Terms of Use

TERMS OF USE

By entering your email, logging into your account, or accepting notifications or communications, or downloading or viewing documents or profiles, you agree to receive personalized Reti360 communications as applicable to any transaction in which you are a participant or any other matter.

Welcome to the Reti360 Site (defined below). By using it, you are agreeing to these Terms of Use (defined below). Please read them carefully. If you have any questions, please email us at: legal@reti360.com

These Terms of Use were last updated on February 1, 2021.

ACCEPTANCE OF TERMS OF USE

Reti360, Inc. (“Reti360” “we” or “us” or “our” or “it”) owns and operates the website, www.reti360.com, the mobile and touch versions and any sites we have now or in the future that reference these Terms of Use (collectively, “Site“). By (a) using the Site and Reti360’s services through the Site, (b) signing up for an account and/or (c) accepting any communication or deliverable or (d) accepting payment of funds or other remuneration on the Site, you agree to these Terms of Use (defined below) and any additional terms applicable to certain programs in which you may elect to participate. You also agree to our Privacy Policy, incorporated herein by reference and located at https://reti360.com/privacy-policy/ (“Privacy Policy” ), our Disclaimer, incorporated herein by reference and located at https://reti360.com/disclaimer/ (“Disclaimer”),  and acknowledge that you will regularly visit the Terms of Use (defined below) to familiarize yourself with any updates. The Privacy Policy, together with these terms of use, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the ” Terms of Use .” The term “using” also includes any person or entity that accesses or uses the Site with crawlers, robots, data mining, or extraction tools or any other functionality.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, IMMEDIATELY STOP USING THE SITE AND DO NOT USE ANY RETI360 SERVICE OFFERED THROUGH THE SITE.

PLEASE REVIEW THE FOLLOWING SECTIONS OF THESE TERMS OF USE CAREFULLY: (A)  DISPUTE RESOLUTION/ARBITRATION AGREEMENT,  INCLUDING THE CLASS ACTION WAIVER  DESCRIBED THEREIN, (B)  LIMITATION OF LIABILITY,  AND (C)  INDEMNIFICATION/RELEASE.

 
1. About the Site

The Site is a platform through which certain purchasers and sellers of residential real property (“Consumers”), real estate brokers and agents (“Agents”), and providers of real estate related services or products (“Service Providers”) (Consumers, Agents, and Service Providers may collectively be referred to herein as “Users”), organize, track, communicate and share documents concerning the conveyance of residential real property from a seller to a buyer (“Transaction”). It also provides a directory of service providers (“Marketplace”) through which Users may obtain information about and potentially engage the services or otherwise purchase goods or products (“Service Provider Offerings”) of or from a Service Provider. Service Providers are the sellers and issuers of the Service Provider Offerings and are solely responsible to you for the care, quality, and delivery of the goods, products and services provided.

Functionality, goods, products and services on the Site may change at any time in Reti360’s sole discretion, without notice.

2. Ownership of the Site

The Site, any content on the Site, and the infrastructure used to provide the Site are proprietary to us, our affiliates, Users, and other content providers. By using the Site and accepting these Terms of Use: (a) Reti360 grants you a limited, personal, nontransferable, nonexclusive, revocable license to use the Site pursuant to these Terms of Use and to any additional terms and policies set forth by Reti360; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell any content, software, products, or services obtained from or through the Site without the express permission of Reti360, which Reti360 may grant or withhold in its sole discretion.

3. Use of the Site

As a condition of your use of the Site, you agree that:

• a. You have reached the age of majority in the state or province in which you reside;
• b. You are able to create a binding legal obligation;
• c. You are not barred from using our Site or receiving services or products of our Users under applicable law;
• d. You will not attempt to use the Site with crawlers, robots, data mining, or extraction tools or any other functionality;
• e. Your use of the Site will at all times comply with these Terms of Use;
• f. You will only make legitimate use of the Site and services or products of our Users
• g. You will make use of the Site only for your own use and enjoyment, or as you may be expressly authorized by person for their express use and enjoyment, or give such authorization for another person to assist your use and enjoyment of the Site. Obtaining or giving such authority is your legal obligation and the Site relies on your obtaining or giving same without our obligation to further inquire concerning any particular use of the Site;
• h. You have the right to provide any and all information you submit to the Site, and all such information is accurate, true, current, and complete;
• i. You will update and correct information you have submitted to the Site, including all profile information, and ensure that it is accurate at all times (out-of-date information may invalidate your account);
• j. You have the right to receive any and all information you obtain from the Site; and,
• k. You will only obtain, use, or purchase any offering of information, products or services, or participate in any other available functions through the Site by creating an account on the Site, and any such use will be subject to the applicable Terms of Use and further subject to the terms of any other Service Provider from which any good, products or services are obtained.

