Housing Trends eNewsletter
Terms of Service Agreement
Move, Inc. ("FrogPond"), a Texas corporation with offices at 101 Westcott, Suite 102, Houston, Texas 77007 grants to you (“Subscriber”) during the term a right to access and use the Housing Trends eNewsletter (“Newsletter”) pursuant to this Agreement. Before you can distribute or display a link to the Newsletter on your website or other electronic communication you must click the “I Agree” checkbox.
THE FOLLOWING TERMS, CONDITIONS AND AGREEMENTS GOVERN YOUR SUBSCRIPTION TO, AND USE OF, THE NEWSLETTER. FROGPOND IS WILLING TO ACCEPT YOUR SUBSCRIPTION TO AND PROVIDE YOU A LINK TO THE NEWSLETTER ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. PLEASE READ THEM CAREFULLY, AS BY CLICKING THE “I AGREE” CHECKBOX CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND AS SUCH CREATES A BINDING CONTRACT BETWEEN YOU AND FROGPOND. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, PLEASE LEAVE THIS WEBSITE IMMEDIATELY AND YOU MAY NOT SUBSCRIBE TO OR USE THIS NEWSLETTER.
1. GRANT OF LICENSE TO NEWSLETTER.Subject to the provisions, terms and conditions of this Agreement, FrogPond hereby grants to Subscriber, during the term hereof, a non-exclusive, non-transferable right and license to a Newsletter link which will be provided to Subscriber by FrogPond. Subscriber has the right to distribute the link to Subscriber's email distribution list as Subscriber desires and to display this link on Subscriber's website or other electronic communication. In no event shall the Newsletter link be displayed on the website of any third party or incorporated into any electronic communications by any third party. The Subscription provided to Subscriber is subject to this Agreement, as it may be amended by FrogPond, and any guidelines, rules or operating policies that FrogPond may establish and post from time to time. By posting updated versions of the Agreement on www.hten.con, or otherwise providing notice to Subscriber, FrogPond may modify the terms of this Agreement and may discontinue or revise any or all other aspects of the Newsletter in its sole discretion. All such changes shall become effective upon posting of the revised Agreement. Subscriber may terminate this Agreement immediately upon posting by FrogPond of any such changes with email notice to FrogPond.
2. CONDITIONS, PROHIBITIONS AND LIMITATIONS ON LICENSE.
2.1 FrogPond reserves any and all rights not expressly stated herein. Subscriber shall not:
(i) modify, alter, adapt, or create derivative works from the Newsletter link;
(ii) sublicense, lease, rent, assign, repackage or rebrand the Newsletter link;
(iii) commercially exploit the Newsletter link in any manner whatsoever; or
(iv) cause, assist or permit any third party to do any of the foregoing.
(v) copy and/or repurpose any images contained in the Newsletter.
2.2 Use Prohibitions. During the term hereof, FrogPond has the right, but not the obligation, to review and approve the manner in which the Newsletter link is displayed on Subscriber's website or in its electronic communication to verify Subscriber’s compliance with the terms and conditions of this Agreement. Without limiting the foregoing, Subscriber shall not display, or cause to be displayed, on any website page or in any electronic communication that contains the Newsletter link, any content that promotes, or links, to any site containing adult themes, grossly offensive content, tobacco or alcohol-related products, gambling-related (except in the case of promotions) products, "get rich" schemes, or material that exploits minors.
3. PROPRIETARY RIGHTS.
Subscriber acknowledges that the Newsletter and the Newsletter link are valuable commercial products, the development of which has involved the expenditure of substantial time and money, that the Newsletter and Newsletter link may include textual, statistical, financial, photographic, video or audio components which are proprietary information of FrogPond under copyright, and have been furnished to Subscriber in trust. All rights, title and interest in the Newsletter and the Newsletter link, including the ownership of the copyright therein, shall at all times remain vested in FrogPond. Except for the rights granted Subscriber herein, Subscriber agrees and understands that FrogPond shall remain the exclusive owner of all rights, title, and interest in the Newsletter and Newsletter link and all copyrights and renewals thereof, heretofore and hereafter secured therein. All publication, dissemination and other rights in and to the Newsletter and Newsletter link licensed hereunder are reserved for FrogPond in all languages, formats and media throughout the world for the sole and exclusive use or any other disposition by FrogPond, its respective assignees or grantees at any time and from time to time without obligation or liability to Subscriber.
