• 1.1 “Access Right” has the meaning set forth in Section 2 herein.
• 1.2 “Buyer” means any party that seeks to purchase any Posted Real Estate, including without limitation a purchaser under the GT Xchange Documents.
• 1.3 “Company Policies” has the meaning set forth in Section 2 herein.
• 1.4 “Company IP Assets” has the meaning set forth in Section 6 herein.
• 1.5 “Company Servers” or “Servers” means any servers, other hardware, other computer systems or other software applications which are proprietary to, or leased or otherwise used by, Company to support the OffersTree Portal.
• 1.6 “Company Trademark(s)” means any of the Company's trademarks, service marks, names, or logos, including without limitation the Company's proprietary OffersTree™ trademark.
• 1.7 “Fee” has the meaning set forth in Section 3 herein.
• 1.8 “GT Xchange Documents” means the Company's proprietary and copyright-protected forms of agreements and documentation made available to the Buyer and/or Seller through the OffersTree Portal for use by such Buyer and Seller for their Real Estate Transaction involving certain Posted Real Estate. Estate Transaction involving certain Posted Real Estate.
• 1.9 “OffersTree Portal” means collectively: (a) GT Xchange's proprietary online, web-based platform, supported by its underlying proprietary software programs, which is designed to provide Buyers and Sellers the ability to view Posted Real Estate and then, using the GT Xchange Documents, prepare an agreement for the consummation of the Real Estate Transaction between the Buyer and Seller regarding one or more of the Posted Real Estate and then, using the GT Xchange Documents, prepare an agreement for the consummation of the Real Estate Transaction between the Buyer and Seller regarding one or more of the Posted Real Estate; and (ii) all of the GT Xchange Documents made available by GT Xchange to the Users.
• 1.10 “Posted Real Estate” means the particular real estate that is posted by GT Xchange or a Seller on the OffersTree Portal.
• 1.11 “Posted Real Estate Data” has the meaning set forth in Section 4 herein.
• 1.12 “Real Estate Transaction” means a transaction between a Buyer and Seller regarding the purchase and sale of Posted Real Estate.
• 1.13 “Seller” means any party that seeks to sell any Posted Real Estate, including without limitation a seller under the GT Xchange Documents.
• 1.14 “Subscription” has the meaning set forth in Section 3 herein.
• 1.15 “Use Period” has the meaning set forth in Section 3 herein.
• 1.16 “User(s)” or “You” has the meaning set forth above.
• 1.17 “User Content” means any information, data, or other content owned or controlled by the User that is used by the User in the course of using the OffersTree Portal or any GT Xchange Documents under this Agreement; provided, however, the parties hereby agree (for purposes of clarity and for the avoidance of doubt), that User Content does not include any GT Xchange Documents as such term is defined herein.