4. Access to the Site

Reti360 retains the right, at our sole discretion, to deny service or use of the Site or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Site and your account accessible, the Site and/or your account may be unavailable from time to time. You understand and agree that there may be interruptions in service or events, Site access, or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of our control.

5. Modification

We reserve the right at all times to discontinue or modify any part of these Terms of Use in our sole discretion. If we make changes that affect your use of the Site or our services we will post notice of the change on the Terms of Use page. Any changes to these Terms of Use will be effective upon our posting of the notice; provided that these changes will be prospective only and not retroactive. If you do not agree to the changes, you may close your account and you should not use the Site or any services offered through the Site after the effective date of the changes. We suggest that you revisit our Terms of Use regularly to ensure that you stay informed of any changes. You agree that posting notice of any changes on the Terms of Use page is adequate notice to advise you of these changes, and that your continued use of the Site or our services or the products, goods or services of any other User of the Site will constitute acceptance of these changes and the Terms of Use as modified.

6. Your Account

You may only create and hold one account on the Site for your personal use and may create and hold one separate account for any professional use of the Site in compliance with these Terms of Use. You are responsible for updating and correcting information you have submitted to create or maintain your account. As part of your account settings, you have the option to: (a) save, edit, or delete your personal information, including, without limitation, a valid credit card, if applicable; and (b) opt-out of persistent login. You understand and agree that Reti360 shall have no responsibility for any incident arising out of, or related to, your account settings. You must safeguard your password and supervise the use of your account. You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We rely on your obligations concerning your account and we trust that anyone using the Site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.

Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person. Any violation of these Terms of Use, including, without limitation, failure to maintain updated and correct information about your account (e.g., valid credit card information, if applicable) may, without notice, cause your account to fall out of good standing and we may cancel your account in our sole discretion. Upon termination, the provisions of these Terms of Use that are, by their nature, intended to survive termination (e.g., any disclaimers, all limitations of liability, and all indemnities) shall survive. We also reserve the right to change or discontinue any aspect or feature of our services or the Site, including, without limitation, requirements for use.

7. Your Conduct

All interactions on the Site must comply with these Terms of Use. To the extent your conduct, in our sole discretion, restricts or inhibits any other User from using or enjoying any part of the Site, we may limit or terminate your privileges on the Site and seek other remedies, including, without limitation, cancellation of your account or forfeiture of any forms of unredeemed value in your account.

The following activities are prohibited on the Site and constitute violations of these Terms of Use:

• a. Submitting any content to the Site that:
  • i. Violates applicable laws, including, without limitation, intellectual property laws, laws relating to rights of privacy and rights of publicity, and laws related to defamation;
  • ii. Contains personal information, except when the Site expressly requests you to provide such information;
  • iii. Contains viruses or malware;
  • iv. Offers unauthorized downloads of any copyrighted, confidential, or private information;
  • v. Has the effect of impersonating others;
  • vi. Contains messages by non-spokesperson employees of Reti360 purporting to speak on behalf of Reti360 or provides confidential information concerning Reti360;
  • vii. Contains chain letters of any kind;
  • viii. Is purposely inaccurate, commits fraud, or falsifies information in connection with your Reti360 account or to create multiple Reti360 accounts; or
  • ix. Is protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.

• b. Attempting to do or actually doing any of the following:
  • i. Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
  • ii. Scanning or monitoring the Site for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information, or similar data;
  • iii. Scanning or testing the security or configuration of the Site or breaching security or authentication measures; or
  • iv. Interfering with service to any User in any manner, including, without limitation, by means of submitting a virus to the Site or attempting to overload, “flood,” “spam,” “mail bomb,” or “crash” the Site.

• c. Using any of the following:
  • i. Frames, framing techniques, or framing technology to enclose any content included on the Site without our express written permission;
  • ii. Any Site content, including, without limitation, User Content (defined below), in any meta tags or any other “hidden text” techniques or technologies without our express written permission;
  • iii. The Site or any of its contents to advertise or solicit, for any commercial, political, or religious purpose or to compete, directly or indirectly, with Reti360; or
  • iv. The Site or any of its resources to solicit Users, or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with Reti360, including, without limitation, aggregating current or previous information.

