Terms of Use

1. These Terms

This is a legally binding agreement. The terms “you” and “your” refer to an individual registering with or accessing the Service. You represent that you have the full right, power, and authority to enter into and perform these Terms without the consent of any third party.

We may, in our sole discretion, amend these Terms from time to time upon notice. Your continued use of the Service after any such change constitutes your acceptance of the amended Agreement. If you do not agree to any portion of these Terms at any time, you must cease your access and use of the Service.

2. Use of the Service

A. Accounts

You may register, maintain, and create an Account for the Service. You are responsible and liable for all activities conducted in connection with your Account, and the accuracy of all information relating thereto, including contact, technical and payment information, and your login credentials. You will promptly (i) update any Account information when it changes, and (ii) notify us of any unauthorized use of your Account, including any security or data breach. You may only connect to the Service through your Account and in accordance with our access procedures. You will not allow an Account to be shared or used by more than one individual. By providing us with your email address you consent to us sending you Service-related notices. You must be eighteen (18) years of age or older to use the Service.

• (i) use the Service in violation of any third party license or agreement;
• (ii) use the Service to collect, process, or store bank account information, credit or debit card information, personally identifiable information pertaining to children under 13, or health or medical information (including ‘Protected Health Information’ as defined in the Health Insurance Portability and Accountability Act of 1996);
• (iii) sublicense, sell, transfer, assign, distribute, republish, rent, lease or transmit in any form or by any means any part of the Service;
• (iv) use, modify, copy, or create derivative works from the Service or Marks without the applicable owner’s written permission, including without limitation using automated or manual means to access copy content from the Service;
• (v) frame, mirror, embed or otherwise incorporate any portion of the Service in any other service or product;
• (vi) reverse engineer, decompile, or disassemble any part of the Service, or use or access any part of the Service in connection with any other product or service using features, functions or graphics similar to any part of the Service;
• (vii) remove, obscure, or alter any Intellectual Property Rights notice related to any part of the Service or Marks;
• (viii) send or store unsolicited, infringing, harassing, obscene, threatening, harmful, defamatory, or otherwise unlawful Content;
• (ix) facilitate the transmission or use of any: (a) malicious code (including malware, viruses, worms, and Trojan horses); (b) traps, time bombs, or other code with a latent ability to disable or cripple software or services; or (c) code that would allow any party to interfere with or access any of portion of the Service;
• (x) interfere with, disrupt, or overburden the integrity or performance of the Service, or interfere with any other use of the Service;
• (xi) attempt or assist others to attempt to gain unauthorized access to the Service or its related systems or networks; or
• (xii) use the Service in any way not expressly authorized by these Terms.

C. Service Changes; Suspension

We may, without prior notice, change the Service, stop or suspend access to any or all of the Service, or create usage limits for the Service. Your continued use of the Service after any change or limitation constitutes your acceptance thereof.

D. Monitoring; Records

We have the right, but not the obligation, to review and monitor your use of the Service at any time, with or without notice, including Communications, to ensure compliance with these Terms.

E. User Content and Behavior

Because we do not control Content, you acknowledge and agree that we are not responsible for any Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Your interactions with Users are solely between you and such Users and we are not responsible or liable with respect to any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved. We reserve the right to change, condense or delete any content, information, or other materials on the Service (including your Content).

F. Service Content

We may provide a variety of features on the Service, including User Ratings, Agent profiles, and comments on properties for sale. We, the Affiliate Entities, our service providers, and our other licensors are merely providing you, Users and Agents a forum to exchange information, and such parties no way endorse, guarantee, or are responsible, and will not be held liable, for the accuracy or reliability of any content posted on the Service by a Client, User, or any Agent. Content and opinions posted on the Service by a you, a User, or an Agent belong to those respective author(s) and not us or any Affiliated Entity. Any use or reliance on any content and opinions posted on the Service or obtained by you through the Service is at your own risk.

H. Agent Users

Any User that holds any type of real-estate license, including, but not limited to a brokers, associate brokers or salespersons license other Agents must immediately advise us by before that User may access any password protected material including, without limitation, house listing data or other data compilations. We reserve the right to deny or terminate access to any real-estate agent who is not an Agent, except for the real-estate agent’s limited purpose of accessing the Website for verifying compliance with MLS rules.