• 2.1 Subject to User's strict compliance with this Agreement, Company grants to User, only during the term of the Use Period, a personal, limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to allow only the User the ability to access and use the OffersTree Portal only in the format that the OffersTree Portal is made available by GT Xchange and only for the following purposes (the “Permitted Purposes”), but for no other uses or purposes or functionalities whatsoever:
  • to review information about the Posted Real Estate;
  • to use the GT Xchange Documents solely through the OffersTree Portal for the sole purpose of developing agreements between the applicable Buyer and Seller to consummate their Real Estate Transaction only for the Posted Real Estate;
  • to use those other features or functionalities that the Company makes available to Users only through the OffersTree Portal (hereinafter the “Access Right”).
  Without limiting any other right of the Company under this Agreement, the Company has the right, at any time and from time to time, to close or suspend accounts of any User, including without limitation suspending or terminating any User's Access Right.
• 2.2 Without limiting any other conditions or limitations set forth in the foregoing Access Right in Section 2.1, and for clarity and the avoidance of doubt, the User and all other Users hereby agree that:
  • the User is only permitted to use the GT Xchange Documents exclusively through, and solely as provided by, the OffersTree Portal (and only in the version as then provided by GT Xchange); and
  • this Agreement explicitly prohibits the distribution, sharing, dissemination, reproduction, copying, or any other uses of the GT Xchange Documents on any other applications, program, platform, or media other than exclusively through the OffersTree Portal and any such unauthorized uses of the GT Xchange Documents shall constitute (in addition to an infringement of the Company's copyrights and other intellectual property rights in and to its GT Xchange Documents) an immediate breach of this Agreement.
• 2.3 The User hereby further acknowledges and agrees that, in addition to any of the other terms and condition set forth in this Agreement, the User's Access Right to use the OffersTree Portal and the GT Xchange Documents are hereby explicitly conditioned and subject to each User's compliance with any and all additional rules, policies, procedures, or guidelines which may be adopted by Company from time to time, or at any time, which govern the permissible conduct of all Users of the OffersTree Portal and which impose any other conditions or limitation on the permissible ways that Users are allowed to use the OffersTree Portal and any GT Xchange Documents (hereinafter collectively referred to as the “Company Policies”).
• 2.4 The User is hereby further acknowledges and agrees that the foregoing Access Right is further subject to and conditioned as follows:
  • (a) Company has the right, in its sole discretion, at any time or from time to time, to change, amend, modify, suspend, discontinue, cease, or otherwise terminate any or all of the features or functionalities of the OffersTree Portal, in whole or any parts thereof, including without limitation discontinuing the Company's support of the entire OffersTree Portal, or any portions thereof (collectively,"Change or Discontinue Support of the OffersTree Portal");
  • (b) Each User acknowledges and agrees that, in the event the Company exercises it right under this Agreement to Change or Discontinue Support of the OffersTree Portal in any way: (i) the OffersTree Portal, and/or any other part of the OffersTree Portal, may not operate or function, in whole or in part; and (ii) Company shall not have any obligation or liability to the User in the event Company does exercise its right to Change or Discontinue Support of the OffersTree Portal in any way or at any time (or for any reason), including without limitation if such action by Company renders all or any part of the OffersTree Portal inoperative or non-functioning; and (iii) If Company exercises its right to Change or Discontinue Support of the OffersTree Portal, including without limitation suspending, discontinuing, ceasing or terminating the OffersTree Portal (in whole or in part) for any reason, and after Company has given notice to the Users of its plans to take such action (the format of such notice to be determined by Company), if the User fails to access all User Content by the effective date of such action by Company, then Company is not responsible to provide access to any such User Content to the User after the effective date of such action by Company.
• 2.5 In addition to any other conditions set forth in this Agreement, each User hereby agrees to the following additional provisions (and the following provisions are further conditions on the User's Access Right):
  • (a) For clarity, and for the avoidance of doubt:
    • (i) Each User is only permitted to use the OffersTree Portal solely in accordance with this Agreement, including without limitation the Company Policies; and
    • (ii) Without limiting the generality of the foregoing, each User is explicitly prohibited from using the OffersTree Portal for any purpose or in any way that is prohibited by this Agreement or by the Company Policies.
  • (b) Users are prohibited from using any data, information, documents or other content (including without limitation any User Data) if the foregoing (in Company' determination):
    • (i) Is not owned by the User or if the User does not otherwise have the absolute right to use such data, information, documents or other content in association with the OffersTree Portal.
    • (ii) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or any other intellectual property or proprietary right of any party.
    • (iii) Is otherwise unlawful, libelous, defamatory, an invasive of privacy or of any publicity rights, harassing, threatening, abusive, inflammatory, obscene, or otherwise objectionable.
    • (iv) Contains any data or information that is false or misleading or contains any other misrepresentations of any kind.
    • (v) Would violate any other rights of any party, would constitute or encourage a criminal offense, or would otherwise violate or create liability under any laws, statutes, ordinances or regulations anywhere.
  • (c) Users shall not impersonate any other person or entity or otherwise misrepresent the User's affiliation with a person or entity;
  • (d) A User shall not use another User's user name or password without the authorization of the legitimate User;
  • (e) Users will not distribute or publish unsolicited promotions, advertising, or solicitations for any goods, services or money, including junk mail and junk e-mail;
  • (f) User will not use the OffersTree Portal for any other illegal purpose or any fraudulent scheme or transaction.
  • (g) Users are prohibited from violating or attempting to violate the security of the OffersTree Portals, any other part thereof, or of any Company Servers, including without limiting being prohibited from doing any of the following:
    • (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access;
    • (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
    • (iii) attempting to interfere with service to any other User, host, or network;
    • (iv) attempting to obtain or obtain any data or other content through any means not intentionally made available or provided for by the OffersTree Portal;
    • (v) take any other action that could damage, disable, overburden, or impair the OffersTree Portal or any Company Servers;
    • (vi) otherwise violate or attempt to violate any security features, protocols, systems or network security associated with the OffersTree Portal, any part thereof, or of any Company Servers.
• 2.6 Each User hereby agrees that Company has the right to investigate occurrences that may involve any violations of this Agreement, including without limitation any matters which could involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in any violations. In addition, Company reserves the right to cooperate with any and all law enforcement agencies, including complying with requests for information or disclosures or any warrants, court orders or subpoenas (from any party) and disclosing to law enforcement agencies any information about any User and anything a User does with respect to the OffersTree Portal. BY USER'S USE OF THE OFFERSTREE PORTAL, THE USER EXPLICITLY AUTHORIZES THE COMPANY TO TAKE SUCH ACTION.
• 2.7 If Company becomes aware of any violations or breach of this Agreement by User, Company has the right (in addition to any other rights or remedies available to Company by law, contract or equity) to take any one or more of the following actions, in its discretion: (a) suspend or terminate access to the OffersTree Portal to the User, including without limitation denying access to the User Content and/or any GT Xchange Documents to the User; (b) terminate a particular User User's right to use the OffersTree Portal; and/or (c) terminate this entire Agreement in accordance with Section 8 of this Agreement.
• 2.8 All rights granted to the User under this Agreement, including without limitation the User's Access Right to use the OffersTree Portal, will immediately terminate upon the expiration, cancellation or termination of this Agreement for any reason, including without limitation any breach by any User of this Section 2 of this Agreement.