• d. Collecting any of the following:
  • i. Content from the Site, including, without limitation, featuring such content to consumers in any manner that diverts traffic from the Site without our express written permission; or
  • ii. Personal Information (defined in our Privacy Policy), User Content (defined below), or content of any Users.
• e. Engaging in any of the following:
  • i. Tampering or interfering with the proper functioning of any part, page, or area of the Site or any functions or services provided by Reti360;
  • ii. Taking any action that places excessive demand on our services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
  • iii. Reselling or repurposing your access to the Site or Service Provider Offerings;
  • iv. Accessing, monitoring, or copying any content from the Site using any “robot,” “spider,” “scraper,” or other automated means or any manual process for any purpose without our express written permission;
  • v. Violating the restrictions in any robot exclusion headers on the Site or bypassing or circumventing other measures employed to prevent or limit access to the Site;
  • vi. Aggregating any current or previously-offered content or other information from the Site (whether using links or other technical means or physical records associated with purchases made through the Site) with material from other sites or on a secondary site without our express written permission;
  • vii. Deep-linking to any portion of the Site without our express written permission;
  • viii. Hyperlinking to the Site from any other website without our initial and ongoing consent; or
  • ix. Acting illegally or maliciously against the business interests or reputation of Reti360, our Users, our services, or any Service Provider Offerings.

8. Your Privacy

We take the privacy of your Personal Information (defined in the Privacy Policy) seriously. We encourage you to carefully review our Privacy Policy for important disclosures about ways that we may collect, use, and share personal data and your choices. Our Privacy Policy is incorporated in and subject to these Terms of Use, and available at: https://reti360.com/privacy-policy/ 

9. Terms of Marketplace

By purchasing or obtaining any Service Provider Offering via the Site, you agree that:

• a. Descriptions of the Service Provider Offerings advertised on the Site are provided by the Service Providers or other referenced third parties. Reti360 does not investigate or vet Service Providers. Reti360 is not responsible for any claims associated with the description of the Service Provider Offerings. Pricing relating to certain Service Provider Offerings and other available programs on the Site may change at any time in Reti360’s sole discretion without notice.
• b. A Service Provider may advertise goods, services or experiences on the Site that require Service Provider to have an up-to-date regulatory authorization, license, or certification. Reti360 does not verify, validate, or collect evidence of any regulatory authorization, license or certification from any Service Provider. You should make whatever investigation you deem necessary or appropriate before purchasing any Service Provider Offering to determine whether: (i) Service Provider is qualified to provide the advertised good or perform the advertised service; or (ii) the Product is of the care and quality required. Service Provider is solely responsible for the care and quality of the Service Provider Offerings.
• c. Reti360 does not guarantee that it offers best available rates or prices and does not guarantee against pricing errors.
• d. When you hire a Service Provider, clicking the “Hire” button or any similar call to action button constitutes an offer to engage the Service Provider.

10. Special Offerings

By participating in any special offering on our Site, you agree to these Terms of Use and any additional terms of each offering made available  at the time of use.

11. Copyright and Trademarks

The Site may contain copyrighted material, trademarks, and other proprietary information, including, without limitation, text, software, photos, video, graphics, music, and sound, and the entire contents of the Site are protected by copyright, trademark, and other intellectual property laws of the United States. Reti360 may own a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. Except as otherwise expressly stated under copyright law, no downloading, copying, redistribution, retransmission, publication, or commercial exploitation of the content without the express permission of Reti360 or the copyright owner is permitted. If downloading, copying, redistribution, retransmission, or publication of copyrighted material is permitted, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend, or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark, or other intellectual property right infringement that may subject you to civil and/or criminal penalties.

Reti360 owns trademarks, registered and unregistered, the Reti360 logos and variations thereof found on the Site are trademarks owned by Reti360, or its related entities and all use of these marks inures to the benefit of Reti360. “Reti360” is a trademark registered in the United States of America.

Other marks on the site not owned by Reti360 may be under license from the trademark owner thereof, in which case such license is for the exclusive benefit and use of Reti360 unless otherwise stated or may be the property of their respective owners. You may not use Reti360’s name, logos, trademarks or brands, or trademarks or brands of others on the Site without Reti360’s express permission.