I. Property Data Restrictions

In addition to other restrictions herein, for the avoidance of doubt, all property data provided on the Service is for your personal, sole and private, non-commercial use and not available for redistribution, retransmission or copying. You may not sell or use such data for any purpose, other than the purpose of attempting to evaluate properties or properties for sale or purchase. You acknowledge that the MLS data on the Service is owned by the respective MLS, and you acknowledge the validity of the MLS’s copyright to such data.

3. Licenses

A. License to You

Subject to these Terms, we grant you a non-exclusive, non-sublicensable, nontransferable, limited right, solely during the term of the Agreement, to access and use the Service solely for your non-commercial purposes related to searching for real estate for personal use.

B. License to Us

You grant to the us a non-exclusive, sublicensable, transferable, perpetual, irrevocable, royalty-free, worldwide license to use, develop, transmit, distribute, modify, reproduce, publicly display, and create derivative works of any of your Content to provide, develop, maintain, support, and improve the Service and the Affiliated Entities’ services.

C. Maps

The Service may feature Microsoft Bing Maps and Google Maps. Use of Microsoft Bing Maps is subject to the Bing Maps Terms of Use and use of Google Maps is subject to the Google Maps Terms of Use and Privacy Policy. Such services are not under the control of Affiliated Entities. Please review the terms of use or privacy policies of these services for rights and restrictions.

4. Ownership Rights

A. Our Ownership Rights

As between you and us, (i) we solely and exclusively own and will continue to own all right, title and interest in and to the Service and Marks; (ii) you will do nothing inconsistent with such ownership, including by challenging title or registering or attempting to register Marks or any similar trademarks; (iii) no title to or ownership in the Service or Marks, or any associated Intellectual Property Rights embodied therein, is transferred by implication to you under these Terms; and (iv) any use of Marks by you that is permitted under these Terms will inure to the benefit of and be on behalf of the applicable owner. You will promptly notify us of any use of the Service or Marks by any party that is not authorized by these Terms. If you provide us or any affiliate with Feedback, you assign to such entity all right, title and interest in and to such Feedback, including all Intellectual Property Rights therein, waiving all claims thereto, including claims of payment and credit.

B. Your Ownership Rights

As between you and us, and subject to Sections 3(B) and 4(A) above, you own all right, title and interest in and to your Content.

5. Data

You agree that the Affiliated Entities, including us, may collect, store, use, and distribute information in accordance with the Privacy Policy, including in respect of your information and data. You will comply with the Privacy Policy.

6. Compliance

We do not provide compliance services. You agree that the Service is provided for your convenience only, and not for purposes of enabling you to meet your obligations under Applicable Law and third party agreements. You are solely responsible for ensuring compliance with such obligations.

7. Payment

If any amounts are due hereunder, you will pay us in accordance with statements issued by us or otherwise as agreed within the Service. Pricing for any portion of the Service is subject to change upon our notice. Pricing excludes, and you will pay, all taxes, but neither party will pay income taxes of the other party. For any amount you fail to pay by its due date, we may charge you a late penalty on the amount overdue each day it is overdue until it is paid, equal to the lesser of (a) the maximum legally permissible interest rate, and (b) an interest rate of five percent (5%), which reflects the cost of our efforts to collect your payment. You will pay amounts through the means determined by us, including without limitation through a payment service provided by us or a PSP. If a PSP is used, you may also be required to register with the PSP, agree to the PSP’s terms of service and privacy policies, and go through a vetting process at the request of the PSP. Please note we are not a party to the PSP’s terms of service and privacy policies and we have no obligations or liability to you under any such terms or policies.

