42Floors Terms and Conditions
42Floors 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 the 42Floors website.
You have had and shall have the opportunity to submit to 42Floors property descriptions, photographs, images, videos, graphics, financial, contact or other information (collectively, “Submitted Information”) for each listing on 42Floors. You represent and warrant the following:
- you own or have the full right, power and authority to grant to 42Floors use of and rights in and to all Submitted Content that you upload, post, email or otherwise transmit to 42Floors;
- your license of such content to 42Floors hereunder does not, and the use or license of such Submitted Content by 42Floors to third parties will not, infringe any right or interest owned or possessed by any third party; and
- there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such Submitted Content.
With respect to all Submitted Content you have uploaded in the past or elect to upload in the future, post, email or otherwise transmit to or via the Service, 42Floors acknowledges that you retain any applicable ownership rights that you may have with respect to the Submitted Content. You nonetheless grant 42Floors and its affiliates and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all such Submitted Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed;
You further acknowledge and agree that 42Floors may preserve any such Submitted Content, whether submitted in the past or in the future, and may also disclose such Submitted Content in its sole discretion (including without limitation within other products offered by 42Floors and its affiliates).
You agree not to submit any Submitted Content to 42Floors unless you have received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any photographs or videos, to publish and advertise the property listing on your website or on 42Floors's website. 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 or video on the 42Floors website or your own website. You may only submit videos personally created by you or your direct employees. You may not upload or otherwise submit videos created or produced by third party video tour providers.
42Floors may, in its sole discretion but without any obligation to search for such, remove property listings that are alleged to have been submitted in violation of this Agreement. In addition, 42Floors may require additional evidence of compliance with this provision from “Customer(s)”, defined as the end user of the Service, who are alleged to have submitted property listings, Submitted Content or other information in violation of this Agreement. 42Floors will, in its sole discretion refuse service to, any Customer who repeatedly or knowingly violates this Agreement.
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 42Floors. Additionally, you agree to allow submitted property listing(s) and Submitted Content, or any part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of your website, the 42Floors website and other 42Floors partner or affiliate websites.
42Floors shall have the sole authority to choose the manner in which any property listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on the 42Floors website and you shall have the right to modify the property listing in the exercise of your rights under this Agreement. You: (a) represent and warrant that all properties and associated information provided by you, including Submitted Content, will be accurate; (b) agree not to post a property listing on the 42Floors website under a name other than the individually named and validly licensed real estate agents that have been engaged by the property owner to market the property under the terms of a duly executed listing agreement with the owner; and (c) agree to administer the properties provided by you and maintain their accuracy at all times. 42Floors reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the property listings posted on the 42Floors website. You are entirely responsible, and 42Floors accepts no responsibility, for the Submitted Content from you.
Restrictions on Use of Service
You agree that you shall not (directly or indirectly) without prior written consent from 42Floors:
- use or reproduce any content that is obtained from 42Floors, or that is otherwise made available to you on the 42Floors website, for or in connection with any other listing service or device;
- use 42Floors in any manner for or in connection with any other listing service or device;
- use 42Floors as part of any effort by you or any third party to directly or indirectly compete with 42Floors or any of its affiliates or subsidiaries;
- remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in 42Floors;
- use 42Floors products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes;
- use 42Floors or any of the tools therein to generate or send unsolicited emails or any content that would violate these Terms and Conditions; or
- reverse engineer, decompile, disassemble, merge, copy, use, disclose , sell or transfer the underlying source code or structure or sequence of 42Floors's technology or delete or alter author attributes or copyright notices.
Right to Refuse Service and Termination
42Floors has the right to refuse service to any user, individual, organization, customer or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by these Terms and Conditions.
42Floors reserves the right to terminate your access to and use of 42Floors website and the Service 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, or material modification of 42Floors. Upon termination, 42Floors shall have no obligation to maintain or forward any Submitted Content.
If you have provided contact information to 42Floors through its website or otherwise, you grant 42Floors the permission to communicate with you via said contact information for any purposes 42Floors determines to be relevant including, but not limited to, system messages, product updates, service announcements, and other marketing messages. 42Floors will use commercially reasonable efforts to honor your request to opt out of marketing messages, but under no circumstances will 42Floors have any liability for sending any email to any Customer that has provided an email address to 42Floors.
42Floors solely owns and retains all rights (including Intellectual Property Rights as defined below), title and interest in 42Floors 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 42Floors that are developed using any property or listing data posted on 42Floors.