12. Content

“Transaction Content” is User Content (as defined below), which is entered by a User into the Site through areas of the Site that are dedicated to Transaction management associated with a specific Transaction. Transaction Content is permissioned for view and use only by Users invited to the specific Transaction and is not public.  Examples of Transaction Content include, but are not limited to, fields gathered to create a transaction (e.g. property address, purchase price, etc.), Users invited to a Transaction, User communications within a Transaction and details entered into each step of the Transaction.

“User Content” may be entered into the Site to submit or post reviews, opinions, advice, ratings, discussions, comments, messages, survey responses, and other communications, as well as files, images, photographs, video, sound recordings, musical works, and any other content or material submitted or posted to the Site through forums, bulletin boards, discussion groups, chat rooms, surveys, blogs, or other communication facilities that may be offered on, through, or in connection with the Site from time to time. You may be required to have a Reti360 account to submit User Content.

If you contribute any User Content, you will not upload, post, or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. Reti360 does not have any express burden or responsibility to provide you with indications, markings, or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such a submission. In addition, if you contribute any User Content, you represent and warrant that: (a) you are the creator of the User Content; or (b) if you are acting on behalf of the creator, that you have (i) express, advance authority from the creator to submit or post the User Content, and that they have waived any moral rights in such User Content, and (ii) all rights necessary to grant the licenses and grants in these Terms of Use. You further represent and warrant (or, if you are acting on behalf of the creator of the User Content, you have ensured that the creator represents and warrants) that the use and sharing of the User Content for the purposes you have selected will not violate or infringe any copyrights, trademarks, or any other intellectual property rights or rights of third parties, including, without limitation, the rights of publicity or privacy. You represent and warrant that you will not upload, post, transmit, or otherwise make available User Content that is unlawful, harmful, tortious, threatening, abusive, harassing, hateful, racist, infringing, pornographic, obscene, violent, misleading, defamatory or libelous, invasive of the privacy of another person, or violative of any third-party rights; and that you will not upload, post, transmit, or otherwise make available User Content that contains any material that harbors viruses or any other computer codes, files, or programs designed to intercept, misappropriate, interrupt, destroy or limit the functionality of any software or computer equipment.

Reti360 shall have the sole and absolute right, but not the obligation, to review, edit, post, refuse to post, remove, monitor the User Content, and disclose the User Content and the circumstances surrounding its transmission to any third-party, at any time, for any reason, including, without limitation, to determine compliance with these Terms of Use and any operating rules established by Reti360, as well as to satisfy any applicable law, regulation, or authorized government request. Without limiting the foregoing, Reti360 shall have the right to remove any material from the Site or any other Reti360 controlled site(s), in its sole discretion. Reti360 assumes no liability for any User Content or other information that appears or is removed from the Site or elsewhere. Reti360 has no obligation to use User Content and may not use it at all.

In some instances and from time to time, it may be possible to modify or remove the User Content submitted or posted through your account. Reti360 makes no representations or warranties that the User Content you modify or remove will be modified or removed from the Site or elsewhere, or that the User Content will cease to appear on the Internet, in search engines, social media websites, or in any other form, media or technology.

