GENERAL PROVISIONS

Membership Privileges
Membership privileges are granted by Net Gain Real Estate to individuals exclusively and are granted specifically to the subscribing registered member only. No employee, independent contractor, agent, or affiliate of a competing real estate information service is permitted to access any of the Password Protected Areas of the Net Gain Real Estate web site without express written permission from Net Gain Real Estate. 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 Net Gain Real Estate. Net Gain Real Estate requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to the Net Gain Real Estate system. Members are not permitted to share their individual logon information with others. Net Gain Real Estate has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions herein.

Net Gain Real Estate utilizes email as a vital and primary communication channel with customers. As a registered user, Customers hereby acknowledge and grant Net Gain Real Estate the permission to communicate with customers via email (as well as other communication channel such as phone and fax) for any purposes Net Gain Real Estate determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Net Gain Real Estate will use best efforts to honor Customers request to opt out of marketing messages, but under no circumstances will Net Gain Real Estate have any liability for sending any email to its registered users/customers.

Use of Information
Customer agrees to treat all information obtained from the Net Gain Real Estate Web site as proprietary to Net Gain Real Estate. Net Gain Real Estate does not ensure the accuracy of any Content and Customer uses such Content at the Customer’s own risk. All Content offered by Net Gain Real Estate to Customer IS PROVIDED SOLELY FOR GENERAL INFORMATION, AND DO NOT CONSTITUTE REAL ESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. BEFORE ACTING ON ANY INFORMATION PROVIDED BY NET GAIN REAL ESTATE, CUSTOMER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.

Customer shall limit access to and use of Net Gain Real Estate Web site content to personal and internal use, and shall not use any information obtained from the Web site for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Net Gain Real Estate content.

Unsolicited Commercial Email (Spam)
Net Gain Real Estate prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Net Gain Real Estate has the right to revoke the privileges of any customer or company that breaches these terms.

Ownership and License Grant
Net Gain Real Estate retains all rights (including Intellectual Property Rights as defined below), title and interest in the Net Gain Real Estate Web site, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Net Gain Real Estate’s technology or delete or alter author attributes or copyright notices. Customer shall use the Net Gain Real Estate system solely for their own use and shall not allow others to use the Net Gain Real Estate system under or through that Customer’s login ID/email and password.

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 NET GAIN REAL ESTATE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Net Gain Real Estate (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 Net Gain Real Estate (and Net Gain Real Estate’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 Information or the Deliverables.

Warranty Disclaimers
THE INFORMATION AND SERVICES PROVIDED BY NET GAIN REAL ESTATE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. NET GAIN REAL ESTATE MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO INFORMATION AND SERVICES, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND NET GAIN REAL ESTATE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED KINGDOM, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.

Links to Third Party Sites
This web site may contain hyperlinks to other web sites operated by parties other than Net Gain Real Estate which are beyond Net Gain Real Estate’s control. Parties other than Net Gain Real Estate may provide services or sell product lines on this site that take you outside of our service. For example, if you click on a banner advertisement the click may take you off the Net Gain Real Estate site. Net Gain Real Estate does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their web sites. Net Gain Real Estate does not assume any liability for the actions, product, and content of all of these and any other third parties. Net Gain Real Estate makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party web sites. When you click on a link that leaves the Net Gain Real Estate site, the site you will land on is not controlled by Net Gain Real Estate and different terms of use and privacy statements may apply. Net Gain Real Estate also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of Net Gain Real Estate
Net Gain Real Estate 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 Net Gain Real Estate’s Web site, located at http://www.netgainrealestate.com.

Copyright Complaints
If you believe that your work has been copied onto Net Gain Real Estate in a way that constitutes copyright infringement, please provide Net Gain Real Estates copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Net Gain Real Estate that your copyrighted material has been infringed.
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work that you claim has been infringed upon;
• A description of where the material that you claim is infringing is located on Net Gain Real Estate, with identifying information for the listing, if applicable;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Address for Net Gain Real Estate’s copyright agent:
800 El Camino Real West, Suite 180
Mountain View, CA 94040
Attn: Copyright

Governing Law
This Agreement, and the Deliverables provided by Net Gain Real Estate, shall be governed by the laws of the State of California, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Santa Clara County, California for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

Assignment
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, sublicensed or otherwise transferred by Customer without the prior written consent of Net Gain Real Estate, which retains the right to withhold consent in its sole discretion.

Notices
All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at Net Gain Real Estate.

Entire Agreement
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 this Agreement.

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