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.
42Floors reserves the right in its sole discretion to terminate or modify any feature or offering on 42Floors, without notice, for any or no reason, and without notice, obligation or liability to you or any other person.
Limitation of Liability and Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL 42FLOORS 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) OR RELIANCE BY YOU ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES.
To the maximum extent permitted by law, 42Floors’s entire liability to you under these Terms and Conditions shall be to refund to you of any fees paid by you to 42Floors hereunder for any Service of 42Floors in the twelve (12) month period prior to the date of the claim, if any, and in no event will 42Floors’s liability for any reason exceed such fees.
42Floors (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 42Floors (and 42Floors'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 42Floors 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.
42FLOORS, THE SERVICE, THE LISTINGS, AND DERIVED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. 42FLOORS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, THE LISTINGS OR DERIVED PRODUCTS, INCLUDING WITHOUT LIMITATION, THEIR ACCURACY, COMPLETENESS OR OPERATION. 42FLOORS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. 42FLOORS MAKES NO GUARANTEES OR ASSURANCES THAT ACCESS TO 42FLOORS WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR SECURE. ALL INFORMATION OR CONTENT ACCESSED THROUGH 42FLOORS OR THE SERVICE, 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.
Maps and Directions Disclaimer
Links to Third Party Sites
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. 42Floors reserves the right to remove any material on 42Floors that allegedly infringes another person's copyright and avails itself of the protections under the DMCA. If you believe in good faith that materials hosted by 42Floors infringe your copyright, you (or your agent) may send us a notice requesting that the materials be removed, or access to them blocked.
For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit 42Floors to contact you, such as your address, telephone number, and, email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement made under penalty of perjury that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Attn: DMCA Notice, 42Floors, Inc. Address: 501 Folsom St. San Francisco, CA 94105 Telephone: +1-888-842-4243 Email: copyright@42Floors.com
We may forward any notice(s) of alleged infringement pursuant to this Section to the person(s) who provided the allegedly infringing content. 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.
42Floors may provide on its website directories of brokers or agents ("Broker Directories").
42Floors makes no claims about the specific skills or abilities of any broker or agent listed in any Broker Directory. 42Floors 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 42Floors. In no event shall 42Floors 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 that may occur. 42Floors 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 himself. The broker or agent may provide "links" to his/her email and/or website. 42Floors 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.
42Floors 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 42Floors 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. 42Floors 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: (a) information from it may not be added to, loaded into or transcribed into any database, information or text retrieval system, bulk mailing list or email 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; (b) 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; and (c) information from it may not be used for any commercial purpose whatsoever.
Brokers and Agents
Any Customer who identifies himself or herself as a broker or agent on the 42Floors website hereby represents and warrants that Customer is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which Customer is required to be licensed. The Company may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers any Customer whom the Company believes is not a licensed broker or agent in any applicable jurisdiction. The Company may, in its sole discretion, refuse services to any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker. 42Floors does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the website. It is your responsibility to confirm the licensed status of any brokers listed on the 42Floors website.
These Terms and Conditions, and the Derived Products provided by 42Floors, shall be governed by the laws of the State of California, 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 42Floors, whether sounding in contract, tort or otherwise, shall exclusively be brought and heard in the State and Federal courts of the City and County of San Francisco, California and you expressly consent to the jurisdiction of such courts. Notwithstanding the foregoing, 42Floors 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.
Events Beyond 42Floors’s Control
Without limiting anything in these Terms and Conditions, you expressly absolve and release 42Floors from any claim of harm resulting from a cause beyond 42Floors’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.
Waiver and Severability
The failure of 42Floors to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, you agree that the remaining terms and provisions remain in full force and effect.
No joint venture, partnership, employment, or agency relationship exists between you and 42Floors as a result of these Terms and Conditions or your utilization of 42Floors website or the Service.
Compliance with Laws
Your access to 42Floors website and the Service 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 42Floors, which retains the right to withhold consent in its sole discretion.
All notices to 42Floors 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 42Floors.
Entire Agreement/ Reservation of Rights
These Terms and Conditions represent the entire agreement between you and 42Floors with respect to use of and material available on or through 42Floors and the Service, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the you and 42Floors with respect to the matters described herein. Any rights not expressly granted herein are reserved.
This Agreement was last modified on May 1, 2015.