Please review the following terms and conditions carefully. These Terms and
Conditions, together with the Fees
and Payment terms (for Listing Agents joining the BrokerSelect Network only) constitute a legally binding
contract between you ("You" or "Your") and BidSource Technologies®, L.L.C. ("BST," "We," "Us," or "Our") regarding
Your access to and use of the BST web site (the "Site"). BST offers access to certain tools and services accessible
through the Site, including, but not limited to, BST's real estate sales management and communication system (the "BST Service").
In addition to any terms and conditions set forth in an agreement between BST and You,
You must also read, agree with, and accept all of the terms and conditions contained in these Terms and Conditions and the
which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a user of
the BST System ("Authorized User").
If You are not an Authorized User or authorized affiliate of an Authorized User, You may access the Site only for informational purposes, but may not receive a user name or password, or access password-restricted information, access or receive confidential information, or use the BST System.
You agree to use Your limited rights of access and use of the BST System only to perform Your customary functions within real estate asset management.
BST reserves the right to change these terms and conditions and/or the Fees and Payment terms and/or the BST System from time to time at its sole discretion by posting such revised terms and conditions on the Site or providing the modified BST System via the Site. Your continued use of the Site following any such change constitutes Your acknowledgement of any such change and Your agreement to follow and be bound by the modified terms and conditions of these Terms and Conditions, if any.
BST reserves the right to remove a listing and/or Your access to the site at any time in the exercise of BST's sole discretion.
Password and Security
Upon initial registration, you will be prompted to select a username and password. You should select a password suitable to allow You to securely access Your account, and that will be difficult for others to easily discover. You should avoid using as passwords information about Yourself (e.g., birthdates, children's names, social security numbers) that are readily known by others.
We use many techniques to identify users when they register on our Site. However, because user verification on the Internet is difficult, BST cannot and does not confirm each user's purported identity.
You are solely responsible for any and all activities that occur under Your account/password and for ensuring that You exit or log-off from Your account at the end of each session of use. You shall notify BST immediately of any unauthorized use of Your password or account or any other breach of security that is known or suspected by You. User accounts cannot be "shared" or used by more than one individual. If You are an Employee of an Authorized User, the Authorized User shall be bound by Your use of the Site and/or the BST System.
You agree not to:
upload, transmit, post, email or otherwise make available to the Site or the BST System, any content or other material in any format that: (i) is false, inaccurate, misleading, fraudulent, unlawful (including, but not limited to, laws governing consumer protection, unfair competition, anti-discrimination, or false advertising), harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another's privacy, libelous and/or otherwise objectionable; (ii) infringes any third party's intellectual property, whether a copyright, patent, trademark, trade secret, or other proprietary right or rights of publicity or privacy; or (iii) contains viruses, worms, Trojan horses, time bombs, cancelbots, easter eggs, corrupted files, or any other similar software or programs designed to interrupt, interfere, intercept, expropriate, destroy or limit the functionality of any data, personal information, computer software or hardware or telecommunications equipment, including without limitation any denial of service;
alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Site or via the BST System or contained in a file that is uploaded to the Site or the BST System;
impersonate any person or entity, including, but not limited to, a BST official or representative, falsely state or otherwise misrepresent Your affiliation with a person or entity;
attempt, through any means, to gain unauthorized access to the Site or the BST System, or another user's account on the Site and/or the BST System;
forward or otherwise provide any information regarding the Site and/or the BST System to any third party;
use any robot, spider, other automatic device, or manual process to monitor or copy any information or content contained in the Site and/or the BST System without Our prior express written permission, which shall be delayed or denied in Our sole discretion. Additionally, You agree that You will not take any action that imposes an unreasonable or disproportionately large load on the Site's and/or BST System's infrastructure;
create liability for BST or cause BST to lose (in whole or in part) the services of its ISPs or other suppliers; or
list or offer any item or service on the Site (or consummate any transaction that was initiated
using the BST System) that, by paying to BST a fee or other consideration, would cause BST to violate any applicable law,
You hereby acknowledge and agree that the Site is solely an access point to an electronic marketplace, where you and another seller or purchaser of real property may conduct business. Unless specifically otherwise stated, BST is not a principal in any sale or transaction. BST does not screen purchasers or sellers, agents or principals, and it is solely your responsibility to set the terms and conditions of your contract and sale, and to administer, monitor, and enforce the same. You may be requested by the Seller to submit a written contract within a suggested time frame of bid acceptance, but BST will not enforce, or assist in enforcing, any time frames, responses, or contract provisions. By use of the Site, you agree to assume sole and complete responsibility for utilizing a satisfactory appropriate, and binding form of sales contract, and for administering and enforcing the same.
