The submitting of information to, and use of, the commercial real estate services provided on the site CommercialSearch.com (“CommercialSearch”) is subject to the following terms and conditions (the “Terms and Conditions”). BY SUBMITTING INFORMATION TO, OR ACCESSING INFORMATION FROM, COMMERCIALSEARCH, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal agreement between you and Xceligent, Inc. (“Xceligent”).
If you do not agree to these Terms and Conditions, do not submit information to, or access information from, CommercialSearch.
Xceligent reserves the right to modify or change these Terms and Conditions at any time. The most current copy of these terms and conditions will be posted and available for review on CommercialSearch, located at http://commercialsearch.com/TermsOfUse
You agree to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active property listings on CommercialSearch. You shall not use spiders, robots, or other automated services to submit listings on CommercialSearch. Additionally, you agree to allow submitted listing(s), or any part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of your website, CommercialSearch, and other Xceligent partner websites.
You agree not to submit any property descriptions, photographs, financial, contact or other information contained in each property’s data to CommercialSearch unless you have received all necessary rights and authorizations, including from the photographer and/or copyright owner of any photographs, to publish and advertise the property on your website or on CommercialSearch. Specifically, you will not submit a photograph if you received the photograph from a third party information provider under the terms of a license that does not allow posting of such photograph on CommercialSearch.
Xceligent shall have the sole authority to choose the manner in which any property will be received, searched, displayed, accessed, downloaded, copied, and otherwise used on CommercialSearch. Xceligent shall have the right to modify the listing in the exercise of its rights under these Terms and Conditions. Xceligent may add digital watermarks to certain parts of your property listing, including photographs, to protect against the copying or further distribution of your photographs without your consent. Xceligent reserves the right to remove all or any part of a listing or refuse services to anyone at any time in its sole discretion.
Listings that are not modified or renewed within a 75-day period are automatically changed to “Off Market” and are no longer viewable on CommercialSearch.
You agree that Xceligent shall have the right to use listings and other information submitted by you or on your behalf to CommercialSearch for any purpose, including without limitation for publication of all or part of such listing on the Internet for unrestricted use by CommercialSearch customers and partners.
You (i) agree not to post a property on CommercialSearch under any name other than that of the named licensed real estate agent(s) that has been engaged by the property owner to market the property under the terms of an agreement with the owner; (ii) agree to administer the properties provided by you and maintain their accuracy at all times and (iii) represent and warrant that all properties and associated information provided by you will be accurate, complete and not misleading. Xceligent accepts no responsibility for checking the accuracy of listings or any other data or materials submitted by you. Xceligent reserves the right to remove all or any part of the properties posted on your website or on CommercialSearch.
While Xceligent shall take all reasonable efforts for data backup and business resumption, you are solely responsible for retaining back-up copies of all information, photographs and other materials you provide to CommercialSearch.
You agree that you shall not (directly or indirectly):
By using CommercialSearch’s email tools, you agree to send emails only to those who parties who have given you consent or with whom you have has an established business relationship.
User benefits are granted by Xceligent to individuals exclusively and are granted specifically to the registered customer 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 CommercialSearch without express written permission from Xceligent. User rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered user without the express written permission of Xceligent. Xceligent requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to CommercialSearch. Xceligent has the right to refuse service to any user, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by these Terms and Conditions.
You are not permitted to share you login information with others. You are required to maintain the confidentiality of all logins and passwords. You shall use CommercialSearch solely for your own use and shall not allow others to use CommercialSearch under or through your login and password. You are responsible for the activities that occur under your account, login or password. Xceligent is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, login or password.
Xceligent reserves the right to terminate your access to and use of CommercialSearch at any time without prior notice with or without cause. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, fraudulent or illegal activity by you, technical or security issues, discontinuance or material modification of CommercialSearch or account inactivity. Upon termination, Xceligent shall have no obligation to maintain or forward any content in your account.
You grant Xceligent the permission to communicate with you via email (as well as other communication channels such as phone and fax) for any purposes Xceligent determines to be relevant including, but not limited to, system messages, product updates, service announcements, and other marketing messages. Xceligent will use commercially reasonable efforts to honor your request to opt out of marketing messages, but under no circumstances will Xceligent have any liability for sending any email to its registered users/customers. By becoming a user of CommercialSearch, you agree that Xceligent may record the telephone and other electronic communications it has with you for internal Xceligent business purposes, including but not limited to training and quality assurance purposes.
