Agreement and Terms Concourse360

This Software License Agreement (“Agreement”) is a binding legal contract between you (either an individual or a legal entity) and Realty Pilot, LLC. (“RP”, "We", "Us"). By accessing or using RP's Concourse 360 software and services (“Application”) you will be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, RP is not willing to license any right to use or access any Application to you. In such event, you may not access, or use Application.

As used in this Agreement, the term “Application” means RP's Concourse 360 software and services rightfully provided, or rightfully made available, to you by RP or a RP-authorized provider (“Provider”) under the terms of a valid Application Service Provider Agreement between RP and Provider (“ASP Agreement”), including any or all associated Web sites, media, printed materials and any “on-line” or electronic documentation.

YOU MAKE THIS AGREEMENT VOLUNTARILY
You certify that you are over 18 years of age and that you are authorized to and capable of entering into this Agreement and are doing so voluntarily. By accessing, or using the Application or Services, you indicate that you have the authority to bind yourself and your organization to the terms of this Agreement. You also agree that you or anyone in your organization is not an owner of, working for or providing any data to what can be considered a competitor of Realty Pilot.

WE MAY MODIFY THIS AGREEMENT
You agree that RP may modify this Agreement at any time, and upon any material modification to the Agreement, paying users (as opposed to invitees and guests) will be notified by email that changes have been posted and may be viewed in your Application. In the event that you have previously requested removal from the Application mailing list, you agree to review this Agreement periodically to be aware of such modifications and you agree that such modifications shall be effective immediately upon posting of the modified Agreement. Subject to the notice terms set forth in this paragraph, your continued access or use of Application after modification of the Agreement shall be deemed a conclusive acceptance of this Agreement as modified.

CHARGES

FREE TRIAL PERIOD. You are welcome to use Application as a Beta Tester Free of any Service Charges for a period of 90 days not excluding charges for BPO Traffic Controller. If you decide to cancel our services simply send the cancellation e-mail to Support@RealtyPilot.com prior to your 90 day period, and you will owe us no service fee whatsoever.

You have selected Monthly payment term. You will be billed the monthly service charge at a minimum of $49.95 and as much as $99.95 for Concourse360 starting at the end of our beta trial period which may be as little as 90 days or as long as 6 months.

Access to Application is available through the purchase of a Subscription. The following applies to your Subscription:

You agree to pay via credit card the subscription fees and other charges (such as re-activation fee) incurred on your account in order to access the Application. You may add licenses by executing an additional order either online within your Application or by contacting RP. Each added licenses will be subject to the preexisting subscription terms (either initial term or renewal terms) and will be charged a subscription fee. Licenses added in the middle of a billing period will be charged for that billing period, on a pro rata basis, as well as for the subsequent billing periods.

RP will automatically charge your account in advance on a monthly or yearly basis depending on your payment selection (monthly or yearly) for your subscription. In the event RP cannot charge your credit card account, RP reserves the right to immediately terminate your access to the Application.

RP does not provide you access to the World Wide Web (also known as the Internet). You are responsible for all expenses, charges, equipment and any other components necessary for you to connect to the internet and to the Application.

For purposes of identification and billing, you agree to provide RP with accurate, current and complete information at the time of initiating your subscription. Such information is to include, without limitation, business name, your name, address, telephone number, fax number, email address, and applicable payment data (e.g. credit card number and expiration date). You also agree to maintain and update this information, and to keep it accurate, current and complete. Failure to provide and maintain accurate, current and complete information may, at RP’s option, result in immediate suspension or termination of your right to use the Application.

RP reserves the right to change the fees and usage policies and to introduce new charges at any time. As a courtesy we may provide you with a prior notice; which notice may be provided by e-mail.