• 3.1 The Company has the right, at any time and from time to time, to impose additional terms and conditions on the continued use of the OffersTree Portal and the GT Xchange Documents, including without limitation any of the following terms and conditions:
  • (a) The Company has the right, from time to time or at any time, to require that any continued access and use of the OffersTree Portal and/or the GT Xchange Documents must be through a subscription (a “Subscription”);
  • (b) The Company has the right, from time to time or at any time, to establish or impose any time period limits or similar parameters on the User's Access Right to use the OffersTree Portal and/or use of any of the GT Xchange Documents (a “Use Period”); and
  • (c) The Company has the right, from time to time or at any time, to charge a fee for a User's continued access or use of the OffersTree Portal and/or GT Xchange Documents ( “Fees”).
• 3.2 If the Company elects to charge any Fee as contemplated by this Section 3, the following additional terms and conditions shall apply:
  • (a) Any Fees or any other amounts owed to Company which are not paid when due shall be subject to any applicable interest payment and/or any other service charge;
  • (b) If the User fails to pay any Fee or any other amounts owed to Company after thirty (30) days of the applicable due date, Company has the right, in its sole discretion, to close or suspend accounts of any User (including without limitation suspending or terminating any User's Access Right, as such term is defined herein), and/or terminate this Agreement, and/or to initiate any other remedies at law or equity as set forth in Section 8 of this Agreement. If Company initiates any legal proceedings to collect those amounts, Company shall be entitled to recover its reasonable attorney fees and costs from the User, including those incurred prior to and at arbitration, trial or other proceeding, and in any appeal. User is solely responsible for paying any and all applicable sales, use, value added and other taxes imposed on any such Fees.
• 3.3 If, as contemplated by the above provisions of this Section 3, the Company elects to establish, or amend, any Subscription, Use Period or Fees, the Company will use a commercially reasonable method of publishing the same; provided, however, the User agrees that the Company shall determine, in its discretion, the appropriate means of such publication, including without limitation publishing its then current Fees on the Company's website (which shall constitute sufficient publication of the same to the User). THE COMPANY HAS THE RIGHT TO AMEND, FROM TIME TO TIME AND AT ANY TIME, ANY OF THE TERMS AND CONDITIONS OF ANY SUBSCRIPTION, USE PERIOD OR FEES. THE USER FURTHER ACKNOWLEDGES AND AGREES THAT THE USER'S CONTINUED USE OF THE OFFERSTREE PORTAL OR ANY GT XCHANGE DOCUMENT THEREAFTER SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE BY THE USER OF THE THEN-CURRENT TERMS AND CONDITIONS OF ANY SUBSCRIPTION, USE PERIOD AND FEES.
• 3.4 In addition to the foregoing provisions of Section 3, Seller agrees that Seller's use of the OffersTree Portal and/or GT Xchange Documents is conditioned on Seller's agreement to pay GT Xchange a “Transaction Handling Fee” equal to the greater of four percent (4%) of the purchase price in the Real Estate Transaction or two thousand dollars ($2,000.00). Seller shall pay the Transaction Handling Fee to GT Xchange at the closing of the Real Estate Transaction; provided, however, in the event (a) Seller and Buyer proceed to a closing of the purchase and sale of the Real Estate Transaction without assistance from GT Xchange or (b) if Buyer fails to close on its purchase of the property in default of applicable purchase agreement, Seller will remain obligated to pay the Transaction Handling Fee to GT Xchange concurrent with any such separate closing or termination of the purchase agreement. Further details regarding Seller's payment of the Transaction Handling Fee are detailed in the GT Xchange Documents.

