End-User License Agreement
This End-User License Agreement ("EULA") is a legally binding
contract between you; and the owner of this site,
("Broker"); and Regional Multiple Listing Service of Minnesota,
Inc., d/b/a NorthstarMLS and NorthstarMLS.com ("RMLS"); and the developer of
this site, RealBird Inc. ("Developer").
(Collectively, Broker, RMLS, and Developer are the "Licensors.")
You seek access to real estate listings that are made up of
factual information and creative content. This "Licensed Content" appears on
this "Licensed Site." Licensors
wish to grant you access to the Licensed Site, but use of this information is
limited by the terms of this license.
In consideration of the mutual covenants contained herein, you
and Licensors hereby agree as follows:
1.
Access permitted. Licensors
agree to provide you online access via the World-Wide-Web to the Licensed
Content and the Licensed Site for the duration of the current viewing session.
You acknowledge that you will be required to execute a new EULA upon
your next visit to the Licensed Site. You
agree not to attempt to access the Licensed Site after the termination of this
EULA.
2.
Acknowledgement of Title. You
acknowledge that all right, title, and interest in the copyrights and other
intellectual property rights in the Licensed Site and the Licensed Content
reside at all times in Licensors and their licensors.
The trademarks, logos, and service marks (collectively the "Marks" or "Mark")
appearing on the Licensed Site are registered and unregistered marks of
Licensors and others. Neither this
EULA nor the Licensed Site grants you any right to use any Mark displayed on
the Licensed Site or any other Marks of Licensors.
3.
License. Licensors hereby
grant you a revocable, limited, nonexclusive license during the term of this
EULA to duplicate, distribute and display the Licensed Content and the Licensed
Site, solely for your personal, non-commercial use, and subject to the
limitations set forth in this EULA.
Licensors grant nonexclusive licenses and not exclusive licenses or
assignments. All rights not
expressly granted in this EULA are reserved.
4.
Limited Use. You will not:
(a) Use the
Licensed Site, Licensed Content, or both for any purpose other than a personal,
non-commercial one;
(b) Disclose
any of the Licensed Content, including factual content, to any third party
except in furtherance of your personal real estate transaction, and then only
to the extent necessary;
(c) Gather,
or attempt to gather, by any automated means, including "screen scraping" or
"database scraping," factual content or any other portion of the Licensed
Content from the Licensed Site; or
(d) Employ
the Licensed Content, the Licensed Site, or both for any unlawful purpose.
5.
License revoked.
Your license to use the Licensed Content and the Licensed Site is
immediately revoked, without notice from Licensors, in the event that you
breach any provision of this EULA.
6.
General terms.
(a)
Term and termination. Any
party may terminate this EULA upon notice to another.
In the event of termination, all licenses hereunder immediately
terminate, and you agree to discontinue accessing and attempting to access the
Licensed Site. The terms of
sections 2, 4, and 6 of this EULA shall survive its termination.
(b)
Disclaimer of warranties.
Licensors provide the LIcensed site and Licensed Content on an "as is," "as
available" basis. Licensors make no
warranty as to the accuracy, completeness, currency, or reliability of the
Licensed Content. you are advised
that factual material in the Licensed content, though deemed reliable, may
contain errors and is subject to revision at all times.
You are advised to confirm all factual material upon which you intend to
rely in any transaction. The
Licensors expressly disclaim all warranties with respect to the Licensed Site
and the Licensed Content, including the implied warranties of merchantability
and fitness for a particular purpose.
Possible errors in the Licensed Content include, but are not limited to,
incorrect measurements, improper classification of rooms and features according
to local zoning codes, incorrect status with regard to availability for sale,
incorrect photograph, and incorrect information about improvements.
(c)
Limitations and exclusions of
liability.
Under no circumstances shall the Licensors
be liable to you or anyone else for any direct, indirect, incidental, special,
consequential, Exemplary, or punitive damages that result from the use of, or
inability to use, the licensed site, the Licensed Content, Or Both.
Your sole remedy, in the event the Licensors or any one of them breach
this EULA, shall be to terminate this EULA.
IN THE EVENT THE LIMITATIONS SET
FORTH
IN THE PRECEDING TWO SENTENCES ARE HELD BY ANY COURT TO BE UNENFORCEABLE,
lICENSORS SHALL NOT IN ANY EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR DAMAGES OF
ANY KIND IN EXCESS OF $500.
(d)
Indemnification. You will
defend, indemnify and hold the Licensors harmless from and against any and all
liability, damages, loss or expense (including reasonable fees of attorneys and
other professionals) in any claim, demand, action or proceeding initiated by
any third-party against the Licensors arising from any of your acts, including
without limitation violating this or any other agreement or any law.
(e)
Assignment. You may not
assign or delegate this EULA or any obligations, rights, or duties hereunder.
Any attempted or purported assignment or delegation in contravention of
this section is null and void.
(f)
Integration and severability.
This EULA contains the entire understanding of the parties and supersedes all
previous oral and written agreements on the subject matter hereof.
Each provision of this EULA is severable from the whole, and if one
provision is declared invalid, the other provisions shall remain in full force
and effect.
(g)
Governing law. This EULA
shall be governed by, and construed in accordance with, the laws of the State
of
Minnesota
applicable to contacts made and performed in
Minnesota
, but without regard to the choice of law and conflicts of law
provisions thereof. The parties
hereby agree that any dispute under this EULA shall have its forum in the state
or federal courts located in
Ramsey County,
Minnesota, in the
United States of America
, and the parties hereby consent to personal jurisdiction therein
and expressly waive any defenses to personal jurisdiction, including forum non conveniens.