NON-PAYMENT
In addition to any other rights granted to RP herein, RP reserves the right to suspend or terminate this Agreement and your access to the Application if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or RP initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with this agreement. You agree that RP may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

TERMINATION

Licensee Cancellation. You may cancel this Agreement and thus your Application at any time by locating the billing area of your account and selecting the CANCEL button. Upon selecting the option to cancel and clicking update to actually cancel, your Application is cancelled immediately. You will no longer have access to the Application and any data entered into your Application. Within a given period of time, determined solely by RP, your Application and all data entered will be deleted. You can also cancel your Application by notifying RP via phone (Billing Service 888-732-5745) or email (Support@RealtyPilot.com). Upon RP receipt of your notification and within 5 business days, we will cancel your Application.

No Refunds. As described herein you can cancel your Application at any time. However, you agree that you will not be eligible for any refund, prorated or otherwise. You also agree that you will not be issued any refund, prorated or otherwise.

Breach of Agreement. Without prejudice to any other rights, RP may immediately and without notice terminate this Agreement and all rights granted hereunder if you fail to comply with any of the terms and conditions of this Agreement.

Non-Use of Beta or Trial Subscription. From time to time RP may offer special promotions that grant you a free limited subscription. With all such offers and promotions you agree to actively use (enter and update your listings, buyers, agents, transactions, etc.) your subscription. If you do not actively use your subscription, RP at its sole discretion may immediately and without notice terminate your free limited subscription and thus this Agreement and all rights granted hereunder.

Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the Application (“Infringement Claims”), RP reserves the right to immediately terminate this Agreement and the rights granted hereunder.

Termination of ASP Agreement. In the event of any termination or expiration of your Provider’s ASP Agreement, RP may terminate this Agreement and the rights granted hereunder, with or without cause, in its sole discretion.

Licensee’s Termination Obligations. In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Application and all of its components from all of your systems, and destroy all related media and documentation, if any.

DISABLING MECHANISM
You acknowledge and agree that the application may have a mechanism whereby RP can disable the application. You agree that RP may use any such mechanism in the event of expiration of this agreement or your breach of this agreement, or a breach of your provider's ASP agreement.

APPLICATION ACCESS AND USE LICENSE
The Application is licensed to you, not sold. Except for the limited license granted in this Agreement, RP retains all right, title and interest in the Application, all copies thereof, and all proprietary rights in the Application, including but not limited to copyrights, patents, trademarks and trade secret rights.

      1. GRANT OF LICENSE. This Agreement grants you the following rights, as applicable:

        Hosted Application. During the term of this Agreement, RP grants you a personal, revocable, nontransferable, nonexclusive and non-assignable license to access and use via the Internet the portion of the Application that is hosted by RP, its Providers, or its subcontractors.

      Enhancements. RP reserves the right to upgrade, enhance, change or modify the Application at any time in its sole discretion (“Enhancements”). Any Enhancements made available to you by RP, if any, will be subject to the terms of this Agreement.

Server Availability. RP may be required to perform routine, scheduled and un-scheduled maintenance. We may also encounter mission critical maintenance situations. During these maintenance periods, you may be unable to access you Application, transmit or receive data. You agree to cooperate with RP during these maintenance periods.

In addition while RP partners with good and applicable Internet data centers to provide the appropriate bandwidth and performance levels for the Application, however, the true performance and speed of Internet access depends on many factors that are outside of RP’s control. RP does not give any warranties or undertakings as to the performance or quality of the service in this regard.

Term. This Agreement shall commence on the date this Agreement is executed by you and shall continue until the earlier of (i) the termination of this Agreement, or (ii) the expiration or termination of the ASP Agreement.

Data Availability. Your data will be available to you during your paid subscription period. Upon termination of your subscription, whether initiated by you or RP, your data will be deleted and removed within a given period of time, determined solely by RP. Prior to terminating your subscription you should download or print all data that you may require. RP will not maintain your data after the termination of your subscription.

      2. LIMITATIONS ON LICENSE. The license granted to you in this Agreement is restricted as follows:

Limitations on Copying and Distribution. You may not copy or distribute the Application except to the extent that copying is necessary to use the Application for purposes set forth herein.

Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Application. You may not alter or modify any disabling mechanism which may be resident in the Application.

Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare,  loan, lease, commercialize or otherwise transfer the Application, or directly or indirectly permit any third party to use or copy the Application. You will keep any passwords associated with the use of the Application in strict confidence, and will not share such passwords with any third party. You will be solely responsible for all use of the Application made with your passwords, if any.

Copyright. The Application is protected by United States copyright laws and international treaty provisions. Except for the limited license provided in this Agreement, RP reserves all rights in and to the Application and all underlying data, compilations and information maintained by RP, including but not limited to, the exclusive rights under copyright and the right to grant further licenses. Therefore, you must treat the Application like any other copyrighted material (e.g., book or musical recording). You may not copy the written materials accompanying the Application. You may not remove the copyright notice from the Application. You agree to prevent any unauthorized copying of the Application.

Acceptable Use Limitation. As a condition of your use of the Application, you warrant to RP that you will not use the service for any purpose that is unlawful, or prohibited by this Agreement or Additional Terms (as may be modified from time to time).

Use of MLS Data

You agree that you are a participant or subscriber in good standing of each Multiple Listing Service that provides data for the Application you utilize and you're authorized to use this data, including real estate listing information and tax records (the MLS Database);

You agree to access to the MLS Database and use of the Site are subject to all MLS rules. You acknowledge that each MLS may change its policies at any time and that such changes may make it necessary or appropriate to modify the Application, including reducing or eliminating functionality. If at any time an MLS informs us that you are no longer a subscriber in good standing, any Application feature that uses the MLS Database or the proprietary online interactive real estate information service that the MLS operates for the benefit of brokers, agents, appraisers and other persons may be terminated. You may not use or access such Application features unless you have signed the appropriate MLS Agreement.

You understand that RP is not a licensed real estate broker or agent and does not offer or sell real estate or act as intermediary between buyers and sellers of real estate.

You agree that you will not make the MLS Database available to any person not authorized by the MLS. Your use of all such data as to which any MLS has any copyright, trademark or other rights is subject to those rights.

EXPORT
You may not export the Application without the prior written approval of RP. If the Application was purchased in the United States, you agree to comply with all applicable United States laws and regulations pertaining to export controls. If the Application was purchased outside the United States, you may not re-export the Application except as permitted by the laws of the United States and the laws of the jurisdiction in which you purchased the Application.

U.S. GOVERNMENT RESTRICTED RIGHTS
The Application and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable. Manufacturer is RP, Inc., 77 Las Tunas Drive, Suite 205, Arcadia, CA 91007.

THIRD Party Content
Any opinions, advice, statements, services, offers, or other information that is part of the content accessible via the Application that is expressed or made available by third parties are those of the respective authors or distributors and not of RP. It is your responsibility to evaluate the information, opinions, advice or other Content available through the Application whether listed or provided by third parties or by RP. RP assumes no responsibility and makes no representations, warranties, recommendations, endorsements or approvals with regard to third party information.

INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT
You agree that RP, its Application and Services and all the software and information they now contain, or may contain in the future, including but not limited to reports, directories, features, options, "look & feel", trademarks, trade names, service marks, logos, computer code, software, copyrighted, trademarked, and/or patented material (Collectively "Content"), is the property of RP and is protected from unauthorized copying and dissemination by U.S. copyright law, patent law, trademark law, international conventions, and other intellectual property law. Nothing contained on RP, its Application or any of its subsidiaries, affiliates, or licensor shall be construed as granting, by implication, estoppel or otherwise, a license or right to use the Application or any Content displayed, without the prior written permission of RP.

Unless otherwise agreed in writing with RP, you agree that for two years after first entering into this Agreement, you will not, for yourself or on behalf of any other person, company or entity, sell or provide Internet based real estate management software tools to third parties in the United States. You will also not adapt and use for personal benefit, or the benefit of others, the business models, technology, concepts, or processes described and used in the Application. You also agree that you will not knowingly employ any employee of RP, or solicit or encourage any employee of RP to leave his/her employment.

