ALN Apartment Data - Compass Program Terms of Service

Terms and Conditions

for ALN Compass Subscription

rev 12/2014

1. Subscriber and System Services. The Compass service is a program based on a database, maintained by ALN Apartment Data, Inc. a/k/a (ALN or Company), which includes information on apartments throughout ALN market areas. The CUSTOMER may access the Compass service via the Internet at www.ALNData.com

2. Fees.Annual subscription fees are priced for nationwide access. Twelve (12) month agreements. All fees are subject to change, during renewals. Failure to timely pay any fees will subject the Subscriber to a restriction of Services. All fees for annual subscriptions shall be non-refundable.

3. Service, Registration and Use.

a. Ownership. The Service is proprietary to Company and is protected by intellectual property laws, including copyrights. Customer access to the Service is licensed and not sold. Company agrees to provide Customer with non-exclusive access to or use of the Service, through access to a web page. Customer does not own any of the information provided by the Service. All resale, redistribution or other forms of dissemination are strictly prohibited.

b. Accessibility. Customer agrees that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation. (i) Equipment malfunctions;(ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or(iii) causes beyond the control of Company or which are not reasonably foreseeable by Company. ALN will strive to perform routine maintenance after the close of regular business hours.

4. Representation and Warranties. Customer represents and warrants to Company that: (a) Customer has the power and authority to enter into and perform all Customer obligations under this Agreement; (b) Customer shall comply with all terms and conditions of this Agreement, including, without limitation, the Acceptable Use Policy; and (c) Customer has provided accurate and complete registration information, including, without limitation, Customer’s legal name, address and telephone number.

5. Acceptable Use Policy. Customer is solely responsible for any and all acts and omissions that occur under Customer’s account or password, and Customer agrees not to engage in unacceptable use of the Service, which includes, without limitation, use of the Service to: (a) disseminate or transmit any unsolicited messages, chain letters or unsolicited commercial email in a manner that violates local, state or federal law; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right to any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication or of the Service; (e) use or allow others to use, the information accessed in the Service to harm Company’s business operations in any way; or (f) Engage in any other activity deemed by the Company to be in conflict with the spirit or intent of this Agreement. Notwithstanding the foregoing, ALN agrees and acknowledges that Customer may use the Services for, among other things, its proprietary contact management system for internal purposes only, or in reports, presentations, memoranda and other tangible and intangible forms, for internal or external distribution, prepared for the purpose of evaluating, assessing, or appraising real property, or for support a report or proposal prepared with respect to the marketing or valuation of real property (collectively, “Reports”), provided however, that all such Reports shall include an original source attribution, as applicable.

6. Additional Limitations on Accessed Information:

a. Security. Customer is solely responsible for the security, confidentiality and integrity of all messages and the content that Customer receives, transmits or stores related, in any way, to the Service. Customer is solely responsible for any authorized or unauthorized access to Customer’s account by any person. Customer agrees to bear all responsibility for the confidentiality of Customer’s password and all use or charges incurred from use of the Service with Customer password, provided that Company shall use best practices to protect Customer’s passwords.

b. Privacy. It is the policy of the Company to respect Customer privacy. Company will not monitor, edit, or disclose any personal information about Customer or Customer’s account, including its contents, without Customer prior consent unless Company has a good faith belief that such action is necessary to (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of Company, (iii) enforce this Agreement; or (iv) protect the interest of users of the Service other than Customer or any other person. Customer IP address is transmitted and recorded with each visits to, or downloads from the service.

c. Third-Party Marketing. Customer shall not outsource the Compass service to any unapproved third-parties for any reason, including but not limited to marketing, analytics or cost. If Customer desires to outsource any services provided under this Agreement, it will do so only with the prior written permission of Company, which can be withheld for any reason. Any third-party access or use must be in compliance with the terms of this Agreement and any such third-party must agree to the terms of Exhibit B, provided within agreement. Customer remains responsible for any damages caused by unauthorized access, use or misappropriation of Company’s products and services.

