resell, lease, transfer, distribute, time share, or otherwise commercially exploit or make the Platform available to any third party or reverse-engineer, decompile, translate or create derivative works of the Platform in any manner.  All ownership rights, title, and interest in and to the Platform, as such may be modified, upgraded, and/or enhanced from time to time (together with all intellectual property rights therein) will remain with and belong exclusively to Company.  Company reserves all right, title and interest in and to the Platform not expressly granted to you herein.

    1. Your Responsibilities.  You hereby agrees to abide by all applicable laws, rules, and regulations during your use of the Platform including, without limitation, complying with Applicable Privacy and Data Security Laws (as defined below), and you shall use the Platform solely for legitimate business purposes as contemplated by these Terms of Use and shall not interfere with or disrupt the integrity or performance of the Platform or the data contained therein or attempt to gain unauthorized access to the Platform or its related systems or networks. Privacy and Data Security Laws means all applicable international, federal, state, and local laws, rules, and regulations, as the same may be amended or supplemented from time to time, pertaining in any way to the privacy, confidentiality, security, management, disclosure, reporting, and any other obligations related to the possession or use of personal information.
    1. User Data.  Company may: (i) copy, use, modify, distribute, display and disclose User Data (as defined below) solely to the extent necessary to provide the Platform or the Services to you pursuant to these Terms of Use; (ii) copy, modify and use User Data in connection with internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes; and (iii) copy, modify and use User Data on an aggregate and de-identified basis, stripped of any personally identifiable information, for marketing purposes and internal business purposes and analytics, provided that such use or disclosure does not identify You or Your products, services, segments, attributes, search criteria, or any end user or consist of data solely attributable to You directly.  For purposes hereof, “User Data” means any and all information collected and/or stored by or on behalf of Company in connection with or derived from Your use of the Platform or Services, excluding data and information relating to the operation and/or performance of the Platform

  • Term of Agreement – These Terms of Use will be effective from the Effective Date and continue until terminated in accordance with these Terms of Use (the “Term”). Either party may terminate these Terms of Use. if the other party commits a material breach that is not cured within 30 days of written notice requiring remedy or, if the breach is the non-payment of money that is not cured within 10 days of written notice. Upon termination or expiration of the Term all rights granted hereunder and all obligations of Company to provide the Applications and access to the Platform shall immediately terminate.  Termination of this Agreement or expiration of the Term shall not relieve you from paying all fees accruing prior to termination.

  • Accuracy or Completeness of Advertiser Content; Availability of Products and Services – Due to offers that are limited in time or availability, certain Products and Services described on the Applications may not be available to all users. The Applications may provide certain summary descriptions or other helpful information regarding Products and Services.  Any such materials are provided by the Company or Advertisers and intended to generally describe the Products and Services and are subject in all respects to the specific terms and conditions of the actual product/service agreement to which they refer. The Company takes no responsibility for the content of any material provided by Advertisers and does not warrant that Product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. The listing, description of, or reference to, a Product or Service on the Applications does not imply that the product or service is presently available. All orders of Products or Services are subject to prevailing law, including, as appropriate, export and import regulations and boycotting restrictions, if any, imposed by governing bodies having jurisdiction over such orders, Products or Services.

  • Intellectual Property Rights – You acknowledge that the Applications, and Platform, and Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Applications, Platform, and Services under these Terms of Use, or any other rights other than to use the Applications, Platform,  and Services in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. Except for the rights granted hereunder, all rights, title and interests, including, but not limited to, all worldwide patent, copyright, trademark, trade secret and any other rights in and to the Applications Platform,  and Services and any other Company services are retained by Company. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Company and is protected by U.S. and international copyright laws. You agree that you shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the right, title and interest of Company or its licensors in and to such intellectual property rights.
You shall use commercially reasonable efforts to safeguard the Applications, Platform, Services and Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from these Applications of the Platform, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Company or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Company. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Company does not warrant or represent that your use of Applications, Platform, Content, Products and Services or any other materials displayed on the Applications will not infringe rights of third parties.
  • DMCA – If you believe that any Content on the Applications or Platform violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2) (the “Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act” or “DMCA:”), please notify us immediately atfeedback@termst.com with reasonably sufficient detail necessary for us to consider and respond to your complaint.  We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims. Please send Copyright infringement claim notices to feedback@termst.com.