All Users (including without limitation all Buyers and Sellers) hereby acknowledge and agree that:

• 4.1 The Company is a technology-based company that is providing an online platform and certain material to the Users for their informational purposes and, as such, the Company: (a) is not an agent or representative of either the Buyer or Seller; and (b) is not a party to any Real Estate Transaction.
• 4.2 It is the sole and exclusive responsibility and obligation of the Buyer and Seller to carry out and perform (and the Buyer and Seller have the sole liability for) all actions and duties needed to close and otherwise consummate, and for any failure of one or both parties to close the Real Estate Transactions for any and all Posted Real Estate, including without limitation the following:
  • (i) engaging and paying any and all third party escrow agents; and/or
  • (ii) recording all agreements or instruments as required by and with all applicable governmental agencies to evidence the closing of the Real Estate Transaction between the Buyer and Seller (hereinafter collectively referred to as the "Real Estate Transaction Closing").
  Without limiting the foregoing in any way, the Buyer and Seller hereby release the Company from any and all liability and responsibility with regard to the Real Estate Transaction Closing, including without limitation any breach by either the Buyer or Seller of any of its obligations or duties with regard to any such “Real Estate Transaction Closing”.
• 4.3 In addition to the disclaimers and waivers set forth in Section 10 herein, the Company hereby expressly disclaims and does not guarantee the accuracy or completeness of, the legal sufficiency or adequacy of, or the legal enforceability of: (a) any and all of the information, material, and/or other data describing or otherwise related to the Posted Real Estate or the Real Estate Transaction that is contained in or provide by or through the OffersTree Portal or through any GT Xchange Documents (hereinafter collectively referred to as the “Posted Real Estate Data”); and/or (b) the GT Xchange Documents in general. Without limiting the foregoing in any way, each of the Buyer and Seller: (x) are solely and for verifying and confirming, and are solely liable for, the accuracy and completeness of, the legal sufficiency and adequacy of, and the legal enforceability of the Posted Real Estate Data and the GT Xchange Documents for use in their Real Estate Transaction or for any other uses, including without limitation being solely responsible and liable for conducting their own due diligence and inspections regarding the Posted Real Estate Data and the Posted Real Estate in general; and (b) hereby release the Company from any and all liability and responsibility with regard to the Posted Real Estate Data and the GT Xchange Documents.

User shall be solely responsible for:

• (a) procuring, at its expense, the necessary environment at the User's location(s) to use the OffersTree Portal, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services ( “Systems”);
• (b) keeping its user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same;
• (c) changing its user names and passwords if it believes that the same has been stolen or might otherwise be misused;
• (d) ensuring that no person who is not the User is allowed access to the OffersTree Portal;
• (e) maintaining recommended information security tools, technologies, fire walls, antivirus, malicious software removal and detection software, etc. and to implement and maintain appropriate administrative, physical and technical safeguards to data from unauthorized access, use or alteration;
• (f) complying with all other laws, rules and regulations related to the User's use of its Systems.