SAVE YOUR ORIGINAL DOCUMENTS
Users of the Application provided by RP, its subsidiaries, affiliates, and licensors are advised and encouraged to retain all original documents and data in connection with any listing, buyer and transaction posted in Application. Users are also encouraged to print copies of any important reports, information, or documents, and to keep these for your permanent records.

NO WARRANTIES
The application and services are provided on an “as available,” “as is” basis. To the maximum extent permitted by law, RP, its subsidiaries, affiliates, its licensors, or its Providers disclaim all warranties with respect to the application and services, including, but not limited to, implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose. RP does not warrant that the application or services will meet your requirements, or that the operation of the application or services will be uninterrupted or error-free, or that defects in the application, services or related documentation will be corrected. RP makes no representation of any kind, express or implied, as to the operation or reliability of the Application, the accuracy or completeness of any information accessible via the Application, or the availability, quality or safety of any products or services available through the Application. Further, RP does not warrant that the Application or Services, or the content available through the Application are free of viruses or other harmful components. No oral or written information or advice given by RP or provider shall create a RP warranty or in any way increase the scope of RP’s obligations hereunder. RP makes no representation, warranty or promise that the Application or any associated information graphics, systems or data does not or will not infringe any copyright, trademark, patent or other intellectual property right of any person (whether under the laws of the United States, any state thereof or any other nation or jurisdiction) and we hereby disclaim all such representations and warranties.  .   

General Disclaimer

RP expressly disclaims all warranties, either express or implied, with respect to the Application and Services, and any other product or service or any information, data, programs, files, features, functions or services included or associated with any of them, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

NO DAMAGES
To the maximum extent permitted by law, in no event shall RP, its subsidiaries, affiliates, its suppliers or Providers, be liable for any damages whatsoever (including without limitation, special, incidental, consequential or indirect damages, which shall include, without limitation, damages for personal injury, lost profits, lost data and business interruption) arising out of the use or inability to use the Application or Services, even if RP has been advised of the possibility of such damages. In any case, RP's entire liability under this Agreement shall zero dollars. This paragraph shall survive this Agreement.

INDEMNITY
You agree to release and indemnify, defend and hold harmless RP, its subsidiaries, affiliates and its officers, directors, shareholders, agents, affiliates, and licensors harmless from and against any and all third party claims of any kind (along with attorney's fees and litigation costs) and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, resulting from, or in connection with your breach of this Agreement or your (or your customers, clients, potential customers, contractors, employees, employer, supervisors, agents, affiliates or any other person’s) use or misuse of the Application or services, including but not limited to, claims for personal injury, property damage, loss of data or business interruptions. Residents of California, specifically, you waive the benefits of California Civil Code section 1542, which states:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOW BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the State of Arizona, U.S.A. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in the County of Maricopa, State of Arizona and the parties submit to the in personal jurisdiction of such courts for purposes of any action or proceeding. the event that either party institutes suit to enforce the terms of this Agreement, the prevailing party shall be entitled to its costs, reasonable expenses and reasonable attorney fees incurred.

FORCE MAJEURE
RP shall not be responsible for any delays, errors, failures to perform, interruptions or disruptions in the Application or Services caused by any acts of God, strikes, lockouts, riots, acts of war, changes in law or regulations, fire, flood, earthquake, storm, power failure or failures of the Internet.

GENERAL
Unless there are other agreements in writing signed by RP, this is the entire agreement between the parties. In the event that there is a separate license or written agreement between you and RP, then this Agreement shall be effective in addition to that separate agreement, except that in the event of any discrepancy, the separate written agreement shall prevail only as to such provisions which are in direct conflict with this agreement. No such discrepancy will invalidate the enforceability of any other term of this Agreement. This Agreement shall not be modified except in writing signed by the both parties or by a new posting in the Application by RP. RP shall notify its paying users by email in the event of any substantial or materially adverse change in this Agreement. Any user receiving a notice of such a change that wishes to terminate their account due to the changes in terms in this agreement may do so by notifying RP in writing within 3 days of receiving such notice. In such case you are entitled to receive a prorated refund of your paid subscription fees. It is expressly understood and agreed that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein shall remain in effect.