8. NO WARRANTIES

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. USE OF THE SERVICE HEREUNDER IS AT YOUR SOLE RISK. THE AFFILIATED ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO AFFILIATED ENTITY, INCLUDING US, AND EACH OF THEIR LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY PORTION OF THE SERVICE, CONTENT THEREIN (INCLUDING WITHOUT LIMITATION ZAPSCORE AND SIMILAR FEATURES) OR MLS FEED IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR COMPLY WITH LAWS APPLICABLE TO YOU; THAT ANY PORTION OF THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, BACKED UP, SECURE, OR FREE FROM BREACH OR INTERCEPTION OF DATA OR YOUR CONFIDENTIAL INFORMATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DOWNLOADED AT YOUR OWN RISK. NEITHER US NOR ANY AFFILIATED ENTITY WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT, SERVICE, LINK OR ADVERTISEMENT OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY LINKED WEBSITE OR SERVICE, AND NEITHER US NOR ANY AFFILIATED ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY SUCH THIRD PARTY.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL ANY AFFILIATED ENTITY, INCLUDING US, OR ANY OF THEIR EMPLOYEES, LICENSORS, CONSULTANTS, CONTRACTORS, OR DIRECTORS, BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, ERRORS, OMISSIONS, MISCALCULATIONS, MISREPRESENTATIONS OF VALUE, OR FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL , EXEMPLARY, OR OTHER DAMAGES. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ANY AFFILIATED ENTITY, INCLUDING US, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION ON LIABILITY DOES NOT APPLY TO PERSONAL INJURY. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

10. Indemnification

You will indemnify, defend and hold us, including any Affiliated Entity, including us, harmless from and against any and all Claims to the extent arising out of or in connection with your(i) breach of these Terms; (ii) conduct involving fraud, negligence, omissions, or willful misconduct; and (iii) misuse of the Content or any other misuse of the Service.

11. Third Parties

We may, in our sole discretion, (a) delegate or subcontract the performance of any portion of the Service to third party service providers, and (b) make available one or more Third Party Products to you in connection with the Service. Third Party Products may be separately licensed to you by their respective providers. If you access a Third Party Product from the Service, you do so at your own risk, and the User understands that these Terms and the Privacy Policy do not apply to your use of such sites. You expressly relieve us from any and all liability arising from your use of any Third Party Product, and we make no representations or warranties of any kind in respect thereof. PLEASE ALSO VISIT THIRD PARTY WEBSITES TO REVIEW THEIR TERMS OF USE.

12. Confidentiality

Recipient may use Disclosing Party’s Confidential Information solely to perform Recipient’s obligations or exercise its rights hereunder. Recipient will not knowingly disclose, or permit to be disclosed, Disclosing Party’s Confidential Information to any third party without Disclosing Party’s prior written consent, except that Recipient may disclose Disclosing Party’s Confidential Information solely to Recipient’s employees and/or subcontractors who have a need to know and who are bound in writing to keep such information confidential pursuant to confidentiality agreements containing nondisclosure obligations substantially similar to those in these Terms. Recipient agrees to exercise due care in protecting Disclosing Party’s Confidential Information from unauthorized use and disclosure, and in any case will not use less than industry standard security measures and the degree of care a reasonable person would use. The foregoing will not apply to any information that: (i) is in the public domain through no fault of Recipient; (ii) was properly known to Recipient, without restriction, prior to disclosure by Disclosing Party; (iii) was properly disclosed to Recipient, without restriction, by another person with the legal authority to do so; (iv) Recipient independently develops without use of Disclosing Party’s Confidential Information; (v) is expressly permitted to be disclosed pursuant to the terms of these Terms; or (vi) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, where possible, Recipient provides to Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object thereto. Our Confidential Information includes these Terms, our pricing, our Intellectual Property Rights, and the Service. Notwithstanding the foregoing, our obligations under this section are subject to the disclaimers set forth in Section 8 above.

Our obligations with respect to your Confidential Information under these Terms are subject to the Privacy Policy. Please review our Privacy Policy.

13. Termination

These Terms will continue in full effect unless and until your Account or these Terms is terminated as described herein. We may terminate these Terms for convenience upon notice. Upon termination of the Agreement, the rights and licenses granted to you hereunder will immediately terminate. Upon termination of these Terms, you grant to us a non-exclusive, non-sublicensable, non-transferable, irrevocable, and perpetual license to use the data and information collected by the Service under your Account during the term of these Terms, and to use such data and information in accordance with the Privacy Policy.