• 6.1 Subject only to the limited Access Right granted to User pursuant to Section 2 above, all rights, title and interest (including without limitation all global intellectual property rights) in and to the OffersTree Portal, including without limitation the underlying code or programs that operates the OffersTree Portal, all GT Xchange Documents provided by Company, all Company Trademarks, and all goodwill associated therewith (hereinafter collectively referred to as the “Company IP Assets”) shall at all times remain the sole and exclusive property of Company. User shall not in any manner represent that they have acquired any rights in the Company IP Assets beyond or in addition to the limited Access Right expressly granted by Company to the User pursuant to only Section 2 above.
• 6.3 Each User hereby further agrees that: (a) any and all use of the Company IP Assets by all Users shall inure to the sole benefit of Company; and (b) User shall not challenge Company's exclusive rights to and ownership of the Company IP Assets, nor take any action inconsistent with Company's exclusive rights to and ownership of the Company IP Assets.

Each User hereby agrees that all Company IP Assets (as defined above), including without limitation the underlying OffersTree Portal and all GT Xchange Documents, may contain valuable trade secrets and confidential information that is owned by Company. Each User shall take all commercially reasonable precautions to prevent inadvertent disclosure of any of the Company IP Assets, including all know-how and confidential information therein. Each User shall not disclose any part of the Company IP Assets to anyone for any purposes except as explicitly permitted under this Agreement.

As a convenience to User, the Company may now, or in the future, provide links to other sources of information or other internet web sites that are not owned by Company and are not under Company's control (a “Third Party Sources”). Company does not control the Third Party Sources and is not responsible for the data, material, recommendations or any other information included in any Third Party Sources, including without limitation any subsequent links contained within a linked web site, or any changes or updates to a linked web site. Any reference from the Company's OffersTree Portal to any entity, product, service or information provided through a Third Party Source does not constitute an endorsement or recommendation by Company. No Third Party Source is authorized or permitted to make any representations or warranties on Company's behalf. Your use or visit to any Third Party Source, or Your act of providing any of your personal information to the owner of any Third Party Source constitutes Your automatic agreement that Your action using such Third Party Source (including without limitation any information provided through any such Third Party Source) shall be subject to and governed by the terms and conditions of such Third Party Source, including without limitation the privacy policies of any such Third Party Source.

USER ACKNOWLEDGES AND AGREES THAT THE OFFERSTREE PORTAL, INCLUDING WITHOUT LIMITATION ALL GT XCHANGE DOCUMENTS, ANY OTHER GT XCHANGE IP ASSETS, ALL POSTED REAL ESTATE AND ALL POSTED REAL ESTATE DATA ARE PROVIDED TO THE USER ON AN “AS IS” AND “AS AVAILABLE” BASIS.

THE COMPANY MAKES NO, AND HEREBY EXPLICITLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY OF INFORMATIONAL CONTENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

THE USER ASSUMES THE ENTIRE RISK AND RESPONSIBILITY:

• (A) REGARDING THEIR USE (AND THE CONSEQUENCES OF THEIR USE OF) THE GT XCHANGE DOCUMENTS, ANY OTHER GT XCHANGE IP ASSETS, ALL POSTED REAL ESTATE AND ALL POSTED REAL ESTATE DATA, AS WELL AS THE OUTCOME AND RESULTS OF ANY REAL ESTATE TRANSACTIONS;
• (B) FOR DETERMINING ITS ACTIONS (OR INACTIONS) NEEDED TO BE IN COMPLIANCE WITH, AND FOR IT ULTIMATE LEGAL COMPLIANCE OR NON-COMPLIANCE WITH, ALL LAWS AND REGULATIONS IN ALL APPLICABLE JURISDICTION WITH REGARDING THEIR REAL ESTATE TRANSACTIONS, INCLUDING WITHOUT LIMITATION ITS USE OF THE GT XCHANGE DOCUMENTS, THE POSTED REAL ESTATE AND THE POSTED REAL ESTATE DATA.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR THE COMPANY'S AUTHORIZED REPRESENTATIVES SHALL CREATE ANY REPRESENTATION OR WARRANTY OF ANY KIND.

THE COMPANY FURTHER DOES NOT REPRESENT OR WARRANT THAT THE OFFERSTREE PORTAL (INCLUDING WITHOUT LIMITATION THE GT XCHANGE DOCUMENTS PROVIDED THROUGH THE OFFERSTREE PORTAL) WHICH MAY BE MADE AVAILABLE TO A USER WILL OPERATE OR FUNCTION UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER MAKING THE ANY OF THE FOREGOING AVAILABLE, OR THAT ANY OF THE OTHER FOREGOING IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS.

