User is the only individual person authorized to use User’s assigned User ID and password to access the Platform. User is responsible for maintaining the confidentiality of User’s ID and password and is responsible for all activities that occur under User’s account. User represents and warrants that (i) User’s use of the Platform, any content provided or posted by User and User’s conduct of its business as associated with the Platform: (1) shall not: infringe or violate the rights of any third party, including but not limited to, intellectual property, privacy, contractual or publicity rights of other; (2) is not obscene, profane or offensive to a reasonable person, and (3) is not hateful, discriminatory, threatening or unlawful and (ii) the Platform will not be used by User for any illicit or illegal purposes, and User shall not interfere with or disrupt other licensee’s use of the Platform or business operations. User shall be solely responsible for complying with all applicable laws, including state and local law requirements in its use of the Platform and conduct of business. User shall conduct its business and use the Platform in a professional manner and in accordance with industry best practices and Ripcord Support’s published or posted guidelines and policies in the knowledgebase and any instructions provided by Ripcord Support (“Policies”). Ripcord Support further reserves the right to suspend or prohibit access to the Platform by any Agent, Broker, Preferred Lender or other third party representative if Ripcord Support reasonably determines that such person or entity is not an authorized User or is not in compliance with these Terms.
Email and Texting Policy
No Transfer. All right, title and interest in and to the Platform shall remain the sole property of Ripcord Support, including all copyrights, trademarks and other intellectual property herein. Other than as set forth herein, nothing herein shall grant either party any interest in or to the intellectual property of the other party. Ripcord Support expressly reserves all rights in and to the Platform not expressly granted herein. User shall not resell, sublicense, distribute, offer subscription services or otherwise provide use of the Platform to third parties.
User agrees to respect and not to remove, obliterate or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing on the Platform or any output thereof. No Modification or Reverse Engineering. User shall not modify, reverse engineer, disassemble, or decompile the Platform or any portion thereof.
Restrictions on Use of Platform.
User acknowledges and agrees that it shall not access or use the Platform using automated means (bots, spiders, scrapers or similar means or processes) without Ripcord Support’s express permission or use the Platform in any manner that directly or indirectly interferes with the proper working of or places an unreasonable load on the Platform or Ripcord Support’s infrastructure. User will not in any manner or by any means extract data from the Platform for storage on a separate server or database. User may not access or use, or allow access or use by any User, the Platform by any competitor of Ripcord Support without Ripcord Support’s prior written consent. User may not access the Platform for the purposes of monitoring its availability, performance or functionality or for any other benchmarking or competitive purpose or to build or improve any competitive product or service.
Use of Data.
User further understands and agrees that Ripcord Support may aggregate and analyze data generated by use of the Platform by User and its other licensees, including but not limited to average unit pricing, housing inventory, average length of time for a property to be on the market in a territory and similar information. Ripcord Support shall have the right to use, disclose and distribute such aggregate data and statistics to third parties, with or without consideration, in its sole discretion and without any additional payment to User.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL RIPCORD SUPPORT BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF BUSINESS OR LOST PROFITS OR GOOD WILL, (OTHER THAN DIRECT DAMAGES) THAT RESULT FROM (i) THE CONTENT OF, USE OF, OR INABILITY TO USE THE PLATFORM, WEBSITE, SERVICES OR ANY OTHER RIPCORD SUPPORT WORK PRODUCT, (ii) THE STORAGE, TRANSMISSION, DELIVERY, TRANSFER, LOSS, BREACH, CONTAMINATION, CORRUPTION, COPYING, USE, OR DISCLOSURE ANY USER DATA OR ANY THIRD PARTY DATA ARISING FROM OR IN CONNECTION WITH THESE TERMS OR THE PERFORMANCE THEREOF, OR (III) ANY BREACH OF THESE TERMS BY RIPCORD SUPPORT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), INFRINGEMENT, OR ANY OTHER BASIS – EVEN IF RIPCORD SUPPORT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND/OR DAMAGES. WITH RESPECT TO DIRECT DAMAGES, USER’S REMEDY IS LIMITED TO ONE OF THE FOLLOWING: A REFUND OF USER’S MOST RECENT TWELVE (12) MONTHS WORTH OF PAID LICENSE AND SERVICE FEES, OR REPAIR/REPLACEMENT OF THE WEBSITE OR PLATFORM, AT RIPCORD SUPPORT’S DISCRETION. THESE DISCLAIMERS AND LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
User shall defend, indemnify, save and hold Ripcord Support (including the officers, directors, employees, managers, members, owners, contractors, representatives, successors and assigns of Ripcord Support) harmless from any and all actions, judgments, damages, demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, whether asserted or threatened (collectively, any “Actions”) that arise from or are related to (i) User’s or its Users’ use of the Ripcord Support Platform, Website and/or Services; (ii) breach of these Terms by User (iii) any claims of infringement or other claims arising from use of the User Branding, Content or provided domain name; and (iv) any claims arising out of any products or services sold or otherwise distributed by User through the Website or Platform, including any personal or property injury and damage. Ripcord Support shall have the right to participate in the defense or settlement of any such Action at its own expense and with counsel of it’s choosing. User may not settle any Action without Ripcord Support’s consent, by written notice to User, may elect to undertake its own defense and settlement of any Action; provided, however, in such event, User’s defense obligations with respect to that Action (but not with respect to any other Action) will be deemed excused.
Governing Law and Venue
The laws of the State of Florida shall govern these Terms. You agree that any action at law or in equity arising out of or relating to the Ripcord Support Platform shall be filed exclusively in the state or federal courts located in Hillsborough County, Florida, and you hereby consent and submit to the personal jurisdiction of such courts.