General Terms and Conditions
The submission of information to AssetLyst (as defined below), access to, and use of the AssetLyst website (located at www.Assetlyst.com), and the real estate information services provided thereon (collectively, the “Service”) is subject to the following contractually binding terms and conditions (the “Terms and Conditions” or the “Agreement”).
These Terms and Conditions refer to Users and Customers collectively as “You.” No employee, independent contractor, agent, or affiliate of any competing real estate information, analytics or listings service is permitted to be a User or a Customer or to view, use, or access the AssetLyst website without express written permission from AssetLyst. By viewing, using, or accessing the Service, You represent and warrant that You are not a competitor of AssetLyst, including without limitation any company owned or operated by AssetLyst or acting on behalf of a competitor of AssetLyst in registering for or accessing the Service.
Membership privileges are granted by AssetLyst to individuals exclusively and are granted specifically to the subscribing registered member only. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered Member without the express written permission of AssetLyst. By completing the registration process, You become a “Member,” and You represent and warrant that the information You provide is true, accurate, complete, and current. Each Member must maintain a valid email address and a password, which shall be utilized for logging on to the AssetLyst system. Members are not permitted to share their individual login information with others. AssetLyst has the right to refuse or terminate service to any Member, individual, organization, or firm (and all persons associated or affiliated with said organization or firm) that fails to abide by the Terms and Conditions, the Listing Policies as posted and displayed on the AssetLyst website, or abuses its rights related to the Service.
AssetLyst utilizes email as a vital and primary communication channel with Members, who hereby acknowledge and grant AssetLyst the permission to communicate with them via email (as well as other communication channels such as phone) for any purposes AssetLyst determines to be relevant including, but not limited to, system messages, product updates, service announcements, and other marketing messages. AssetLyst will use best efforts to honor Member’s request to opt out of marketing messages, but under no circumstances will AssetLyst have any liability for sending any email to its Members. By becoming a Member, you acknowledge and agree that the Company may record telephone and other electronic communications it has with you for their internal business purposes, including but not limited to training and quality assurance purposes.
Submission and Administration of Listings
Members may submit to AssetLyst property descriptions, photographs, images, videos, graphics and financial, contact or other information (collectively, the “Submitted Content”) for each listing in AssetLyst. By submitting a listing, Member represents, warrants and agrees that (a) You own or have the full right, power and authority to grant to AssetLyst use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to AssetLyst; (b) Your license of such content to AssetLyst hereunder does not, and the use or license of such content by AssetLyst to third parties will not, infringe any right or interest owned or possessed by any third party; (c) there are no claims, judgments or settlements to be paid by You, or pending claims or litigation, relating to such content; and (d) You will fully indemnify AssetLyst against any and all damages or other losses, and any related attorney’s fees, other fees, and/or expenses, incurred by the Company as a result of any breach of the foregoing representations or in connection with Your Submitted Content, including without limitation as a result of any claim brought by a third party in connection with Your Submitted Content, whether or not such claim prevails. With respect to all Submitted Content You have uploaded in the past or elect to upload in the future, post, e-mail or otherwise transmit to or via the Service, AssetLyst acknowledges that you retain any applicable ownership rights that You may have with respect to the Submitted Content. You nonetheless grant AssetLyst and its affiliates (including other AssetLyst companies) and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all such Submitted Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Member further acknowledges and agrees that AssetLyst may preserve any such Submitted Content, whether submitted in the past or in the future, and may also disclose such Submitted Content in its sole discretion (including without limitation within other products offered by AssetLyst and its affiliates, including other AssetLyst companies). Member agrees not to submit any Submitted Content to AssetLyst unless Member has received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any photographs or videos, to publish and advertise the property listing on Member’s website and AssetLyst’s website. Specifically, Member will not submit a photograph if Member received the photograph from a third-party information provider under the terms of a license that does not allow posting of such photograph or video on the AssetLyst website. Members may only submit videos personally created by them or their direct employees. Members may not upload or otherwise submit videos created or produced by third-party video tour providers. Where Member’s listing incorporates content provided by AssetLyst or its affiliates, such as property photos or other images or information (collectively, “AssetLyst Materials”), Member is granted permission to use such AssetLyst Materials strictly in connection with Member’s AssetLyst listing. All other rights to AssetLyst Materials are expressly reserved. The Company may, in its sole discretion but without any obligation to search for such, remove property listings that are alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Members who are alleged to have submitted property listings, Submitted Content or other information in violation of these binding Terms and Conditions. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Member who repeatedly or knowingly violates these binding Terms and Conditions. Member agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active property listings on the AssetLyst website. The Company shall have the sole authority to choose the manner in which any property listing will be searched, displayed, accessed, viewed, downloaded, copied, and otherwise used on the AssetLyst website and Company shall have the right to modify the property listing in the exercise of its rights under these binding Terms and Conditions. Member (a) represents and warrants that all properties and associated information provided by Member, including Submitted Content, will be accurate; (b) agrees not to post a property listing on the AssetLyst marketplace under a name other than the individually named licensed real estate agent or agents that have been engaged by the property owner to market the property under the terms of a duly executed listing agreement with the owner; (c) agrees to administer the properties provided by Member and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the property listings posted on the AssetLyst website. Member is entirely responsible, and Company accepts no responsibility, for the Submitted Content from the Member. AssetLyst may add digital watermarks to certain parts of your property listing, including photographs. We add these digital watermarks to protect against the copying or further distribution of your photographs without your permission. Member agrees that AssetLyst may adjust portions of the information contained within the Service (e.g., within property listings). Any such adjustments will have no material impact on the meaning and interpretation of property listings, but will serve as a means of uniquely identifying the property listings. Member accepts that this is a legitimate and lawful security precaution on the part of AssetLyst, and accepts further that in the event that any third party has access to property listings that can be identified as having such unique adjustments, this shall constitute a prima facie breach of security and of these Terms and Conditions.