USER EXPLICITLY ACKNOWLEDGES AND AGREES THAT:

• (A) THE COMPANY IS NOT RESPONSIBLE FOR ANY STATEMENT, OPINION, OR ADVICE MADE BY THE BUYER, THE SELLER OR ANY OTHER PARTY OTHER THAN AN AUTHORIZED STATEMENT MADE BY AN AUTHORIZED REPRESENTATIVE OF GT XCHANGE ( HEREINAFTER A “GT XCHANGE AUTHORIZED REPRESENTATIVE”) SPEAKING ONLY IN HIS/HER OFFICIAL CAPACITY AS SUCH GT XCHANGE AUTHORIZED REPRESENTATIVE; AND
• (B) THE COMPANY DOES NOT ENDORSE OR VERIFY THE ACCURACY OR RELIABILITY OF ANY STATEMENT, OPINION, OR ADVICE MADE BY THE BUYER, SELLER OR ANY OTHER PARTY OTHER THAN AN AUTHORIZED STATEMENT MADE BY THE GT XCHANGE AUTHORIZED REPRESENTATIVE SPEAKING ONLY IN HIS/HER OFFICIAL CAPACITY AS SUCH GT XCHANGE AUTHORIZED REPRESENTATIVE.

IN NO EVENT SHALL THE COMPANY, OR ITS SUBSIDIARIES, AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “COMPANY GROUP”) BE LIABLE TO ANY USER OR TO ANY THIRD PARTY FOR ANY DIRECT (TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW), CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM INCONVENIENCE, INTERRUPTION OF BUSINESS, LOSS OF USE, DOWNTIME LOSS, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF REVENUE) WHETHER OR NOT THE COMPANY GROUP OR ANY OF THE FOREGOING HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN WARRANTY, CONTRACT, TORT OR AN OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE), THE PERFORMANCE OF, OR THE RESULTS FROM THE USE OF, THE OFFERSTREE PORTAL, INCLUDING WITHOUT LIMITATION ALL GT XCHANGE DOCUMENTS, ANY OTHER GT XCHANGE IP ASSETS, ALL POSTED REAL ESTATE AND ALL POSTED REAL ESTATE DATA (AS SUCH TERMS ARE DEFINED HEREIN).

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALL OF THE PARTIES IN THE COMPANY GROUP IN CONNECTION WITH THIS AGREEMENT FOR ALL CLAIMS (WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, WARRANTY, OR ANY OTHER LEGAL THEORY OF LIABILITY) EXCEED THE LESSER OF ONE THOUSAND U.S. DOLLARS ($1,000) OR THE AMOUNTS PAID TO THE COMPANY FOR THE SERVICES GIVING RISE TO A CLAIM IN THE TWELVE MONTHS PRECEDING THE DATE OF SUCH CLAIM.

Upon a request by Company, the User hereby agrees to defend, indemnify, and hold the Company, its affiliates and their officers, directors, employees and agents and representatives harmless from all liabilities, claims, and expenses, including attorney's fees, that arise out of, or is related to the User's:

• (a) violation or breach of this Agreement, including without limitation any such User's breach or violation of the Company Policies;
• (b) any use, misuse or unpermitted use of the OffersTree Portal, any GT Xchange Documents or any other Company IP Assets; or
• (c) any infringement by the User of any intellectual property or other rights of any person or entity.

Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User under this provision, in which event the User will cooperate with Company in that action.

ONCE THE USER BEGINS TO USE THE OFFERSTREE PORTAL, THE COMPANY MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME ( “CHANGES”), AFTER GIVING REASONABLE NOTICE TO THE USER. USER HEREBY AGREES THAT SUCH REASONABLE NOTICE MAY INCLUDE, BUT IS NOT LIMITED TO, A GENERAL NOTICE ON THE COMPANY'S OR ITS AFFILIATE'S WEBSITE. ONCE THE COMPANY PROVIDES SUCH NOTICE OF SAID CHANGE, THE USER AUTOMATICALLY CONSENTS THEREAFTER BE BOUND BY THE VERSION OF THIS AGREEMENT THAT IS IN EFFECT THE NEXT TIME THE USER VISITS AND/OR USES THE OFFERSTREE PORTAL. ANY USE OF THE OFFERSTREE PORTAL THEREAFTER SHALL BE DEEMED TO CONSTITUTE ACCEPTANCE BY USER OF ALL SUCH CHANGES.

