Terms and Conditions
iMax WebSolutions Subscriber Agreement
This Subscriber Agreement ("Agreement") is between you ("Subscriber" or "You"), and IMAXSales.net, Inc. ("Company" or "We" or "iMaxWS"), a wholly owned subsidiary of Object13, LLC, a Texas corporation whose address is 2809 Regal Rd, Ste 105, Plano, TX 75075.
IMPORTANT: If you choose to accept this agreement, you must do so as it is presented to you -- No changes (additions or deletions) will be accepted by us. Company may change, add or remove any part of this agreement at any time. If it does so, Company will post such changes on iMaxWebSolutions.com. If any future changes are unacceptable to you, you should discontinue using your iMaxWS account. Your continued use of iMaxWS now, or following the posting of notice of any such changes, will indicate your acceptance of this agreement, and any such changes.
1. IMAXSales.net, Inc. DBA iMaxWebSolutions is an internet service initially consisting of (i)information related services; and (ii) access to the services and information. Subscriber is responsible for all equipment, telephone and other services necessary to access the site. Company reserves the right to discontinue, add to or revise any or all aspects of iMaxWS provided websites in its sole discretion, and without notice. Company further reserves the right, in its sole discretion, to modify, supplement, delete, discontinue or remove any file, publication, information, communication or other content appearing on or transmitted through the site.
2. Subscriber. A Subscriber is an individual or entity who accepts this agreement and is currently affiliated with a real estate broker or is a real estate broker and is a member in good standing with that broker's MLS.
3. Subscriber Access. Company reserves the right to terminate Subscriber's access to the site and to terminate this Agreement without notice to Subscriber, at any time, in the event: (i) Subscriber fails to honor or is in breach of any term or condition of this Agreement, as determined solely by Company; (ii) Subscriber engages in any Prohibited Conduct or any other conduct which, in the sole judgment of Company, compromises or may compromise the value, integrity or viability of the site or detracts from the reliability or reputation of such internet service or of the iMaxWS name or organization.
4. Subscriber Service Fees. The Company charges Service Fees to its Subscribers. These fees are billed in advance of each month or subscription period in which the service is provided and all service fees are due and payable upon receipt and all fees are fully earned and there are no refunds for any unused portion of a subscription. The Company may, in its sole discretion, increase or modify the Company's Service Fees at any time, provided, however, that Company agrees to post notice of any increase or modification of the Company's Service Fees on iMaxWebSolutions.com at least thirty (30) days prior to the effective date of such increase or modification. Subscriber shall be bound by such increase or modification unless Subscriber, within such thirty (30) day period, terminates this Agreement in accordance with the procedures for termination set forth in this Agreement.
5. MLS Data. If you subscribe to our MLS Data Service, you represent and warrant that you are and, during the term of this Agreement will be, a participant in good standing of the applicable Multiple Listing Service ("MLS") (or equivalent real estate listing information provider) that serves your area(s) and that you are authorized by the applicable MLS to (i) access the information in an electronic format, (ii) download information including listing information from the MLS. You authorize us to be your agent for the purpose of performing on your behalf the items set forth in the previous sentence. Upon request, you must provide necessary access information to allow iMaxWS to obtain MLS data and information for you, and otherwise to act as your agent for the limited purposes set forth in this section. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Company, except as expressly provided herein. Any data or information that Company downloads or otherwise obtains from any MLS for your use will be held by the Company in its capacity as your agent and/or pursuant to an agreement with the applicable MLS, to which you may or may not be a party.
6. Termination of Agreement. Company or Subscriber may terminate this Agreement at any time, for any reason, by mailing or emailing a notice to the other party of their intention to terminate this Agreement, and the effective date of such termination. Email your termination request to: Help@iMaxWebSolutions.com or mail to our address below. If emailing, use the email subject: RMI Cancellation Request for (Subscriber Name). Notwithstanding the termination of this Agreement, Subscriber shall remain responsible and liable for all unpaid monthly Subscriber Service Fees, taxes, interest, penalty, and late fee charges, if any, accruing under this Agreement prior to the effective date of termination. There are no refunds for any unused portion of a subscriber’s subscription period as all payments for a subscription period are fully earned.
7. Subscribers Duties and Obligations. Subscriber agrees no other individual or entity, including other Subscribers, shall access the site through Subscriber's access code or password except the Company's service providers with whom the Subscriber has contracted. Subscriber agrees it shall be responsible for any and all charges, claims, liabilities, losses, damages, costs and expenses including reasonable attorney fees that arise from any unauthorized access to your site through Subscriber's access code or password. Subscriber agrees to comply with all applicable laws pertaining to Internet and/or extranet access and with all rules and regulations adopted by Company to govern use of the site. Subscriber is responsible for reading and complying with all rules, regulations, warnings, notices and instructions posted by Company on iMaxWebSolutions.com.
8. Acceptable Use And Prohibited Conduct. You are solely responsible for your conduct while using the service and Company takes no responsibility for your conduct. Your iMaxWebSolutions site may be used only for lawful purposes. The laws that apply in the off-line world must be obeyed on-line as well. Posting, transmitting, promoting, using, distributing or storing content in violation of any applicable law or regulation is prohibited. Company reserves the right to cooperate with law enforcement authorities, including complying with warrants, court orders and subpoenas. If Company decides to investigate or resolve possible misuse involving you or anything you do on your iMaxWS provided site, Company is entitled to disclose any information about you and anything you do with your iMaxWSs site to law enforcement or other government officials, as Company, in its sole discretion, believes to be necessary or appropriate. By your use of iMaxWS hosting, you authorize Company to take any such actions. a. Subscriber agrees that violations of system and network security are prohibited, and may result in criminal and civil liability. Company will investigate incidents involving such violations and may involve and will report any suspected criminal activity to and cooperate with law enforcement. Examples of system and network security violations include the following: Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorization of the owner of the system or network; Unauthorized monitoring of data or traffic on any network or system without the express authorization of the owner of the system or network; Interference with service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks; Falsifying your user identity or providing other false information to Company or to other users of the iMaxWS system in connection with your use of iMaxWS hosting services; Taking any action to disrupt the normal use of iMaxWS hosting or the Internet by other users; Use of software that allows your account to stay logged on while you are not actively using the account.
9. Company Does Not Endorse Or Guarantee Accuracy / Waiver of Claims. Company does not endorse or guarantee the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other material or content included on or made available on, over or through iMaxWS. Subscriber hereby waives all claims against Company, including any claims that arise as a result of Subscriber's use of or reliance upon the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other material or content included on or made available on, over or through iMaxWebSolutions.com
10. Company Copyright and Licenses. a. Company hereby claims and reserves all rights in copyrights and other rights in and to the iMax WebSolutions name and all material and content originating with or provided by Company. b. Except to the extent, if any, permitted by the "Fair Use" doctrine of copyright law, Subscriber agrees that wherever a copyright notice or claim is included (i) with or on any content or material; or (ii) on any screen display on iMaxWebSolutions.com that Subscriber will not download, duplicate, forward, distribute, display, perform or otherwise use such content, material or screen display without the express written authorization from the owner of such copyright. c. Subscriber agrees software or tools downloaded or otherwise available through access to iMaxWebSolutions.com may not be reverse engineered or otherwise tampered with unless specifically authorized by the owner of the rights in such software or tools.
11. Availability of iMaxWebSolutions.com, Disclaimer of Warranties and Exclusion of Liability. a. Company does not warrant that iMaxWebSolutions.com will be uninterrupted or error free, nor does Company make any warranty as to the results to be obtained from use of iMaxWebSolutions.com. iMaxWebSolutions.com is provided on an "as is" and "as available" basis without representations or warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose or otherwise. b. Service shall not be liable for any indirect, incidental, special or consequential damages arising out of use of iMaxWebSolutions.com or inability to use iMaxWebSolutions.com or out of any breach or representation or warranty. c. Subscriber expressly acknowledges that the provisions of this Section relating to disclaimer of warranties and exclusion of liability shall also apply to any claims relating to access to services, information and other content provided by parties, and any other content available through iMaxWebSolutions.com. Subscriber agrees it will not hold Company responsible for any selection or retention of, or the acts or omissions of, third parties in connection with iMaxWebSolutions.com. d. In no event will our liability for any cause of action arising out of this agreement or the services provided hereunder exceed the service fees paid by you to us under this agreement during the two (2) months preceding the date such cause of action arose.