Xceligent solely owns and retains all rights (including Intellectual Property Rights as defined below), title and interest in CommercialSearch and all underlying technology and data including any enhancements and improvements thereto as a result of providing Derived Products hereunder. For purposes of these Terms and Conditions, “Derived Products” means any additional tools or features in CommercialSearch which are developed using any property or listing data posted on CommercialSearch.
Intellectual Property Rights means any and all (i) copyrights and other rights associated with works of authorship throughout the world, including neighboring rights, moral rights, and mask works, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures and all rights in inventions (whether patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and applications for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in effect.
Xceligent reserves the right in its sole discretion to terminate or modify any feature or offering on CommercialSearch, without notice, for any or no reason, and without notice, obligation or liability to you or any other person.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL XCELIGENT BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS REPUTATION, OR INTERRUPTION OR LOSS OF BUSINESS), (II) INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, (III) RELIANCE BY YOU ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, OR (IV) ANY DAMAGES, COSTS OR LOSSES ARISING FROM YOUR FAILURE TO KEEP YOUR LOGIN AND/OR PASSWORD SECURE.
To the maximum extent permitted by law, Xceligent’s entire liability to you under these Terms and Conditions shall be to refund to you fees paid by you to Xceligent hereunder for the access to and use of CommercialSearch in the twelve (12) month period prior to the date of the claim, and in no event will Xceligent’s liability for any reason exceed such fees.
Xceligent (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from your use of the Derived Products, and you shall defend, indemnify and hold harmless Xceligent (and Xceligent's officers, directors, employees and agents) 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 you arising from your use of CommercialSearch or the Derived Products. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.
COMMERCIALSEARCH, THE LISTINGS, AND DERIVED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. XCELIGENT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE COMMERCIALSEARCH, THE LISTINGS OR DERIVED PRODUCTS, INCLUDING WITHOUT LIMITATION, THEIR ACCURACY, COMPLETENESS OR OPERATION. XCELIGENT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. XCELIGENT MAKES NO GUARANTEES OR ASSURANCES THAT ACCESS TO COMMERCIALSEARCH WILL BE UNINTERRUPTED OR SECURE. ALL INFORMATION OR CONTENT ACCESSED THROUGH COMMERCIALSEARCH, INCLUDING LISTINGS AND DERIVED PRODUCTS IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
CommercialSearch may contain or provide information regarding applications, products and/or services provided or offered by third parties. Xceligent is merely an information provider and is not a referral service, and it does not recommend or endorse any such third party applications, products and/or services or monitor or have any control over such third party applications, products and/or services. Therefore, Xceligent makes no guarantee, representation or warranty of any kinds as to the quality, competency, value, reliability, responsiveness, accuracy or completeness of any such third party applications, products and/or services or the results obtained therefrom, and Xceligent assumes no responsibility or liability for any third party applications, products and/or services or for the actions or failure to act of those providing such third party applications, products and/or services. You assume full responsibility for your use of any such third party applications, products and/or services.
Xceligent, in its sole discretion, may offer links to other web sites ("third-party sites") that may offer various products, services, and/or information. You should be aware that use of these third-party web sites may be subject to separate terms and conditions, information collection practices, and other provisions. Xceligent cannot ensure that you will be satisfied with any products or services offered and/or purchased from such third-party sites. Xceligent does not endorse any of the products or services offered in any third-party sites. Further, Xceligent has not taken any steps to confirm the correctness, accuracy, or reliability of any information contained in any third-party sites. Xceligent expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third-party sites. Before proceeding with any transaction with any third-party site, whether the transaction is on-line or off-line, it shall be your sole responsibility to conduct whatever investigation you deem necessary and appropriate.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Xceligent reserves the right to remove any material on CommercialSearch which allegedly infringes another person's copyright. If you believe in good faith that materials hosted by Xceligent infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked.
Such notice must meet statutory requirements imposed by the DMCA and must be in writing and include the following information in writing:
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.
You should consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be substantial penalties for false claims.
Notices and counter-notices for the CommercialSearch should be sent to Xceligent, 4230 S. Hocker Drive, Independence, MO 64055. Phone: (866) 303-2895.
Xceligent may provide on CommercialSearch directories of brokers or agents ("Broker Directories").