• 14.1 Each User hereby agrees that Company has, and each such User hereby explicitly grants to Company, a non-exclusive, worldwide, perpetual, assignable, sub-licensable, transferable, fully paid up right and license to use in a de-identified form any User Content in the normal course of Company's business, including without limitation for the following purposes:
  • for statistical analysis, industry trend analysis, and/or evaluating the efficiency of the features and functionalities of the OffersTree Portal or any other applications developed by Company;
  • for any marketing, advertising or other methods of promoting (in digital, print or in any other media) the OffersTree Portal, any other products or services of Company; and/or
  • for any other purposes that support and promote Company's overall business operations
• 14.2 The Company's Privacy Policy (a “Company Privacy Policy”) is available at this link: Privacy Policy. The User hereby agrees that the terms and conditions of the Company Privacy Policy are hereby incorporated into this Agreement by this reference and govern the User at all times; provided, however (and subject to any applicable laws), if there is any inconsistency with the rights granted to Company pursuant to Section 14.1 above and the Company Privacy Policy, the provisions of Section 14.1 shall govern.

• 15.1 Governing Law. The laws of the State of Delaware shall govern this Agreement for all purposes, without regard to the conflicts of laws principles thereof or the United Nations Convention on the International Sales of Goods. Each User agrees and hereby irrevocably submits to the exclusive personal jurisdiction and venue by the state and federal courts in the State of Delaware with respect to all such matters.
• 15.2 Remedies. Each User acknowledges and agrees that monetary damages may not be a sufficient remedy for unauthorized use of the OffersTree Portal, any GT Xchange Documents, or any other Company IP Assets, and therefore each User hereby agrees that Company shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court or arbitration panel of competent jurisdiction without necessity of posting a bond and without having to plead and prove lack of an adequate remedy at law.
• 15.3 Attorney Fees. If any suit or action is filed by any party to enforce this Agreement or otherwise with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees incurred in preparation or in prosecution or defense of such suit or action as fixed by the trial court and, if any appeal is taken from the decision of the trial court, reasonable attorney fees as fixed by the appellate court.
• 15.4 Notices. Notices to Company must be sent to the Company's Administrator at this admin@offerstree.com. Except as set forth in Section 13 of this Agreement (“Change in the Terms of this Agreement”), notices to a User may be sent by Company to the email address or any other contact address that the User may have supplied at any time to Company. In addition, Company may broadcast notices or messages through the OffersTree Portal or through any Company website to inform the User of changes to the OffersTree Portal or this Agreement or other matters of importance, and such broadcasts shall constitute notice by Company to the User at the time of sending. Regardless of the method of sending the notice, all notices send to User by Company shall be deemed to be given and deemed to be effective as of the date sent or posted by Company.
• 15.5 Binding Effect; No Assignment by Users; Permissible Assignment by Company. This Agreement shall be binding upon and inure to the benefit of each party's respective successors and lawful assigns; provided, however, that User does not have any right to assign this Agreement, in whole or in part. Any purported assignment by a User in violation of this Section shall be void. Company shall have the right to assign this Agreement, or any part of it, in its sole discretion to any party, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns.
• 15.6 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties concerning the subject matter of this Agreement and supersedes all prior agreements and understandings of the parties with respect to that subject matter. Without limiting Company rights in Section 13 of this Agreement (“Change in the Terms of this Agreement”), each user agrees that this Agreement may not be altered, supplemented, or amended by any User without the prior written consent of Company.
• 15.7 Enforcement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Company, its agents, or employees, except upon an instrument in writing signed by an authorized employee of Company. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the remainder of the Agreement shall continue in effect.
• 15.8 Force Majeure. The Company shall not be liable for any delay or failure in performance, nor shall the Company be deemed to be in default of any provision of this Agreement, due to any Force Majeure, which shall include without limitation acts of God, disease, earthquake, weather conditions, labor disputes, changes in law, regulation or government policy, terrorist acts, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, malicious or criminal acts of third parties, or other occurrences which are beyond the Company's reasonable control.
• 15.9 Contact Information. If you have any questions about this Agreement, or about the OffersTree Portal, please email the Company at Admin@offerstree.com.