12. Indemnity. Subscriber agrees to indemnify, save, and hold harmless Company and its affiliated companies, directors, officers, employees, and agents from and against any and all claims, suits, proceedings, liabilities, losses, damages, costs and expenses whatsoever, including reasonable attorney fees and disbursements, court costs or arbitration costs, arising out of any breach or violation by Subscriber of any term or condition of this Agreement. The obligations of Subscriber to indemnify Company shall survive the termination of this Agreement.
13. Governing Law. This Agreement shall be governed by the laws of the state of Massachusetts without regard to its conflict of laws principles.
14. Arbitration. Any dispute or claim arising out of or relating to Subscriber's access to or use of iMaxWebSolutions.com, this Agreement, or the breach thereof, shall be settled through good faith negotiations between Company and Subscriber. If negotiations are not successful, such dispute or claim, shall be resolved through arbitration in accordance with the Federal Arbitration Act and the Rules for Commercial Arbitration of the American Arbitration Association. The decision or award of the arbitrator shall be final and binding on Company and Subscriber. Any arbitrable award may be entered as a judgment or order in any court of competent jurisdiction. Arbitration of any dispute or claim of Subscriber must be demanded within one (1) year after the facts giving rise to the dispute or claim occurred or it shall be barred.
15. Modification of Agreement. This Agreement may be modified by Company at any time, without limitation, by posting modifications to this Agreement on iMaxWebSolutions.com at least thirty (30) days prior to their effective date. Modifications to this Agreement shall be automatically effective at the end of such thirty (30) day period. Following the on-line posting of such modification(s), Subscriber may continue as a Subscriber subject to the modified terms or terminate this Agreement as provided in this Agreement. A Subscriber that elects to continue as a Subscriber is subject to all modifications to this Agreement and shall be responsible for reviewing on-line modifications to remain familiar with the terms and conditions of this Agreement.
16. Entire Agreement. This Agreement includes the entire understanding between Company and Subscriber regarding the subject hereof and supersedes all previous agreements between them. Except as provided above, this Agreement may be amended only through a written instrument signed by Company and Subscriber.
17. Assignment. This Agreement and the rights and obligations created hereunder shall be binding upon and inure solely to the benefit of Company and Subscriber and their respective successors and assigns, and no other person or legal entity shall acquire or have any rights under or by virtue of this Agreement. This Agreement may be assigned by Company to an affiliate, subsidiary or successor in interest, in Company's sole discretion. This Agreement may not be assigned or otherwise transferred by Subscriber without the prior written consent of Company.
18. Severability Clause. If any term or condition of this Agreement or application of any such term or condition is held unlawful or invalid, the remainder of this Agreement and the application of such term or condition other than to the extent it is held unlawful or invalid, will not be held unlawful, invalidated, or affected thereby, and shall remain in full force and effect.
19. No Waiver. A failure by Service or Subscriber to enforce at any time any term or condition of this Agreement shall not be considered a waiver of that party's right thereafter to enforce that same term or condition or any other term or condition of this Agreement.
20. Headings. The headings contained in this Agreement are for convenience only and shall not effect the construction of any provision of this Agreement.
21. Notice. Whenever Subscriber is required by the terms of this Agreement to provide written notice to Company or obtain written permission from Company it shall be sent in the United States Mail by Registered or Certified Mail, return receipt requested, postage prepaid and addressed to the following: Object13, 2220 Coit Rd, Ste 480-139, Plano, TX 75075