Xceligent makes no claims about the specific skills or abilities of any broker or agent listed in any Broker Directory. Xceligent does not examine, determine, or warrant the competence of any broker or agent listed in any Broker Directory. Use of any Broker Directory to locate a broker or an agent is wholly voluntary and will not result in any liability against Xceligent. In no event shall Xceligent be liable for damages to any user of any Broker Directory for the voluntary selection of any broker or agent, for the services provided by any broker or agent listed therein, or for any other damages which may occur. Xceligent cannot and does not provide any warranties related to the information contained in or resulting services listed in any Broker Directory. All information about any broker or agent listed in any Broker Directory is provided by the broker or agent itself/herself or herself, The broker or agent may provide "links" to his/her email and/or Web site. Xceligent provides these links for the convenience of the user and does not endorse, approve, certify, or make warranties or representations as to the accuracy of these sites.
Xceligent may edit, move, or delete any content in the Broker Directories (including content that you have provided) or terminate all or part of any Broker Directory without notice or liability for any reason at our sole discretion. You acknowledge that Xceligent has absolute editorial discretion to determine the structure and content of the Broker Directories and that, because any placement in any Broker Directory is subject to change or deletion at any time, you may not rely on any aspect of a placement's inclusion in any Broker Directory. You agree to waive any claim related to the inclusion, placement, exclusion, or removal of any placement in any Broker Directory. Xceligent is not responsible for any failure to remove or delay in removing harmful, inaccurate, unlawful, or otherwise objectionable content in any Broker Directory originating with or otherwise provided by third parties.
No Broker Directory shall be used for any of the following purposes: Information from it may not be added to, loaded into or transcribed into any database, information or text retrieval system, bulk mailing list or e-mail list server, any form of merge document, including but not limited to word processors, spreadsheets, databases, contact management systems, auto-dialers, address lists by any means including but not limited to electronic, mechanical or manual. Information from it may not be used for any form of solicitation or promotion regardless of whether or not such solicitation or promotion is for a commercial, charitable, or other non-profit use. Information from it may not be used for any commercial purpose whatsoever.
If you have identified yourself as a broker or agent on the CommercialSearch registration form or otherwise identify yourself as a broker on CommercialSearch's Broker Directory, you represent and warrant that you are validly licensed as a broker and are in compliance with applicable broker requirements in all jurisdictions in which you are required to be licensed. Xceligent may, in its sole discretion, but without any obligation to verify such licensure, remove you from the list of brokers if Xceligent believes you are not a licensed broker or agent in any applicable jurisdiction. Xceligent may, in its sole discretion, terminate your accounts or refuse services to you if you repeatedly or knowingly misrepresent your licensed broker or agent status or in the event that Xceligent receives any notification by any state agency or similar governmental authority that you are not a licensed broker.
Xceligent does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on CommercialSearch. It is your responsibility to confirm the licensed status of any brokers listed on the CommercialSearch website.
These Terms and Conditions, and the Derived Products provided by Xceligent, shall be governed by the laws of the State of Missouri, without reference to conflict of laws principles. Any dispute, controversy or claim arising out of or relating to these Terms and Conditions, including any disputes relating to the content of CommercialSearch, whether sounding in contract, tort or otherwise, shall exclusively be brought and heard in the State and Federal courts of Kansas City, Missouri, and you expressly consent to the jurisdiction of such courts. Notwithstanding the foregoing, Xceligent may seek preliminary injunctive relief from a court of law in the event of a breach of these Terms and Condition by you in any court with personal jurisdiction over you.
Without limiting anything in these Terms and Conditions, you expressly absolve and release Xceligent from any claim of harm resulting from a cause beyond Xceligent’s control including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, terrorism, or governmental restrictions.
Failure to insist on strict performance of any of these Terms and Conditions will not operate as a waiver of any subsequent default or failure of performance. No waiver by Xceligent of any right under these Terms and Conditions will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.
If any part of these Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these Terms and Conditions shall continue in effect.
No joint venture, partnership, employment, or agency relationship exists between you and Xceligent as a result of these Terms and Conditions or your utilization of CommercialSearch.
Your access to CommercialSearch is governed by all applicable federal, state and local laws. You agree to fully comply with all such laws.
These Terms and Conditions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under these Terms and Conditions or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by you without the prior written consent of Xceligent, which retains the right to withhold consent in its sole discretion.
All notices to Xceligent 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 Xceligent.
These Terms and Conditions represent the entire agreement between you and Xceligent with respect to use of and material available on or through CommercialSearch, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the you and Xceligent with respect to the matters described herein. Any rights not expressly granted herein are reserved.