• a. Public Nature of Your User Content.
  • i. You understand and agree that User Content, other than Transaction Content, is public. Any person may access your Content, other  than Transaction Content, without your knowledge. Please do not include any Personal Information in your User Content unless you wish for it to be publicly disclosed. Reti360 is not responsible for the use or disclosure of any Personal Information that you disclose in connection with User Content.
  • ii. Transaction Content is visible only to Users who are associated with a specific Transaction (“Transaction Users”). Transaction Users may access Transaction Content to which such User is specifically permissioned.  Please do not include any Personal Information in your Transaction Content unless you wish it to be disclosed to Transaction Users.  Reti360 is not responsible for the use or disclosure of any Personal Information that you disclose in connection with Transaction Content.
  • iii. Any User Content of any kind made by you or any third-party is made by the respective author(s) or distributor(s) and not by Reti360. Other users may post User Content that is inaccurate, misleading, or deceptive. Reti360 does not endorse and is not responsible for any User Content and will not be liable for any loss or damage caused by your reliance on such User Content. User Content reflects the opinions of the person submitting it and may not reflect the opinion of Reti360. Reti360 does not control or endorse any User Content, and specifically disclaims any liability concerning or relating to your contribution of, use of, or reliance on any User Content and any actions resulting from your participation in any part of the Site, including, without limitation, any objectionable User Content.
• b. License Grants.
  • i. Some User Content you submit to Reti360 may be displayed or may give you the option to display in connection with your Personal Information, or a portion of your Personal Information, including, without limitation, your name, initials, username, social networking website user account name, image, likeness, logo, preferences, voice, and location. You grant Reti360 a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide license and right to use, commercial use, display and distribute any Personal Information in connection with your User Content in accordance with these Terms of Use, including, without limitation, a right to offer for sale and to sell such rights in Personal Information, whether the User Content appears alone or as part of other works, and in any form, media or technology, whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees, all without compensation to you. However, Reti360 shall have no obligation to use your Personal Information in connection with any User Content.
  • ii. As between you and Reti360, you shall retain all ownership rights in and to the User Contentthat you submit or post. However, by contributing User Content or other information on or through the Site, you grant Reti360 a royalty-free, perpetual, irrevocable, sublicensable, fully paid-up, non-exclusive, transferrable, worldwide right and license to use, reproduce, create derivative works from, publish, edit, translate, distribute, perform, display, transmit, offer for sale, and sell the User Content alone or as part of other works in any form, media or technology, whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees and without compensation to you. You waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the User Content that you may have under any applicable law under any legal theory. Reti360’s license in any User Content or Personal Information submitted includes, without limitation, use for promotions, advertising, marketing, market research, User feedback, quality control, or any other lawful purpose.
  • iii. As detailed in Section 3, contributing User Content or other information on or through the Site, is limited to individuals who are over the age of majority in the state or province in which they reside. The Site is designed and intended for adults. By contributing User Content or other content on or through the Communities, you affirm that you are over the age of majority in the state or province in which you reside. We will promptly delete User Content or other content associated with any account we obtain actual knowledge of that is associated with a registered user who is not at least the age of majority in the state or province in which he or she resides.

13. Unsolicited Ideas

We do not accept or consider, directly or through any Reti360 employee or agent, unsolicited ideas of any kind, including, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans, or other promotions. Do not send us (or any of our employees) any unsolicited ideas, suggestions, material, images, or other work in any form ( “Unsolicited Materials” ). If you send us Unsolicited Materials, you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

• a. Reti360 has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
• b. Reti360 will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.

14. Infringement Reporting Procedures and Digital Millennium Copyright Act (DMCA) Procedures

• a. Infringement Reporting Procedures.  If you own copyright, trademark, patent, or other intellectual property rights (“IP Rights Owner”), or if you are an agent authorized to act on the IP Rights Owner’s behalf (“Authorized Agent”), and you have a good faith belief that material or products on the Site infringe the IP Rights Owner’s copyright, trademark, or other intellectual property right, and you would like to bring it to Reti360’s attention, you can report your concern(s) by submitting your complaint to:  legal@reti360.com.
• b. DMCA Procedures.  Reti360 reserves the right to terminate your, or any third-party’s, right to use the Site if such use infringes the copyrights of another. Reti360 may, under appropriate circumstances and at its sole discretion, terminate your, or any third-party’s, right to access to the Site, if Reti360 determines that you are, or a third-party is, a repeat infringer. If you believe that any material has been posted via the Site by any third-party in a way that constitutes copyright infringement, and you would like to bring it to Reti360’s attention, you must provide Reti360’s DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including, without limitation, telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

The contact information for Reti360’s DMCA Agent for notice of claims of copyright infringement is: Reti360, Inc. Attn: Copyright Agent, email: legal@Reti360.com.

15. Disclaimer of Warranty

AS PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER RETI360, NOR ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS,  THIRD-PARTY CONTENT PROVIDERS OR LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE, OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR (B) THE ACCURACY, COMPLETENESS, OR RELIABILITY OF (I) THE CONTENT ON THE SITE, INCLUDING, WITHOUT LIMITATION, SERVICE PROVIDER OFFERINGS, PRODUCTS, OR OTHER AVAILABLE PROGRAMS, (II) DESCRIPTIONS OF SERVICE PROVIDER OFFERINGS, PRODUCTS, OR OTHER AVAILABLE PROGRAMS, OR (III) USER CONTENT PROVIDED THROUGH THE SITE. THE SITE AND ALL CONTENT, USER CONTENT AND OTHER INFORMATION CONTAINED ON THE SITE, SERVICE PROVIDER OFFERINGS, PRODUCTS AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE, ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, RETI360 HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE SITE OR THE CONTENT, USER CONTENT, OR OTHER INFORMATION CONTAINED ON THE SITE OR THE SERVICE PROVIDER OFFERINGS, PRODUCTS, OR OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY, SUITABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. THE WARRANTY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A USER OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY RETI360 THAT ARE INCLUDED IN OTHER APPLICABLE TERMS.