The use of any device, software or routine that interferes or attempts to interfere with the proper working of the Site or the BST System is expressly prohibited. You may not disclose or share Your password with any third party or use Your password for any unauthorized purpose. In any case, You remain solely responsible for any authorized or unauthorized use of Your password.
BST reserves the right to terminate your account and prohibit use of the system if you engage in any activity identified in sections a. and b. above.
Proprietary Rights Restrictions
All material on the Site, including, without limitation, all informational text, design of and "look and feel," layout, photographs, graphics, audio, video, messages, files, documents, images or other materials and certain materials available through the BST System (collectively, the "Materials"), whether publicly posted or privately transmitted, as well as all derivative works, are owned by BST or other parties that have licensed their material to BST, and are protected by copyright, trademark and other intellectual property laws. BST disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images and service marks displayed on the Site and/or the BST System are the property of either BST or other third parties. You agree not to display or use such marks without BST's and/or the owners' (if applicable) prior written permission.
The Materials may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means. Any modification of the Materials, use of the Materials on any web site or networked computer environment, or use of the Materials for any purpose other than personal, non-commercial use is a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited.
If You have registered with BST and have a valid user name and password, BST grants to You a personal, non-exclusive, non-transferable license to use and display the audio and visual information, documents, products and software contained in or made available through the BST System (the "Content") solely for Your own internal business purposes. All rights not expressly granted herein by BST to You are reserved by BST and/or its licensors.
BST alone shall own all right, title, and interest, including all related intellectual property rights, to any suggestions, ideas, feedback, recommendations, or other information provided by You relating to the Site and/or the BST System ("Submissions"), and You agree to assign such Submissions to BST free of charge. BST may use or not use such Submissions as it deems appropriate in its sole discretion.
You acknowledge that the BST System is unique and valuable and has been developed or otherwise acquired by BST at great expense, and that any unauthorized disclosure or use of the BST System, or any component thereof, would cause BST irreparable injury and loss, for which damages would be an inadequate remedy.
All Authorized Users shall advise all of its employees, agents or contractors that they are bound by the confidentiality terms of this Agreement. Further, You agree that during Your access/use of the Site and/or the BST System You may receive information relating to BST, the Site and/or the BST System that is not generally known or that is of a proprietary nature (collectively and individually, the "Confidential Information"). You agree not to use or disclose any Confidential Information except for the purpose of meeting Your obligations under this Agreement, and will not use Confidential Information for any other purpose whatsoever. Confidential Information shall not include any information that is (a) generally known or available to the public; (b) already known at the time of receiving the Confidential Information through no wrongful act of the other party; or (c) furnished by a third party with the right to do so. In the event that You are required to disclose Confidential Information to a court or government agency, You agree, prior to any disclosure, and as soon as practicable, to notify BST in writing and allow BST the adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information.
Links to Other Web Sites
The Site and/or the BST System may contain links to/from third party sites. The linked sites are not under the control of BST. BST does not endorse, adopt or undertake any control or responsibility for the content or privacy practices of any linked site, including, but not limited to, information provided at the Site that may link the user to yet another third-party web site or material. In no event shall BST or its affiliates be responsible for any content, practices, services, products or other materials on or available through any such third-party sites, including without limitation all mapping, imaging and social media or networking sites.
Information Provided by User
The Site is comprised of multiple components (including, but not limited to, the BST System and its subcomponents), each providing different aspects of the total Site, and each accessible by different parties and users. Any information provided by You or other clients accessing the Site and utilizing the BST System is provided "AS IS" and is subject to the Disclaimer of Warranties set forth below. Further, BST shall not be liable or responsible for the accuracy, completeness or use of any information, or any portion thereof, provided by any client or other user.
Ownership of any data or other information supplied by You, and stored within, the BST System, including
Your corporate data, registration data, and any information supplied and input by or on behalf of You (collectively, "Your Data") shall
remain with You and/or its owner, if not You, as applicable. You hereby grant to BST a non-exclusive right and license to access, archive
and otherwise use Your Data for any and all purposes associated with the Site and/or the BST System, including, without limitation,
the use of same by BST to fulfill its obligations under this Agreement, and in accordance with BST's then-current
You further hereby grant to any other user, as applicable, of the BST System a non-exclusive right and license to access, archive and otherwise
use Your Data for any and all purposes associated with that users' participation in and use of the Site and/or the BST System.
BST may contract with a third party to maintain and host the Site. Therefore, any information You submit, including Private Information, may be placed and stored on a computer server maintained by this third-party host. The third party has implemented technology and security features and strict policy guidelines to safeguard the privacy of your Private Information from unauthorized access or improper use. Your use of the Site and the BST System, and any provision of Private Information You submit to the Site constitutes Your acknowledgement that such information or content could pass through and may be stored in servers outside the control of BST. You agree that BST has no liability or responsibility for any such pass-through or storage of same.