14. Third Party Beneficiary

You expressly acknowledge and agree that Brand has the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof, and that Brand will have the full benefits of these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties and as otherwise expressly stated herein.

15. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

16. General

A. Nature of Relationship

The relationship of the parties under these Terms will be that of independent contractors. Neither these Terms as a whole or any part of these Terms will render either party the agent, representative, servant, or employee of the other party. Neither party has the power, express or implied, to bind the other party in any manner or to make representations on behalf of the other party regarding any matter. Except as stated in the Agreement, we will in no way be restricted from using or commercializing all or any portion of the Service or performing or receiving any services from any third party including services the same as or similar to Service provided or received in connection with these Terms.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. ARBITRATION IS A WAIVER OF THE RIGHT TO BRING SUIT IN COURT.

THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

IF YOU ARE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

WE BOTH AGREE TO ARBITRATE:

You and all Affiliated Entities agree to resolve any claims relating to these Terms through final and binding arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances, any Affiliated Entities may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Site, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

WHAT IS ARBITRATION: Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. Thus, you agree that you are waiving your right to sue or go to court to secure relief, and instead agree to the arbitration process as stated in this provision. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

ARBITRATION PROCEDURES: The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. If there is a conflict between JAMS Rules and the rules set forth in this Agreement to Arbitrate, the rules set forth in this Agreement to Arbitrate will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, except that for claims of less than $1,000, you will be obligated to pay $25 and we will pay all other administrative costs and fees. In addition, for claims of less than $1,000, we will reimburse you for the $25 fee if the arbitrator rules in your favor. Arbitration under this agreement shall be held in the United States county where you live or work, New Jersey, or any other location we mutually agree to, subject to New Jersey law . The arbitration may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

AUTHORITY OF ARBITRATOR: The arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. The arbitrator’s decision may be entered as a judgment in a court of competent jurisdiction.

NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and the Affiliated Entities in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, BOTH PARTIES HEREBY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

Choice of Law/Forum Selection

In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction in the United States District Court for the District of New Jersey or in state court in Morris County, New Jersey.

C. Notices

All notices and other communications to be given to any party hereunder will be sufficient for all purposes hereunder if in writing, properly addressed as set forth below in this section and delivered (a) by hand or courier (delivery of notice deemed to occur upon delivery), (b) if sent electronically on the date delivered to the authorized email address, (c) by overnight delivery service (delivery of notice deemed to occur upon delivery and written confirmation thereof by such service), (d) by certified or registered mail, return receipt requested, with appropriate postage prepaid (delivery of notice deemed to occur upon signature of the receipt by the recipient), or (e) if from us to you, posted to your Account on the date posted. If to us, notices may be sent to info@cbhallmark.com. If to you, your email and mailing address as identified in our records.

D. Headings; Interpretation

Section headings used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. As used herein, “including” means “including without limitation.”

E. Severability

The provisions of the Terms and Conditions are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision of the Terms and Conditions is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by us, or alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from the Terms without affecting the validity, legality or enforceability of any of the remaining provisions.

F. Waiver

A waiver of any provision of these Terms must be made in writing to be effective, and our waiver of a breach of any provision or right contained in these Terms will not constitute a continuing waiver or waive any subsequent breach or right.

G. Force Majeure

Except with respect to your payment obligations, neither party will be liable for failures or delays in the performance of its obligations hereunder due to causes beyond its reasonable control, including, in respect of the provision of the Service, failures or delays caused by our service providers, any act of God, terrorist attacks, inclement weather, accidental damage, vandalism, failure or shortage or power supplies, flood, drought, lightning or fire, strike, lock-out, trade dispute or labor disturbance, or any act or omission of government or other competent authorities.

H. Entire Agreement

These Terms, and documents incorporated herein, comprises the entire agreement between us and you and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding its subject matter.

I. Survival

Sections 1, 2(E), 2(F), 2(G), 2(I), 3(B), 4-17 will survive any termination or expiration of these Terms.