4. TERM AND TERMINATION.
4.1 Term. The term of this Agreement shall be one (1) month commencing upon the date Subscriber electronically “executes” this Agreement by click-through unless sooner terminated in accordance with Section 4.2 and shall automatically renew for successive months until terminated at the will of either party without notice.
4.2 Termination. In the event Subscriber violates the terms and conditions this Agreement, FrogPond shall automatically terminate this Agreement and deactivate Subscriber's access to the Newsletter and Subscriber shall no longer receive the Newsletter link.
5. INDEMNIFICATION BY SUBSCRIBER AND LEGAL REMEDIES.
Subscriber shall protect, defend, indemnify and hold harmless FrogPond and its officers, directors, employees, shareholders, agents, or representatives from any and all liability, damages, loss or expense, including reasonable fees of attorneys and other professionals, arising from any claim, demand, action or proceeding initiated by any third party against any of them based upon the negligent, intentional or illegal acts of Subscriber, Subscriber's employees, or any other agent of Subscriber, including but not limited to any unauthorized use of the Newsletter or Newsletter link. Subscriber shall assist FrogPond, at Subscriber's expense, in the defense or settlement of any claim to which these indemnification obligations apply. These indemnification provisions shall survive the termination of the Subscriber's participation in receiving the Newsletter link and the termination of this Agreement. Subscriber agrees that in the event of such unauthorized use of the Newsletter or Newsletter link, FrogPond may seek injunctive relief or other equitable remedies against Subscriber in addition to all available remedies at law. In the event legal action is taken against Subscriber, or against Subscriber and FrogPond, and FrogPond prevails in obtaining equitable relief, monetary damages, or legal fees and costs incurred by FrogPond, Subscriber will be obligated to reimburse FrogPond for the reasonable attorneys’ fees, costs and expenses it incurred in pursuing such legal action or collecting a judgment.
6. ACCURACY OF INFORMATION AND SUPPORT.
6.1 Subscriber represents and warrants that the subscription information submitted, including links to Subscriber’s website, Subscriber’s listings, Subscriber’s IDX website and all Subscriber content therein: (i) shall be true, accurate, current, complete and not misleading; (ii) shall not violate the rights of any third party; and (iii) shall not be fraudulent. Subscriber also agrees to maintain and promptly update their subscription information with FrogPond in order to keep the information true, accurate, current, and complete.
6.2 Subscriber shall be responsible for providing users of the Newsletter link with support and technical assistance. FrogPond will provide e-mail support to Subscriber during normal business hours. FrogPond at its sole discretion, may provide updates to the Newsletter or Newsletter link from time to time.
7. LOGIN ID AND PASSWORD
You shall treat your Login ID and Password as private, confidential and personal and shall safeguard and maintain their confidentiality. You are entirely responsible for all activities that occur under your account. You agree to notify FrogPond immediately of any unauthorized use of your account or any other breach of security. Use by any other person or entity shall be considered theft. FrogPond will not be liable for any loss that you may incur as a result of someone else using your Login ID, Password or account, either with or without your knowledge. You shall be liable for any consequences that may result from unauthorized disclosure of your Login ID and Password, whether intentional, negligent or inadvertent, including but not limited to immediate termination of your Newsletter subscription and liability for liquidated damages. This obligation to maintain confidentiality shall survive the termination of this Agreement.
Furthermore, you acknowledge that damages suffered by FrogPond from access to or use of the Newsletter by an unauthorized third party as a result of disclosure of your Login ID or Password would be speculative and difficult to quantify. Accordingly, as a material inducement to FrogPond to enter into this Agreement with you, you agree that in the event that any disclosure of your Login ID or Password that results in access to or use of the Newsletter by or for an unauthorized third party, regardless of whether such disclosure is intentional, negligent or inadvertent, you shall be liable to FrogPond for liquidated damages in an amount not to exceed Five Hundred Thousand Dollars ($500,000.00).
8. USER SUBMITTED CONTENT
You are responsible for any messages, reviews, text, photos, videos, graphics, code, or other content or materials (the "User Content") that you post, submit, publish, display or link to within the Newsletter.
FrogPond does not claim ownership of the User Content. However, you grant FrogPond a royalty-free, perpetual, irrevocable and fully sublicensable license to publish, reproduce, distribute, display, adapt, and otherwise use the User Content in any manner. You understand and agree that any User Content that you post or submit may be redistributed through the internet and other media channels, may be viewed by the general public, and that no compensation will be paid with respect to FrogPond’s use of User Content.