Term and Termination
This Agreement shall commence upon the date you indicate Your acceptance of the Terms and Conditions and the Fees and Payment terms, and, shall continue until terminated as set forth below.
Either party may terminate this Agreement for any reason, including, without limitation, for convenience, upon thirty (30) days' written notice of same.
Termination of this Agreement shall not relieve either party of the obligations incurred hereunder pursuant to Sections 3-5, 7, 9(d) and 10-13 hereof, which Sections shall survive such termination.
Upon termination of this Agreement for any reason, You shall immediately cease Your access of the Site and shall cease any and all use of the BST System, or any components thereof. You shall further return or destroy any and all copies of any documentation, notes and other materials (e.g., training materials) associated with the BST System.
Representations and Warranties
BST and You each represent and warrant that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.
You represent and warrant that You have all of the certifications, licenses, permits and any other materials or documentation required for You to engage in Your business and required for You to access the Site and/or use the BST System, including, without limitation, engaging in such business online.
Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE BST SYSTEM IS AT YOUR SOLE RISK. THE SITE, THE BST SYSTEM AND ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BST OR THROUGH THE SITE OR THE BST SYSTEM SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
BST MAKES NO WARRANTY THAT THE BST SYSTEM OR ANY CONTENT PROVIDED THROUGH THE SITE, THE BST SYSTEM, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT THE SITE OR THE BST SYSTEM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. FURTHER, BST DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE BST SYSTEM. BST SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY DATA.
YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE BST SYSTEM OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS AT YOUR OWN DISCRETION AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
BST SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED AT THE SITE THROUGH THE SERVICE, OR ANY USE OF SAME BY YOU.
BST AND ITS LICENSORS MAKE NO REPRESENTATION THAT THE SITE, THE BST SYSTEM, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SERVICE FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES.
You agree to indemnify, hold harmless and release BST (and its employees, officers, directors, stockholders, agents, licensors and their respective successors and assigns) from and against any and all claims, damages, costs and expenses, including reasonable attorney's fees, arising from or related to use of the Site, the Service and/or any content contained therein or provided thereby, AND EXPRESSLY INCLUDING, BUT NOT LIMITED TO, information from third party web sites linked to the Site, and/or claims, damages, costs and expenses pertaining to the negligence or wrongful conduct, in whole or in part, of BST.
Limitation of Liability
BST AND ITS EMPLOYEES AND AFFILIATES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, THE BST SYSTEM OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM, OR ANY INFORMATION OBTAINED AT THE SITE THROUGH THE BST SYSTEM, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR FOR THE USE OR MISUSE OF DATA BROUGHT ABOUT BY USE OF THIRD-PARTY SERVERS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES EVEN IF FORESEEABLE OR BST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT BST'S LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT PAID FOR SERVICES PAID TO BST.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to You.
Entire Agreement. This Agreement (Terms and Conditions, Fees and Payment terms and all Exhibits hereto, which are incorporated herein by reference), comprise the entire agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage, or custom shall be deemed to amend or modify this Agreement.
Independent Contractors. The relationship of the parties hereunder shall be that of independent contractors. Nothing in this Agreement shall be construed to constitute a partnership between or joint venture of the parties, nor shall either party be deemed the agent of the other party or have the right to bind the other party in any way without the prior written consent of such party, except as specifically provided in this Agreement.
Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party that has given such waiver or excused such breach.
Governing Law. ANY LEGAL CLAIMS BROUGHT BY YOU AGAINST BST SHALL BE BROUGHT IN DALLAS COUNTY, DALLAS, TEXAS, AND SHALL BE GOVERNED BY TEXAS LAW WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.
Force Majeure. Except with respect to payment of Fees, in the event that either party hereto shall be delayed or hindered or prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor troubles, inability to procure materials or services, failure of power, riots, insurrection, war or other reasons of a like nature not the fault of the party, such party's failure to act or perform shall be excused.
Notices. All notices, requests, demands, directions, and other communications given to or made upon any party hereto under the provisions of this Agreement shall be in writing (including facsimile communication), shall be deemed given when received, and shall be delivered or sent as follows:
If to You:
To the then-current address or other contact information You have on file with BST.
If to BST:
16850 Dallas Pkwy, Suite 1200
Dallas, TX 75248
Either party may at any time designate another address for the receipt of notice by notifying the other party in accordance with this Section 12.6.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court or agency of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid and enforceable provision. The remainder of this Agreement shall nevertheless continue in full force and effect to the extent that continued operation under this Agreement without the invalid or unenforceable provision is consistent with the intent of the parties as expressed in this Agreement.
Taxes. You shall pay any federal, state, county or local sales, property, investment, use and/or other applicable taxes arising out of Your use of the Site and/or the BST System, or any transactions occurring in whole or in part via same, except any taxes on BST's income, whenever imposed.