7. Termination. Either party may terminate this Agreement by delivering at least thirty (30) days advance notice to the other party in the event of a material breach of this Agreement or prior to the expiration of 12 month agreement. In the event of termination by Customer under this provision, Company shall return to customer a pro rate amount of fees already paid by Customer based on the date of termination in relation to the original term of this Agreement. Other than as set forth in Section 12 (c) herein, the parties shall owe no further obligations to each other following the termination of this Agreement.

8. Limitation of Liability.Data provided through the Compass service is compiled from on-site personnel, owners, management companies, various sources of public information, and submissions by Customers, and other sources deemed reliable by ALN. Except as otherwise expressly stated herein, ALN and its third party data suppliers make no guaranty, warranty or representation of currency or accuracy of the data provided through the Vendor Edge Plus and/or Compass service. The Customer also acknowledges and agrees that access to the Compass service may be interrupted for maintenance and upgrading. ALN will not be liable for interruptions to the service, and the fee structure shall not be affected by an interruptions.

9. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE MAXIMUM LIABLITY THAT COMPANY MAY HAVE TO CUSTOMER IS FOR REFUND OR FEES ACTUALLY PAID.

Disclaimer of Warranties.THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. ALN WILL NOT BE HELD RESPONSIBLE FOR THE ACCURACY OF ANY DATA ON THE SYSTEMS. ALN MAKES NO EXPRESS OR IMPLIED WARRANTY IN CONNECTION TO THE VENDOR EDGE PLUS AND/OR COMPASS PROGRAM, OR ANY DATA OBTAINED THROUGH THE VENDOR EDGE PLUS AND/OR COMPASS PROGRAM, AND ANY WARRANTY OF MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS EXPRESSLY DISCLAIMED.

10. Notices. Any notices or communications given pertaining to this Agreement must be in writing, to the addresses set forth below. Notices may be delivered by certified US mail (postage prepaid and return receipt requested); by national courier service, or by hand delivery. Notices sent by mail or courier will be deemed delivered as evidence by the relevant carrier’s deliver record or receipt. Notices delivered by other means will be deemed delivered only when actually received.

11. Indemnity.ALN will indemnify, defend, and hold harmless Customer from and against all losses, expenses, or damages (including without limitation reasonable attorney’s fees) arising from any third party claim or allegation that Customer hereunder, or Customer’s access to or use of any other Services pursuant to this Agreement (when such use or access is in accordance with the terms of this (a) violates any applicable U.S. law or regulation; or (b) infringes, violates, or misappropriates any third party’s US patent, copyright, trademark, or trade secret rights.

Customer agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to Customer’s use of the Service that is not in accordance with this Agreement.

12. Miscellaneous.

a. Law and Venue. This Agreement shall be governed by the laws of the State of Texas without reference to conflicts of law. Exclusive venue for any dispute arising or concerning this Agreement shall be in the federal court district, in the state where the principal executive offices of Company or Customer are located.

b. Waiver and Severability. No failure, delay in exercising or enforcing any right of remedy hereunder by Company shall constitute waiver of any other right or remedy, or future exercise thereof. If any provision of this Agreement is determined to be invalid under any applicable statue or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

c. Survival. The respective rights and obligations of the parties concerning indemnity, limitation of liability, warranty and the use of information survive any termination or expiration of this Agreement.

13. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties pertaining to the Compass service. ALN may make changes to the Compass service at any time, provided that Customer will receive at least substantially similar functionality to that described in this Agreement for the duration of the prepaid subscription term set forth above.

14. Affiliates. The rights and benefits of this Agreement may be extended by Customer to its Affiliates, and exercised personally or through use of contractors, provided such Affiliates and contractors commit (as applicable) to be bound by the restrictions set forth in this Agreement and Customer obtains such express confirmations of this as are necessary; the terms of this Agreement shall be construed accordingly; ALN reserves the right, however, to require its approval (not to be unreasonably withheld) as to any included Affiliates or contractors, which approval shall be granted if Customer agrees to be responsible for any breach hereof by any such Affiliates or contractors. An “Affiliate” of a person shall mean a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. The term “person” shall be read broadly and may include a corporation, partnership, Limited Liability Company, trust, consortium, association, group, company, entity or organization, or a human individual. The term “control” shall mean 51% or more control or, in the case of Customer’s new-homes-new-construction website-related business, 50% or more.