You understand that FrogPond is only providing a service that allows users to access information that is being made available by others. FrogPond does not approve or control the User Content, therefore, you may be exposed to User Content that is offensive, indecent, or objectionable. FrogPond does not endorse any particular User Content and does not guarantee the accuracy, integrity or quality of any User Content, and therefore, will not be liable in any way for any loss or damage of any kind that may incur as a result of the use of any User Content. FrogPond assumes no responsibility for User Content or for the conduct of the user submitting User Content. FrogPond, as a provider of interactive services, is not liable for any statements, representations, or User Content, and assumes no responsibility for monitoring the Newsletter for appropriate User Content or conduct and has no obligation to screen, edit, or remove any of the User Content. However, FrogPond may monitor, screen, edit, or remove any User Content at any time, for any reason, or for no reason at all. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves.
9. THIRD PARTY APPLICATIONS
10. FROGPOND TRADEMARKS, SERVICE MARKS AND LOGOS.
Subscriber shall have the right, during the term of this Agreement, to use the name of the Newsletter in advertising, promotion and marketing materials in connection with the display or distribution of the Newsletter link.
11. WARRANTY DISCLAIMER.
SUBSCRIBER EXPRESSLY AGREES THAT THE NEWSLETTER AND NEWSLETTER LINK AND/OR CONTENT PROVIDED BY THIRD PARTIES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND THAT USE OF THE NEWSLETTER, NEWSLETTER LINK AND/OR CONTENT PROVIDED BY THIRD PARTIES ARE AT THE SOLE RISK OF THE SUBSCRIBER. FROGPOND DOES NOT WARRANT THAT THE NEWSLETTER OR NEWSLETTER LINK WILL BE UNINTERRUPTED OR ERROR-FREE, AND FROGPOND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE NEWSLETTER AND NEWSLETTER LINK. FROGPOND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FROGPOND DOES NOT WARRANT THAT THE NEWSLETTER, THE NEWSLETTER LINK, OR THE CONTENT PROVIDED BY THIRD PARTIES CONTAINED IN THE NEWLETTER IS ERROR-FREE, NOR THAT IT WILL MEET SUBSCRIBER’S REQUIREMENTS, NOR THAT ANY ELECTRONIC TRANSMISSION THEREOF WILL OPERATE IN AN ERROR-FREE MANNER.
12. LIMITATION OF LIABILITY.
Neither FrogPond nor any of its officers, directors, employees, shareholders, agents, or representatives shall be liable to Subscriber or anyone else for any direct, indirect, incidental, special, or consequential damages that result from the use of, or inability to use, the Newsletter or Newsletter link.
13. SUBSCRIBER AUTHORIZATION TO ENTER THIS AGREEMENT.
Subscriber represents and warrants that the individual who electronically executes this Agreement is duly authorized to enter into this Agreement.
14. MISCELLANEOUS14.1 This Agreement contains the entire understanding of the parties and supersedes all previous oral and written agreements on the subject hereof.
14.2 If any of these terms or conditions are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions.
14.3 Any failure by FrogPond to assert any rights it may have under this agreement does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity.
14.4 The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
14.5 This Agreement may not be assigned by Subscriber without the prior written consent of FrogPond. FrogPond may assign this Agreement at any time without the consent of Subscriber. Subject to the foregoing, this Agreement will be binding to the successors and assigns of the parties.
14.6 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to conflict of law principles, thereof, and be limited to the exclusive jurisdiction and venue of the state or federal courts located in Harris County, Texas and shall benefit and be binding upon the parties hereto and their respective successors and assigns.
14.7 Subscriber acknowledges its responsibility under the CAN SPAM Act and holds FrogPond harmless from any and all liability arising thereunder and further agrees, understands and acknowledges that Subscriber is the “sender” as that term is defined by 15 U.S.C. 7702(16) and the rule interpreting the term “sender” 16 C.F.R. 316.2(m).
14.8 Subscriber will, as a benefit of using the Housing Trends eNewsletter, receive monthly by email The Pond Report containing information designed to make agents more productive and profitable.
15. DIGITAL SIGNATURE PROVISION.
15. DIGITAL SIGNATURE PROVISION.
You represent and warrant that you have the legal right, power and authority to agree to the terms of this Agreement. You further agree that your actions of clicking the “I Agree” checkbox constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you.