Use of Information
You agree to treat all information obtained from the Service, including AssetLyst Materials, listings, member directory, and any information otherwise made available to You in the Service (individually and collectively, the “Content”) as proprietary to AssetLyst. You agree that Content reserved for Members will be maintained as confidential and shall be protected as a trade secret of AssetLyst. AssetLyst does not ensure the accuracy of, endorse or recommend any Content and You use such Content at Your own risk. You may view, access, or otherwise use the Content solely to obtain initial information from which further evaluation and investigation may commence.
You shall limit access to, viewing of, and use of active property listings and broker directory information to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. You shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to You in the Service, for or in connection with any other listing service or device. You further shall not use the Service in any other manner for or in connection with any other listing service or device. You shall not use the AssetLyst Service as part of any effort to compete with AssetLyst, including without limitation using the AssetLyst Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential AssetLyst customer, nor shall You remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the AssetLyst Service. You shall not use any robot, spider or other automated process to submit listings, monitor, data mine or copy AssetLyst products, services or information; decompile, decode or reverse engineer AssetLyst software; or use AssetLyst products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.
Customer agrees to pay for all products ordered through the AssetLyst website or via the AssetLyst sales team using the payment method indicated, and provides AssetLyst express authorization to charge said fees to the Customer’s payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of AssetLyst products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, AssetLyst may immediately cease to provide any and all Deliverables to the Customer. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At AssetLyst’s option, Customer shall pay such taxes or fees directly or pay to AssetLyst any such taxes or fees immediately upon invoicing by AssetLyst. AssetLyst is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of your state. Customer loyalty or product bundle discounts are subject to cancellation. To view your billing information, visit My Account. Monthly Premium subscriptions will automatically renew using the Customer’s current credit card account number unless Customer or AssetLyst cancels the subscription three (3) days prior to the renewal date. Customer cancellations should be made online via the “My Account” tab, once Customer has logged into www.AssetLyst.com. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. No partial month refunds will be provided. Except as otherwise provided herein, all other member subscriptions, including quarterly and annual commitment subscriptions, will automatically renew for additional terms equaling the original term unless Customer or AssetLyst provides three (3) days’ advance written notice of non-renewal. Quarterly and annual commitment subscriptions may be canceled as of the end of term only; no mid-term cancellations will be permitted. All cancellation and non-renewal requests by Customer will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via the Customer’s email account on record with AssetLyst.
It is the Customer’s responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the “My Account” tab, once Customer has logged into www.AssetLyst.com. AssetLyst does not validate all credit card information required by the Customer’s payment provider to secure payment.
The Customer must notify AssetLyst about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to AssetLyst’s attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies. AssetLyst reserves the right to discontinue the provision of all or any portion of the Deliverables, in which case (i) Customer shall only be responsible for paying fees associated with that portion of the Deliverables (if any) that continue to be provided after the effective date of such termination, and (ii) AssetLyst shall refund any fees (if any) paid by Customer for provision of the discontinued Deliverables after the effective date of such termination.
AssetLyst reserves the right to terminate or suspend a Customer’s account upon a good faith determination of a violation of these binding Terms and Conditions or any material provision of another agreement between the parties or their affiliates. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by you, discontinuance or material modification of AssetLyst services, nonpayment of fees owed by you in connection with AssetLyst or its affiliates’ services, account inactivity or technical or security issues. Upon termination, AssetLyst shall have no obligation to maintain or forward any content in your account.
