and HomeTelos, L.P. ("HomeTelosFIRST," "We," "Us," or "Our") regarding Your access to and use of the HomeTelosFIRST web site (the "Site"). HomeTelos
offers access to certain tools and services accessible through the Site, including, but not limited to, the HomeTelosFIRST real estate sales management
and communication system (the "HomeTelosFIRST Service").
- Two types of users may access the Site and use the HomeTelosFIRST Service - browsers on the Site that do not have access to password-restricted information
and Authorized Users. Authorized Users have access to password-restricted information and include entities (e.g., brokers) as well as individuals
who register with the Site. An "Employee" is an employee, agent, independent contractor, subcontractor, or other affiliate of an Authorized User.
services are only available to Authorized Users and individuals who can form legally binding contracts under applicable law. Without limiting the
foregoing, Our password-restricted services are not available to minors or to temporarily or indefinitely suspended Authorized Users. If You do not
qualify, You are not authorized to use or access the Site or the HomeTelosFIRST Service.
- 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 HomeTelosFIRST System.
- You agree to use Your limited rights of access and use of the HomeTelosFIRST Service only to perform Your customary functions within real estate asset management.
following any such change constitutes Your acknowledgement of any such change and Your agreement to follow and be bound by the modified terms of
Password and Security
- Upon initial registration, you will be prompted to select a username. The HomeTelosFirst Service will assign a temporary password to you, which you
will be required to change upon initial login. 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, HomeTelos 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 HomeTelos 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 HomeTelosFIRST Service.
You Agree not to:
- Upload, transmit, post, email or otherwise make available to the Site or the HomeTelosFIRST Service, 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 HomeTelosFIRST Service or contained in a file that is uploaded to the Site or the HomeTelosFIRST Service;
- impersonate any person or entity, including, but not limited to, a HomeTelos 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 HomeTelosFIRST Service, or another user's account on the Site and/or the HomeTelosFIRST Service;
- Forward or otherwise provide any information regarding the Site and/or the HomeTelosFIRST Service 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
HomeTelosFIRST Service 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 HomeTelosFIRST Service's infrastructure;
- Create liability for HomeTelos or cause HomeTelosFIRST 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 HomeTelosFIRST Service) that, by paying to HomeTelosFIRST a
- You hereby acknowledge and agree that the HomeTelosFIRST 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, HomeTelos is not a principal in any sale or transaction.
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, but HomeTelos 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 HomeTelosFIRST Service 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.
HomeTelos reserves the right to terminate your account and prohibit use of the service 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 HomeTelosFIRST Service (collectively, the "Materials"), whether
publicly posted or privately transmitted, as well as all derivative works, are owned by HomeTelos or other parties that have licensed their material to HomeTelos, and
are protected by copyright, trademark and other intellectual property laws. HomeTelos 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 HomeTelosFIRST Service are the
property of either HomeTelos or other third parties. You agree not to display or use such marks without HomeTelos's and/or the owners' (if applicable) prior written
- The Materials may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other
electronic means, except as otherwise directed or permitted by HomeTelos. 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 HomeTelosFIRST and have a valid user name and password, HomeTelos 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 HomeTelosFIRST Service (the "Content") solely
for Your own internal business purposes. All rights not expressly granted herein by HomeTelosFIRST to You are reserved by HomeTelosFIRST and/or its licensors.
- HomeTelos 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 HomeTelosFIRST Service ("Submissions"), and You agree to assign such Submissions
to HomeTelos free of charge. HomeTelos may use or not use such Submissions as it deems appropriate in its sole discretion.
- You acknowledge that the HomeTelosFIRST Service is unique and valuable and has been developed or otherwise acquired by HomeTelos at great expense, and that any unauthorized
disclosure or use of the HomeTelosFIRST Service, or any component thereof, would cause HomeTelos 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 HomeTelosFIRST Service You may receive information relating to HomeTelos, the Site and/or the HomeTelosFIRST Service 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
HomeTelos in writing and allow HomeTelos 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 HomeTelosFIRST Service may contain links to/from third party sites. The linked sites are not under the control of HomeTelos. HomeTelos 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 HomeTelos 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 and imaging sites.
Information Provided by User
- The Site is comprised of multiple components (including, but not limited to, the HomeTelosFIRST Service 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
HomeTelosFIRST Service is provided "AS IS" and is subject to the Disclaimer of Warranties set forth below. Further, HomeTelos 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 HomeTelosFIRST Service, 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 HomeTelos a non-exclusive and perpetual or irrevocable right and license to access, archive and otherwise use Your Data for any and all purposes associated with the Site
and/or the HomeTelosFIRST Service, including, without limitation, the use of same by HomeTelos to fulfill its obligations under this Agreement, and in accordance with HomeTelos's
You further hereby grant to any other user, as applicable, of the HomeTelosFIRST Service 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 HomeTelosFIRST Service.
HomeTelos 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 HomeTelosFIRST Service, 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 HomeTelos. You agree that HomeTelos has no liability or responsibility for any such pass-through or storage of same.
Term and Termination
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 HomeTelosFIRST Service,
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 HomeTelosFIRST Service.
Representations and Warranties
- HomeTelos 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
- 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 HomeTelosFIRST Service, including, without limitation, engaging in such business online.
Disclaimer of Warranties
- YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE HOMETELOSFIRST SYSTEM IS AT YOUR SOLE RISK. THE SITE, THE HOMETELOSFIRST SERVICE AND ANY CONTENT CONTAINED THEREIN OR
DOWNLOADABLE THEREFROM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HOMETELOSFIRST 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 HOMETELOS OR THROUGH THE SITE OR THE HOMETELOSFIRST SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- HOMETELOS MAKES NO WARRANTY THAT THE HOMETELOSFIRST SERVICE OR ANY CONTENT PROVIDED THROUGH THE SITE, THE HOMETELOSFIRST SERVICE, OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADED
THEREFROM WILL MEET YOUR REQUIREMENTS, BE ACCURATE, COMPLETE, OR TIMELY, OR THAT THE SITE OR THE HOMETELOSFIRST SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR
FREE. FURTHER, HOMETELOS DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR THE HOMETELOSFIRST SERVICE. HOMETELOS 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 HOMETELOSFIRST SERVICE 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.
- HOMETELOS 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.
- HOMETELOS AND ITS LICENSORS MAKE NO REPRESENTATION THAT THE SITE, THE HOMETELOSFIRST SERVICE, 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 HomeTelos (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 HomeTelos.
Limitation of Liability
HOMETELOS 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 HOMETELOSFIRST SERVICE OR ANY CONTENT CONTAINED THEREIN OR DOWNLOADABLE THEREFROM, OR ANY INFORMATION OBTAINED AT THE
SITE THROUGH THE HOMETELOSFIRST SERVICE, OR FOR THE COST OF PROCUREMENT OF SUSTITUTE 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 HOMETELOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT HOMETELOS'S LIABILITY HEREUNDER FOR
DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE ACTUAL TOTAL AMOUNT PAID FOR SERVICES PAID TO HOMETELOS.
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.
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 HOMETELOSFIRST 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. 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 HomeTelos.
If to HOMETELOS:
SVP Business Development
16850 Dallas Pkwy, Suite 1200
Dallas, Texas 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 HomeTelosFIRST Service, or any transactions occurring in whole or in part via same, except any taxes on HOMETELOS's income, whenever imposed.