  • Confidentiality –  “Confidential Information“ means, subject to the exceptions set forth in this section, any and all information or data, regardless of whether it is in tangible form, disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) that the Disclosing Party has either (a) marked as confidential or proprietary; (b) identified in writing as confidential or proprietary within thirty (30) days of disclosure to the other Party; provided, however, that a Disclosing Party’s business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services shall be deemed Confidential Information of the Disclosing Party even if not so marked or identified; or (c) would be reasonably understood by the Receiving Party as the Disclosing Party’s Confidential Information at the time of disclosure.  Information will not be deemed “Confidential Information” if such information: (i) is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the Receiving Party; or (iv) is independently developed by the Receiving Party.
You and Company acknowledge that the Confidential Information constitutes valuable trade secrets and proprietary information, and you and Company agree to use the Confidential Information of the other Party solely in accordance with the provisions of these Terms of Use and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted in these Terms of Use.  Nothing in this section is meant to restrict or otherwise limit the exercise by a party of the rights and licenses granted to it under these Terms of Use; provided that such party uses reasonable measures to protect the confidentiality and value of the other party’s Confidential Information. Either party may disclose this Agreement, in whole or in part (a) to its employees, officers, directors, attorneys, auditors, legal advisors, financial advisors, potential acquirers and/or subcontractors who have a need to know and in each case are legally bound to keep such information confidential by professional ethical duties and/or confidentiality obligations consistent with those of these Terms of Use; and (b) as reasonably deemed by a party to be required by law (in which case each party shall provide the other with prior written notification thereof, shall provide such party with the opportunity to contest such disclosure, and shall use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law).  Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each Party shall promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in these Terms of Use. Upon the termination of these Terms of Use, each Receiving Party agrees to promptly return to Disclosing Party or destroy all Confidential Information of the disclosing Party that is in the possession of receiving party and to certify the return or destruction of all such Confidential Information and embodiments.
  • Suggestions and Feedback In consideration of access to the Applications, you hereby irrevocably and exclusively assign, convey, transfer and set over absolutely to Company, all rights, title and interests in and to (whether or not now existing) in and to all ideas, suggestions, enhancements, recommendations or other feedback (collectively, “Feedback”) provided by you, including without limitation any and all intellectual and proprietary rights therein. Without limiting the foregoing, Company shall have all rights to use, reproduce, modify, edit, adapt, publish, sell, translate, create derivative works from, distribute, transmit, display, perform, and license and/or sell Feedback, contribute or otherwise provide to or through the Applications (in whole or part) and/or incorporate such Feedback, in whole or in part, in other works in any form, media or technology now known or later developed for any purpose without compensation to you or any third party.  Company grants to you a non-exclusive, non-transferable (except in accordance with the assignment provisions of these Terms of Use), non-sublicensable right and license to use any such Feedback for your own purposes solely to the extent necessary to fully utilize the Services.

  • Privacy – Your privacy is important to us.  We maintain our Privacy Policy at this [LINK].  We agree to use your information in accordance with our Privacy Policy, and you consent and acknowledge that your information may be used in accordance with our Privacy Policy.  We reserve the right to store all information transmitted via our Services and to use it in accordance with our Privacy Policy. We reserve the right to modify our Privacy Policy from time to time, effective upon posting the revised version on our Site.  We encourage you to periodically check the Applications for updates. If you disagree with anything in our Privacy Policy, you should close your account and discontinue using our Services.

  • Connection Requirements – You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use these Applications, and Company reserves the right to change the access configuration of the Applications at any time without prior notice.