Ownership and License Grant
AssetLyst retains all rights (including Intellectual Property Rights as defined below), title and interest in the Service, the AssetLyst Website, and all underlying technology and data. You shall use the AssetLyst system solely for Your own individual use and shall not share passwords with others or allow others to use the AssetLyst system under or through that Your login ID/email and password; nor shall any Member use the AssetLyst system to list properties or conduct searches on behalf of other non-Member brokerage, research, analyst, sales or other similar personnel.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL ASSETLYST BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE YOU ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF ASSETLYST’S SERVICES, PRIVATE LISTING FUNCTIONALITY OR MEMBER’S FAILURE TO KEEP LOGIN AND/OR PASSWORD SECURE AND CONFIDENTIAL ARISING OUT OF THESE BINDING TERMS AND CONDITIONS. Your exclusive remedy, and AssetLyst’s entire liability under these Terms and Conditions shall be a refund of the fees paid to AssetLyst hereunder, and in no event will AssetLyst’s liability for any reason exceed such fee. AssetLyst (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the Deliverables, and Customer shall indemnify AssetLyst (and AssetLyst’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from Customer’s use or application of the Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.
THE LISTINGS, SERVICE, PROPERTY COMPS INFORMATION, PROPERTY FACTS INFORMATION, AND ASSETLYST MARKET TREND REPORTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. ASSETLYST MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS, SERVICE, SALES COMP INFORMATION, PROPERTY FACTS INFORMATION, OR ASSETLYST MARKET TREND REPORTS, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND ASSETLYST SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. ASSETLYST MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ASSETLYST’S SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM ASSETLYST’S WEBSITE, INCLUDING LISTINGS, SERVICE, PROPERTY COMPS INFORMATION, PROPERTY FACTS INFORMATION, PRO TOOLS AND ASSETLYST MARKET TREND REPORTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WAIVE ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASSETLYST OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
Maps and Directions Disclaimer
Links to Third Party Sites
Other Rights of AssetLyst
You agree that AssetLyst shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet. AssetLyst shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. AssetLyst shall have no obligation to (i) resolve disputes among Users, Members and/or Customers or (ii) monitor or verify the accuracy or proper use of the Listings. AssetLyst reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on AssetLyst's corporate website, located at http://www.AssetLyst.com.
Claims of Copyright Infringement
If you believe that your work has been copied onto AssetLyst in a way that constitutes copyright infringement, please provide AssetLyst the written information specified below:
- A description of the copyrighted work that you claim has been infringed;
- Identification of the material you claim is infringing, including a description of where such material is located;
- Your address, telephone number, and e-mail address;
- A signed statement that the information in your notice is accurate, that you have a good-faith belief that the identified use is not authorized by the copyright owner, its agent, or the law; and under penalty of perjury, that that you are the copyright owner or are authorized to act on the copyright owner's behalf.
We may forward any notice(s) of alleged infringement to the person(s) who provided the allegedly infringing content. Please note that this procedure is exclusively for notifying AssetLyst that your copyrighted material has been infringed.
Brokers and Agents
Any Customer who identifies himself or herself as a broker or agent on the AssetLyst website member registration form or otherwise purports to be a broker on AssetLyst’s Find a Broker service hereby represents and warrants that Customer is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which Customer is required to be licensed. The Company may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers any Customer whom the Company believes is not a licensed broker or agent in any applicable jurisdiction. The Company may, in its sole discretion, terminate the accounts of, and refuse services to, any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker. AssetLyst does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the website. It is your responsibility to confirm the licensed status of any brokers listed on the AssetLyst website.
Governing Law; Customer Right to Arbitrate
These binding Terms and Conditions, and the Deliverables provided by AssetLyst, shall be governed by the laws of the State of Delaware, without reference to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of the State of Delaware for the adjudication of any disputes or claims arising out of and/or related to these binding Terms and Conditions. If any provision of these binding Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which shall remain in full force and effect.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sub-licensed or otherwise transferred by Customer without the prior written consent of AssetLyst, which retains the right to withhold consent in its sole discretion.
Waiver and Severability
The failure of AssetLyst to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, You agree that the remaining terms and provisions remain in full force and effect.
Except as provided herein, the terms
and conditions of this Agreement constitute the entire agreement between the
parties and supersede all previous agreements and understanding, whether oral
or written, between the parties hereto with respect to the subject matter of