16. Limitation of Liability

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RETI360, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS OR LOST BUSINESS DAMAGES, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: (A) YOUR USE OF THE SITE, THE CONTENT, USER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION EITHER CONTAINED IN THE SITE OR SUBMITTED BY YOU TO THE SITE; (B) YOUR INABILITY TO USE THE SITE; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED ON THE SITE; (D) THE SERVICE PROVIDER OFFERINGS, PRODUCTS, AND OTHER AVAILABLE PROGRAMS ACCESSIBLE OR AVAILABLE THROUGH THE SITE; (E) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED DIRECTLY FROM A USER; (F) THESE TERMS OF USE; OR (G) ANY IMPROPER USE OF INFORMATION YOU PROVIDE TO THE SITE, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INFORMATION. IN NO EVENT WILL RETI360’S LIABILITY IN CONNECTION WITH A SERVICE PROVIDER OFFERING, PRODUCT, AND OTHER AVAILABLE PROGRAMS EXCEED THE AMOUNTS PAID FOR THE APPLICABLE VOUCHER, PRODUCT, OR SERVICE. THE LIABILITY LIMITATIONS IN THIS SECTION ARE NOT INTENDED TO LIMIT ANY WARRANTY PROVIDED DIRECTLY BY A USER OR BY THE APPLICABLE MANUFACTURER OF PHYSICAL PRODUCTS OR ANY EXPRESS REPRESENTATIONS OR WARRANTIES BY RETI360 THAT ARE INCLUDED IN OTHER APPLICABLE TERMS, NOR ARE THEY INTENDED TO LIMIT REMEDIES YOU MIGHT HAVE FOR PRODUCT-RELATED INJURY.

17. Electronic Communications

When you use the Site or send emails to Reti360, you are communicating with us electronically and consent to receive electronic communications related to your use of the Site. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide on the Site or from which you otherwise email us.

18. Websites of Others

The Site contains links to websites maintained by other parties. These links are provided solely as a convenience to you and not because we endorse or have an opinion about the contents on such websites. We expressly disclaim any representations regarding the content or accuracy of materials on such websites or the privacy practices of those websites. If you decide to access websites maintained by other parties, you do so at your own risk. We are not responsible or liable, directly or indirectly, for any damage, loss, or liability caused or alleged to be caused by or in connection with any use of or reliance on any content, Products, or services available on or through any such linked site or resource.

19. Indemnification/Release

You agree to defend, indemnify, and hold harmless Reti360, its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including, without limitation, attorneys’ fees, arising out of, related to, or in connection with any of the following: (a) any User Content submitted or posted by you, in connection with the Site, or any use of the Site in violation of these Terms of Use; (b) fraud you commit or your intentional misconduct or gross negligence; or (c) your violation of any applicable U.S., Canadian, or foreign law or rights of a third-party.

You are solely responsible for your interactions with Users and other users of the Site. To the extent permitted under applicable laws, you hereby release Reti360 from any and all claims or liability related to any product or service of a User, regardless of whether such product or service is a Service Provider Offering available through the Site, any action or inaction by a User, including, without limitation, but not limited to any harm caused to you by action or inaction of a User, a User’s failure to comply with applicable law and/or failure to abide by the terms of a Service Provider Offering or any other product or service purchased or obtained by you from the User, and any conduct, speech or User Content, whether online or offline, of any other third-party.

20. Force Majeure

Reti360 shall be excused from performance under these Terms of Use, to the extent it or a User is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Reti360 or a User, as applicable.

21. Assignment

You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of Reti360. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Reti360 may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.

22. Entire Agreement

The Terms of Use, including, without limitation, the incorporated Special Programs, Privacy Policy, and other terms incorporated by reference, constitute the entire agreement and understanding between you and Reti360 with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Reti360 with respect to such subject matter.

23. Choice of Law

Any disputes arising out of or related to these Terms of Use and/or any use by you of the Site or Reti360’s services shall be governed by the laws of the State of New York in the United States of America, without regard to its choice of law rules and without regard to conflicts of laws principles.