  • Accounts – In order to access certain content or features of the Applications and the Platform you may be required to register with Company and create an account. You must not use domain names or web URLs in your username. Your account gives you access to certain portions of the Applications, Platform, the Services and future functionality that Company may establish and maintain from time to time and in its sole discretion. By providing Company your email address you consent to our using the email address to send you notices related to the Applications, Platform and Services, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Applications and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your [USER PROFILE/OPT-OUT]. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You may control your user profile and how you interact with the Applications by changing the settings in your Account Page at [ACCOUNT PREFERENCES PAGE]. You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, followers, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, Company prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to Company upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. Do not provide your password to any other person or use any other person’s username and password. You must notify Company immediately of any breach of security or unauthorized use of your account. Company will not be liable for any losses caused by any unauthorized use of your account.
  • Fee Agreement – The fee agreement between you and Company is in accordance with the chart below. The fee in the fee schedule will be the only fee collected by TermSt. and may be paid by the borrower or the lender.

Loan Amount Servicing Strip
>$10 million 0.05%
$7 million – <$10 million 0.06%
$5 million – <$7 million 0.07%
$3 million – <$5 million 0.12%
$1 million – <$3 million 0.15%

  • Other Fees –  You as a borrower may be required to pay the customary financing fees, escrow/closing and other reasonable expenses necessary for the closing of any funded commercial real estate project, including without limitation title insurance, attorney’s fees, escrow, notary, tax service, recording, structural/seismic report, environmental audit fees, survey fees, credit reports, commitment and standby fees, if any, and appraisals if required.

  • Suspension.  The Company reserves the right to suspend your access to the TermSt. Platform with notice in the event of Your non-payment of outstanding invoices.

  • TermSt.’s Due Diligence in Securing a Funding Resource and Exclusion of Liability. The Company will use best efforts to exercise appropriate due diligence in connecting you through your use of the TermSt. Platform with a loan satisfactory to you from the available lending institutions or private lending sources. The Company has no authority to make promises, representations or warranties for lender(s) unless the terms are set forth in writing signed by the lender. TermSt. shall have no liability whatsoever if it is unable to obtain a lender(s) willing and able to fund your loan or in any instance in which you choose a lender and the lender fails to close the loan transaction. Additionally, TermSt. shall have no liability in the event borrower fails to close on the purchase of a property which results in forfeiture of earnest money deposited for any potential purchase.

  • Representation and Warranties of Borrower.  If you are a Borrower you represents that the information furnished, is true, accurate and complete to the best of the your knowledge and belief and no material information has been withheld.

  • Borrower’s Agreement to Cooperate: If you are a Borrower you agree to cooperate with gathering and providing the necessary information and documentation for the lender(s) intending to make the loan. Your satisfaction with the loan terms shall be evidenced by your written execution of the loan documents submitted to the escrow holder by the lender(s).

  • Borrower’s Authority: As the Borrower you grant to TermSt. the exclusive right to obtain a loan for the submitted commercial property. TermSt. will obtain contingent approval for funding within 60 days of the borrower submitting a complete application and the requested documentation. If TermSt. is unable to obtain a contingent approval within 30 days, this exclusive right is terminated.

  • Prohibited Use – Any use or attempted use of the Applications or Platform (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) interfere with any other party’s use and enjoyment of the Applications or Platform, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Company to be made accessible to a user, or (vi) attempt to obtain any materials or information through any means not intentionally made available by Company, or (vii) any use other than the business purpose for which it was intended, is prohibited.
In addition, in connection with your use of the Applications or Platform, you agree you will not:
  • Upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
  • Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Company representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
  • Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  • Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
  • Use the Applications’ or Platform’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
  • Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
  • Violate any applicable local, state, national or international law;
  • Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
  • Delete or revise any material posted by any other person or entity;
  • Manipulate or otherwise display the Applications by using framing, mirroring or similar navigational technology or directly link to any portion of the Applications other than the main homepage, www.termst.com, in accordance with the Limited License and Site Access outlined above;
  • Probe, scan, test the vulnerability of or breach the authentication measures of, the Applications or any related networks or systems;
  • Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Products and Services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so;
  • Harvest or otherwise collect information about others, including e-mail addresses; or
  • Use any robot, spider, scraper, or other automated or manual means to access this Application, or copy any content or information on these Applications.
  • Company reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the your access and/or your account. Company may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Company reserves the right at all times to disclose any information as Company deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company’s sole discretion.

  • Compliance with Laws.  You agree that you are responsible for, and agree to abide by all laws, rules, ordinances, or regulations as applicable.

  • Right to Monitor – Company neither actively monitors general use of the Applications or Platform under normal circumstances nor exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or other material created or accessible over or through these Applications. However, Company does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Company’s sole discretion, may be illegal, may subject Company to liability, may violate these Terms of Use, or are, in the sole discretion of Company, inconsistent with Company’s purpose for these Applications.

  • No Company Editorial Control of Third Party Content; No Statement as to Accuracy – To the extent that any of the Content included in the Applications is provided by third party content providers or other website users, Company has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers or users on the Applications are those of such third party suppliers or users, respectively. Company does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on the Applications or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Company.

  • Links to Third Party Applications – The Applications may contain hyperlinks to other sites owned and operated by parties other than Company. Such hyperlinks are provided only for ready reference and ease of use. We do not control such Applications and cannot be held responsible for their content or accuracy and do not endorse these sites unless we specifically so state. In the event the Applications provide hyperlinks to other websites or applications that are not owned, operated or maintained by Company, you acknowledge and agree that Company is not responsible for and is not liable for the content, products, services or other materials on or available from such websites or applications.  We accept no liability for any information, products, advertisements, content, services or software accessible through these third party websites or applications or for any action you may take as a result of linking to any such website or application. Any such websites or applications are likely to set forth specific terms of use and privacy policies that you should review. Company is under no obligation to maintain any link on the Applications and may remove a link at any time in its sole discretion for any reason whatsoever. Company shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website or application. Company is not responsible for the privacy practices of any other websites or applications.

  • Rules for Sweepstakes, Contests, Surveys, and Similar Promotions – Any sweepstakes, contests, raffles, surveys or other similar promotions (collectively, “Promotions”) made available through the Applications will be governed by specific rules that are separate from these Terms of Use.  By participating in any such Promotion, you will become subject to those rules, which may vary from the terms and conditions set forth herein. The Company urges you to read the applicable rules, which are linked from the particular Promotion, and to review our Privacy Policy which, in addition to these Terms of Use, governs any information you submit in connection with any such Promotions.

  • App Store Sourced Apps – In the event that you are provided or use any Applications downloaded from the Apple App Store you will only use the Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. You acknowledge and agree that the availability of the Applications is dependent on the third party from whom you received the Application license, e.g., the Apple App Store (“App Store”).  You acknowledge that these Terms of Use are between you and Company and not with the App Store. Company, not the App Store, is solely responsible for the Applications, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Applications, you may need to have access to a wireless network, and you agree that you will be required to pay all fees associated with such access. You also agree that Company shall not be responsible to pay any fees charged by the App Store in connection with the Applications.  You agree to comply with all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Applications. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms of Use and will have the right to enforce them. Finally, you represent and warrant that (i) you are not located in a 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; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  • Your Warranties to Company.  IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES YOU MAKE TO COMPANY UNDER SECTION 1, YOU REPRESENT AND WARRANT TO THE COMPANY THAT:
      1. ALL INFORMATION THAT YOU PROVIDE TO US IN CONNECTION WITH YOUR USE OF THE APPLICATIONS, PLATFORM, PRODUCTS AND SERVICES IS UP-TO-DATE, ACCURATE AND TRUTHFUL;
      2. YOU HAVE THE AUTHORITY TO SHARE THIS INFORMATION WITH US AND TO GRANT US THE RIGHT TO USE THIS INFORMATION AS PROVIDED IN THESE TERMS;
      3. YOU HAVE THE RIGHT TO GRANT US THE LICENSES SPECIFIED HEREIN;
      4. YOU EITHER ARE THE SOLE AND EXCLUSIVE OWNER OF ALL USER CONTENT OR YOU HAVE ALL RIGHTS, LICENSES, CONSENTS AND RELEASES NECESSARY TO GRANT THE LICENSE TO THE USER DATA AS SET FORTH ABOVE;
      5. NEITHER THE USER DATA, NOR YOUR SUBMISSION, UPLOADING, PUBLISHING OR OTHERWISE MAKING AVAILABLE OF SUCH USER CONTENT, NOR COMPANY’S USE OF THE USER DATA AS PERMITTED HEREIN WILL INFRINGE, MISAPPROPRIATE OR VIOLATE A THIRD PARTY’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, OR RIGHTS OF PUBLICITY OR PRIVACY, OR RESULT IN THE VIOLATION OF ANY APPLICABLE LAW OR REGULATION INCLUDING APPLICABLE PRIVACY AND DATA SECURITY LAWS;
      6. YOUR ACCEPTANCE AND USE OF THE SERVICE PURSUANT TO THESE TERMS DOES NOT VIOLATE ANY APPLICABLE LAW OR OTHER CONTRACT OR OBLIGATION TO WHICH YOU ARE A PARTY OR BY WHICH YOU ARE OTHERWISE BOUND; (G) YOU WILL NOT USE THE APPLICATIONS, PLATFORM, PRODCUT OR SERVICES FOR ANY ILLEGAL PURPOSE; AND (H) YOU WILL ONLY USE THESE IN ACCORDANCE WITH THE TERMS AND APPLICABLE LAW.
  • Disclaimer – Content and other information contained on the Applications has been prepared by Company as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. Company has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to the Applications or any other Application maintained by Company. Users relying on Content or other information from the Applications do so at their own risk.
The information and descriptions contained herein are not intended to be complete descriptions of the terms, exclusions and conditions applicable to the Products and Services, but are provided solely for general informational purposes; please refer to the relevant product or services agreement for complete terms and conditions. Should you purchase a product or service from Company or a third party, the terms and conditions applicable to that transaction will govern such entry or purchase, as applicable, and your use of the Applications does not affect that purchase in any manner. YOUR USE OF THE APPLICATIONS AND PLATFORM IS AT YOUR SOLE RISK. ALL CONTENT, PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, TIMELY, ACCURATE, OR ERROR-FREE OPERATION, OR FREEDOM FROM COMPUTER VIRUS OR MALICIOUS CODE. COMPANY MAKES NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.
  • Limitation of Liability
YOU UNDERSTAND AND AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE APPLICATIONS OR PLATFORM; (B) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BYLAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE APPLICATIONS OR PLATFORM; (C) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (D) ANY ERRORS OR OMISSIONS IN THE APPLICATIONS’ OR PLATFORM’S OPERATION; OR (E) ANY DAMAGE TO YOUR COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PRODUCTS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE APPLICATIONS, PLATFORM, PRODUCTS AND SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE APPLICATIONS, PLATFORM, PRODUCTS AND SERVICES OR CONTENT, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATIONS AND PLATFORM IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE COMPANY AND ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE APPLICATIONS. OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE APPLICATIONS, FEES, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50.  YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE APPLICATIONS AND PLATFORM WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THIS AGREEMENT. BY ACCESSING THE APPLICATIONS AND PLATFORM, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
  • Indemnification – You agree to defend, indemnify, and hold harmless Company, its affiliates, its contractors, and all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from these Applications or Platform, your use of these Applications or Platform, your fraud, violation of law, or willful misconduct, and any breach by you of these Terms of Use.
If your use of the Applications of Platform has become, or in Company’s opinion is likely to become, the subject of any claim of infringement, Company may at its option and expense (a) procure for you the right to continue using the Applications or Platform; (b) replace or modify the Applications of Platform to make it non-infringing so long as the Applications or Platform have at least equivalent functionality; (c) substitute an equivalent for the Applications or Platform, or (d) terminate this Agreement. Notwithstanding the foregoing, Company shall have no liability or obligation with respect to any claim caused in whole or in part by (a) compliance with designs, guidelines, plans, Content or specifications provided by you; (b) modification of the Applications or Platform by any party other than Company without Company’s express consent; or (c) the combination, operation or use of the Applications or Platform with other applications, portions of applications, products, data or services where the Applications or Platform would not by itself be infringing.  THIS SECTION STATES COMPANY’S ENTIRE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND YOUR EXCLUSIVE REMEDY (AT LAW OR IN EQUITY), WHETHER STATUTORY, CONTRACTUAL, EXPRESS, IMPLIED OR OTHERWISE, FOR ANY CLAIM OF ANY NATURE RELATED TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY.
  • Notices – Any notices to you from Company regarding the Applications of Platform or these Terms of Use will be posted on the Applications or made by e-mail or regular mail.

  • Electronic Communications – When you visit the Applications or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Applications. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

  • Not A Broker – Company is not a licensed securities dealer, mortgage or other broker or U.S. investment adviser, or certified public accountant.  None of the information contained in these Terms of Use constitutes a solicitation for any purpose in any form or content, nor an offer to sell and/or buy securities, mortgages and/or properties.  Company is not a licensed real estate broker and does not broker real estate transactions. Company does not act as a real estate agent for you or any other user. Company does not sell, buy, or negotiate the purchase, sale, or exchange of real property. Further, Company does not lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property.  Nothing on the Company website constitutes professional and/or financial advice nor does any information on the Company website constitute a comprehensive or complete statement of the matters discussed or the law relating thereto.

  •  Force Majeure.  No Party hereto shall have any liability under this Agreement for such Party’s failure or delay in performing any of the obligations imposed by this Agreement to the extent such failure or delay is the result of any of the following events (each, a “Force Majeure Event”): (i) any fire, explosion, unusually severe weather, natural disaster or Act of God; (ii) epidemic; any nuclear, biological, chemical, cyber or similar attack; any other public health or safety emergency; any act of terrorism; and any action reasonably taken in response to any of the foregoing; (iii) any act of declared or undeclared war or of a public enemy, or any riot or insurrection; (iv) damage to machinery or equipment; any disruption in transportation, communications, electric power or other utilities, or other vital infrastructure; or any means of disrupting or damaging internet or other computer networks or facilities; (v) any strike, lockout or other labor dispute or action; (vi) any action taken in response to any of the foregoing events by any civil or military authority; or (vii) any other event beyond such Party’s control; provided that financial inability in and of itself shall not be a Force Majeure Event.

  • General Provisions

  • Entire Agreement – These Terms of Use, the Privacy Policy, and other policies Company may post on the Applications constitutes the entire agreement between Company and you in connection with your use of the Applications, Platform and the Content, and supersedes any prior agreements between Company and you regarding use of the Applications or Platform, including prior versions of these Terms of Use.

    1. Relationship of the Parties.  You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms of Use or your access or use of the Applications.  Our performance under these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your access or use of the Applications or Platform or information provided to or gathered by us with respect to such use

  • Waiver.  The waiver by Company of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

  • Severability – If any provision or part of these Terms of Use will, to any extent, be or become invalid, illegal or unenforceable, the remainder of these Terms of Use will continue in effect, and every other provision will remain valid and enforceable to the full extent permitted by applicable law.  In such event, the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, to the extent consistent with the intent of you and Company as of the Effective Date.

  • Governing Law; Jurisdiction; Venue; Severability of Provisions – The Terms of Use are governed by the laws of the State of Georgia, USA and controlling United States Federal Law without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to these Terms of Use shall be brought exclusively in the federal or state courts of Georgia and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of these Terms of Use apply to the maximum extent permitted by law. We both agree that if any provision of these Terms of Use is found by a court of competent jurisdiction to be unenforceable as written, then that part will be replaced with terms that most closely match the intent of the unenforceable provision to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

  • No Agency Relationship – Neither these Terms of Use, nor any Content, materials, features, or Products and Services of the Applications or Platform create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

  • Time Limitation on Claims — You agree that any claim you may have arising out of or related to your use of the Applications or Platform or your relationship with Company must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

  • Remedies – You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

  • Contacting Us. If you have any questions or concerns about these Terms of Use, please contact us at feedback@termst.com or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.
TermSt. 75 5th Street NW Suite 3404 Atlanta, GA 30308