24. Dispute Resolution/Arbitration Agreement

(a)  Binding Arbitration. Except as specifically stated herein, any dispute or claim between you and Reti360 and/or its subsidiaries, affiliates, and/or any of their respective members, officers, directors, and employees (all such entities collectively referred to herein as the “Reti360 Entities”) arising out of, relating in any way to, or in connection with the Terms of Use, the Site or your use of the Site, your Personal Information, or any Products or Service Provider Offerings (“Dispute(s)”) shall be resolved exclusively by final, binding arbitration; except that you may bring a qualifying claim over a Dispute in a small claims court. By virtue of this Dispute Agreement (defined below), you and Reti360 are each giving up the right to go to court and have a Dispute heard by a judge or jury (except as otherwise set forth in this Section 24(a) or Section 24(d)).  The provisions of this Section 24 shall constitute your and Reti360’s written agreement to arbitrate Disputes under the Federal Arbitration Act (“Dispute Agreement”). The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including, without limitation, the AAA’s Consumer-Arbitration Rules, available at  https://www.adr.org/consumer . The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award, if appropriate.

To begin an arbitration proceeding, you must submit the Dispute by utilizing the forms available at  https://www.adr.org/consumer , and simultaneously sending a copy of the completed form to the following address: CSC 251 Little Falls Drive, Wilmington, DE 19808. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. Reti360 will reimburse those fees for Disputes totaling less than $10,000 unless the arbitrator determines the Dispute is frivolous. Likewise, Reti360 will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the Dispute is frivolous. The arbitration will be conducted based upon written submissions unless you request, and/or the arbitrator determines, that a telephone or in-person hearing is necessary. In addition, you hereby unconditionally agree that (1) the arbitrator’s decision shall be controlled by these Terms of Use and any of the other agreements referenced herein that you may have entered into in connection with the Site; (2) the arbitrator shall apply Illinois law consistent with the FAA and applicable statutes of limitations, and shall honor claims of privilege recognized at law; and (3) in the event the AAA is unavailable or unwilling to hear the Dispute, you and the applicable Reti360 Entity(ies) shall agree to, or a court shall select, another arbitration provider.

(b)  No Class Action Matters. We each agree that we shall bring any Dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that Disputes shall be arbitrated only on an individual basis and not in a class, consolidated, or representative action and that the arbitrator may award relief (including injunctive relief) only on an individual basis. The arbitrator does not have the power to vary these provisions.

(c)  Choice of Law and Forum; No Jury Trial. If for any reason a Dispute proceeds in court: (i) except with respect to a qualifying claim over a Dispute in a small claims court, which you shall have the right to bring in a court of competent jurisdiction in the county in which you reside, you and Reti360 agree that any Dispute may only be instituted in a state or federal court in Cook County, Illinois/Northern District of Illinois; (ii) you and Reti360 irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) you and Reti360 agree to waive any right to a trial by jury. You and Reti360 agree that the Federal Arbitration Act, the AAA rules, applicable federal law, and the laws of the State of Illinois, without regard to principles of conflicts of law, will govern this Dispute Agreement and any Disputes.

(d)  Injunctive Relief. Notwithstanding anything to the contrary in this Dispute Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to the infringement of a party’s intellectual property, or any illegal or intentional act affecting the accessibility, functionality, or the security of the Site, and/or any illegal or intentional act against your interests or the general business interests of Reti360.

(e)  Severability. With the exception of Section 24(b) above, if any part of this Section 24 is ruled to be unenforceable, then the balance of this Section 24 shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein. If Section 24(b) above is ruled to be unenforceable, then Section 24(a) shall be deemed unenforceable, but the rest of Section 24 shall remain in full effect.

25. Additional Disclosures

No waiver by either you or Reti360 of any breach or default or failure to exercise any right allowed under these Terms of Use is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms of Use. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Terms of Use invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms of Use, and the remaining portions of our Terms of Use shall continue in full force and effect.

You are contracting with Reti360, Inc. Correspondence should be directed to: Reti360, Inc., 79 Hudson Street, Suite 502, Hoboken NJ 07030.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at (800) 952-5210.

Message and data rates may apply.

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The provisions of these Terms of Use apply equally to, and are for the benefit of, Reti360, its subsidiaries, affiliates, Users, and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly