Terms of Use

INSTITUTIONAL REAL ESTATE, INC. TERMS OF USE AND SALE

Last Updated: March 1, 2021

This website (the “Site”) is operated by Institutional Real Estate, Inc. or its affiliates or subsidiaries (“IREI,” “Company,”“we” or “us”). These Terms govern your use of the Site and the Services (as defined below) including the Data (as defined below) provided by Company. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE USING THIS SITE AND THE SERVICES, INCLUDING ANNEX B, FOR IMPORTANT INFORMATION. Access to the Site is offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein (collectively, “Terms”) and the Privacy Policy posted on the Site. References in the Terms to the Site include the Services unless the relevant term expressly states otherwise. In addition, particular Site features and activities offered on the Site may also be subject to additional terms specified on the Site (“Additional Terms”), all of which are incorporated herein by reference.

BY ACCESSING OR USING THIS SITE, YOU AGREE TO THESE TERMS AND THE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THIS SITE.

PLEASE NOTE THAT THESE TERMS REQUIRE THAT DISPUTES BE RESOLVED ONLY IN A FORUM IN ALAMEDA COUNTY, CALIFORNIA. Please review the Applicable Law and Disputes section of these Terms for complete details.

MODIFICATION OF THESE TERMS.

From time to time, Company may change these Terms. When we do, the “Last Updated” line above will be revised. You are responsible for regularly reviewing these Terms. Your continued use of the Site following the posting of changes to the Terms indicates your acceptance of those changes. Unless we provide you with specific notice, no changes to our Terms will apply retroactively.

PERSONAL USE OF SITE.

Unless otherwise specified, the Site is for your personal use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any of the content or communications owned by Company or its licensors that is featured, displayed or made available on the Site (“Content”), including without limitation text, graphics, data, photographs, images, moving images, sound, illustrations, information, software, products or services and the arrangements thereof, except as expressly permitted hereunder. You acknowledge that any unauthorized use of any Content could cause irreparable harm to Company and agree that in the event of any such unauthorized use, we shall be entitled to an injunction in addition to any other remedies available at law or in equity.

Subject to any expressly stated restrictions or limitations on the Site and these Terms relating to specific material, you may electronically copy and/or print hard copy portions of Content solely for your own noncommercial use. Any other use of Content without the prior written permission of Company is strictly prohibited.

USER SUBMISSIONS.

Except as expressly stated in the Privacy Policy, any material, information or other communication that you post, upload or submit to the Site or that is displayed on the Site at your direction (collectively, “Communications”) will be considered non-confidential and non-proprietary, and Company shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Communication.

You are solely responsible for ensuring that all of your Communications do not violate any copyright, trademark, trade secret, or other rights of another person or entity or defame any other person or entity. You shall be solely liable for any infringement of copyrights, trademarks, trade secret, or other rights, any defamation, and any other harm resulting from your posting, uploading, or submission of any Communication to the Site.

By posting, uploading or otherwise submitting any Communication to the Site, you expressly grant to Company a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, sell, translate, create derivative works from, archive, aggregate, distribute, transmit, perform and display such Communication and your name, voice, and/or likeness, in whole or in part, in any manner and in any media, format or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, in perpetuity throughout the universe, without any further notice or payment to or permission from you. Company will have no obligation to use any Communications.

Company may, but is not obligated to, monitor or review Communications posted, uploaded or submitted by Site users and/or any areas on the Site where users transmit or post Communications or communicate with each other, including but not limited to comment sections, advertisement sections, blogs, bulletin boards or other user forums. Company is not in any manner responsible for the content of these Communications. You acknowledge that by providing you with the ability to view Communications on the Site, Company is not undertaking any obligation or liability relating to any such Communications, including without limitation any liability arising under the laws relating to copyrights, trademarks, defamation, privacy or obscenity or any other applicable law. However, Company reserves the right to block or remove any Communications from any user, including without limitation any Communications that in its sole discretion Company determines violate the Code of Conduct.

Any opinions, advice, statements, or other information contained in Communications expressed or made available on the Site are those of the respective author(s) or distributor(s) and not of Company. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Communication.

Company reserves the right to sell, license and/or display any advertising, attribution, links, promotional and/or distribution rights in connection with your Communications, and Company and its licensors or affiliates will be entitled to retain any and all revenue generated from any sales or licenses of such advertising, attribution, links or promotional or distribution rights. Nothing in these Terms obligates, or may be deemed to obligate Company to sell, license or offer to sell or license any advertising, promotion or distribution rights.

ACCOUNT REGISTRATION AND SECURITY.

You may need to create an account to have access to all of the parts of the Site. You will: (a) provide true, accurate, current and complete information about yourself as prompted by the Site’s registration form (such information being the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Your username and password is personal to you, and use by anyone other than you is not permitted and is a material breach of these Terms. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Site. We may suspend or terminate your account if we reasonably believe there is a violation of the foregoing obligations. Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.

SERVICES.

These Terms, Annex A, and any electronic or written Order Form (as defined below) completed by you (for purposes of the Services, the “Customer”) and accepted by Company constitute the “Agreement” to provide the services set forth in an Order Form (the “Service”). For the avoidance of doubt, references to “Service” throughout these Terms mean any such service regardless of the delivery mechanism employed to deliver such Service.

THIRD PARTY ADVERTISEMENTS, SERVICES AND OFFERS.

Your interactions with organizations and/or individuals that advertise on the Site or that are found on or through the Site, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or for the content of any offer, coupon, advertisement, solicitation or other material provided by any third party on the Site. If there is a dispute between participants on this Site, or between any Site user and any third party, you understand and agree that Company is under no obligation to become involved.

Please use common sense when interacting with other users of the Site or third parties who provide advertisements or other material posted on the site. Be careful to verify the legitimacy of any offer or proposed transaction. Be wary of requests to wire funds, to provide your bank account number or to provide a cashier’s check or money order.

THIRD PARTY LINKS.

The Site may contain links to other sites on the Internet that are owned and/or operated by third parties (the “External Sites”). Company has no control over these External Sites, all of which have separate privacy and data collection practices, independent of Company. Company is not responsible for the External Sites or the privacy practices or the content of such web sites. You access them at your own risk. Links do not imply that Company sponsors, endorses, is affiliated with or associated with, or has been legally authorized to use any trademark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such External Sites.

CODE OF CONDUCT.

By accessing or using the Site or any feature provided via the Site, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person or entity, to:

(a)        Post, transmit, or cause to be displayed on the Site any Communication that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, in whole or in part, or that interferes with anyone’s use or enjoyment of the Site, as determined by Company.

(b)        Post, transmit, or cause to be displayed on the Site any Communication that constitutes or contains any form of advertising or solicitation if posted in areas of the Site that are not designated for such purposes or emailed to users of the Site who have not indicated in writing that it is acceptable to contact them about other services, products or commercial interests.

(c)        Introduce viruses, worms, Trojan horses, harmful code, or any software or other materials that contain a component harmful to the Site.

(d)        Gain unauthorized access to any computer system or nonpublic portion of the Site or interfere with or disrupt the Site, servers or networks connected to the Site.

(e)        Invade the privacy of any person, including posting personally identifying or otherwise private or sensitive information about a person without that person’s consent or harvesting personally identifiable information about the Site’s users.

(f)         Reverse engineer, decompile, probe, scan, scrape or attempt to access any information or Data for which you do not have express permission.

(g)        Probe, scan or test the vulnerability of the Site, nor breach the security or authentication measures on the Site.

(h)        Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, such as a denial of service attack.

(i)         Create an account if you are a competitor.

DISCLAIMER.

We make no warranties or representations about the accuracy or completeness of the information on the Site, the Site’s Content, any user Communications or the content of External Sites.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OF THE CONTENT, COMMUNICATIONS, INFORMATION AND SERVICES CONTAINED IN AND/OR PROVIDED VIA THE SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS AND SERVICES CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE CONTENT, SERVICES OR OTHER INFORMATION IN THE SITE IN TERMS OF ITS COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR THE WEBSITES ACCESSED THROUGH ANY LINKS ON THE SITE.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, DATA, AND MATERIALS AVAILABLE FROM THIS SITE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION THE USE, INABILITY TO USE, OR PERFORMANCE OF THE SITE AND/OR ANY INFORMATION, DATA OR SERVICES MADE AVAILABLE VIA THE SITE, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, EXCEED AN AMOUNT GREAT THAN 6 MONTHS PAID BY YOU FOR SERVICES OR $25 USD IF NO SERVICES ARE PURCHASED. THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES, DATA OR GOODS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKS ON THE SITE, AS WELL AS BY REASON OF ANY INFORMATION, DATA OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SITE OR ANY LINKS ON THE SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION.

You agree to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms, your use of the Site or Services (including negligent or wrongful conduct) and/or the use of the Site or Services by any other person using your user account.

TERMINATION.

You or we may suspend or terminate your account or your use of this Site at any time, for any reason or for no reason. We may also block your access to our Site in the event that you: (a) breach these Terms, (b) we are unable to verify or authenticate any information you provide to us, or (c) we believe that your actions may cause financial loss or legal liability for you, our users, or us.

APPLICABLE LAW AND DISPUTES.

Access to the Site from territories where its content is illegal is prohibited.

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms, or the rights and obligations of Site users and Company in connection with the Site, shall be governed by, and construed in accordance with the laws of the State of California without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of California. Any legal proceedings arising out of the use of the Site or relating to these Terms shall be instituted only in the federal or state courts located in the State of California, Alameda County, and each Site user consents to jurisdiction therein with respect to any legal proceedings or disputes of whatever nature arising under or relating to these Terms.

Company’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms. Company may assign its rights and duties hereunder to any party at any time.

Company makes no representation that the contents of the Site are appropriate or available for use in locations outside of the United States. Those who choose to access this Site from locations outside of the United States do so on their own initiative and risk and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations.

COPYRIGHTS AND TRADEMARKS.

The Site is the copyrighted property of Company. The Site may include Content owned by others that is licensed to Company. ALL RIGHTS RESERVED. All trademarks, service marks, and trade names are trademarks or registered trademarks of and are proprietary to Company or its licensors.

NOTICES AND PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Site’s designated agent. ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.

Company respects the intellectual property of others, and we ask our users and visitors to do the same. Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Company will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company the following information. Please be advised that to be effective, the Notice must include ALL of the following:

(a)        a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;

(b)        a description of the copyrighted work that you claim has been infringed;

(c)        a description of where the material that you claim is infringing is located on the Site;

(d)        your address, telephone number, and email address and all other information reasonably sufficient to permit Company to contact you;

(e)        a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f)         a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notices of claimed copyright infringement should be directed to:

By mail:

Institutional Real Estate, Inc.
Attn: DMCA Legal Notice
2010 Crow Canyon Place, Suite 455
San Ramon, CA 94583
By Email: irei@irei.com

(Please include “Notice of Infringement” in the subject line.)

IMPORTANT NOTE: THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING COMPANY THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT OR SERVICE RELATED QUESTIONS AND REQUESTS, OR QUESTIONS ON PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

CONTACT US.

If these Terms do not address your question or if you would like to report a violation of our Code of Conduct, please contact us as follows:

Institutional Real Estate, Inc.
Attn: Terms of Use
2010 Crow Canyon Place, Suite 455
San Ramon, CA 94583

Copyright 2021 Institutional Real Estate, Inc. All rights reserved.

 

ANNEX A

Company will provide the Service in accordance with the Agreement, this Annex and the applicable Order Form. The Service includes, without limitation, any data or information provided by or contained as part of the Service (the “Data”).

DEFINITIONS.

“Customer Account” means a unique account accessible by a user name and password and assigned to Customer.

“Data” means any documents, materials or data that Company makes available to Customer via the customer login link at http://www.irei.com/ or other web pages designated by Company including successor websites and including, depending on the level of subscription option selected by Customer: (a) a listing of names and contact information for firms who may be investors, consultants or investment managers participating in the institutional real estate investment market; (b) information regarding previous institutional real estate investment funds in which investors, consultants or investment managers may have participated; (c) a listing of the dollar amounts of assets under management for various institutional real estate investment funds; (d) a listing of fees charged by investment managers in the institutional real estate investment market; (e) a database of articles previously published by Company; (f) data and documents generated by any third party provider, which is made available by Company online via a Customer login link; and (g) all other items contained in or otherwise found within the Company database subscription product.

Order Form” means (i) a written order form completed by Customer and accepted by Company or (ii) if no written order form is provided by Customer, any electronic requests submitted by Customer and payment of applicable fees.

“Subscription Term” means the initial subscription period and any subsequent renewal subscription periods as set forth in the Order Form.

SUBSCRIPTION.

Subject to all terms of this Agreement, Company will make the Data available to Customer pursuant to this Agreement and the subscription option selected in the Order Form and paid for by Customer (each, a “Plan”). The description of each Plan will include Plan details, including Fees (“Plan Details”).

Company may, in its sole discretion, remove or block any text, images, artwork, technology, Data, or other content, data, information, materials, or other items provided or made available to Company by Customer.

PROVISION OF DATA.

Company will use commercially reasonable efforts to make the Data available to Customer 24 hours a day, 7 days per week, except for routine scheduled service and maintenance or in the event of emergency or events of force majeure. Company will use commercially reasonable efforts to perform service and maintenance to IREI.com outside peak usage hours. Customer acknowledges that availability of the Data may be affected by: (a) telecommunication network activity or capacity; (b) hardware failures; or (c) incompatibility with third party communication equipment, Internet access software, or browsers. Company disclaims any and all responsibility for any interruption of the Data in connection with such activity, capacity, failure, or incompatibility.

Company reserves the right to change the Data (including the content, appearance, design, functionality, and all other aspects thereof), access procedures, tools, documentation, format requirements, communications protocols, and services offered.

LICENSE.

Subject to Customer’s compliance with the Agreement including any payment of applicable fees, Company hereby grants Customer a limited, non-exclusive, non-transferable, revocable license, without the right to sub-license, to access and use the Service and the Data solely for its information and its own internal business purposes for the Subscription Term. Company retains all rights not specifically granted to Customer.

USE AND RESTRICTIONS.

Customer may not and will not allow others to: (a) use the Service including the Data in any manner or for any purpose other than what is permitted in the Agreement; (b) alter, reverse engineer, decompile, decompose, disassemble, or otherwise seek to duplicate the performance characteristics of the Service or the Data (or attempt to do any of the foregoing); (c) rent, lease, lend, sell, sublicense, trade, assign, give or permit access to, disclose, transmit, use on behalf of, furnish, copy, modify or distribute the Service or the Data or any part thereof to any third party not expressly permitted in the Agreement, including but not limited to, any affiliate or any other department of Customer; (d) remove or obscure Company’s proprietary right notices; (e) “frame” or “mirror” any portion of the Service or Data; and (f) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way circumvent the structure or presentation of the Service.

Customer may be able to download certain Data from the Site. The Data is for use exclusively by Customer in accordance with the license granted in this Annex A, and Customer may not disclose, transmit or pass such Data to any third party or offer to do any of the foregoing unless expressly permitted by this Agreement.

Subject to Customer’s compliance with this Agreement including any payment of applicable fees, Customer may (a) include limited excerpts of the Services including limited portions of Data in reports and presentations that are prepared for Customer’s own internal business purposes, and (b) use limited excerpts of the Data in presentations or documents disclosed to third parties, provided that in all such instances, Customer must cite Company as the source of the Data. In any case, such use and disclosure must be narrowly limited in quantity and scope, and Customer may not use or disclose such information on a regular basis such that the use or disclosure is an alternative to third parties purchasing the Services or Data directly from Company. Customer represents and warrants that it will consult with Company if it believes that its use exceeds the scope of the license grant and restrictions and agrees that decisions as to the permissibility of such use is in Company’s sole discretion.

Customer will keep a record of all individuals with whom it has shared the Data and what Data was shared, and will promptly and fully respond to requests from Company seeking such information. Customer will share such Data only with third parties that will treat the Data confidentially and under terms consistent with this Agreement herein. Customer will be responsible for any misuse or abuse of Data or violation of this Agreement by those with whom Customer shares the Data. Customer is solely responsible for ensuring its use of the Data complies with all applicable data protection laws.

Customer is solely responsible for obtaining, installing, maintaining and using at its own expense, compatible computer equipment and communications devices necessary to use the Service.

FEES.

Customer’s access to and use of the Services and Data is contingent on Customer’s payment of applicable fees. Company reserves the right to discontinue providing the Service or Data in the event that Customer defaults on its payment obligations. If Customer accesses or uses the Services and Data, Customer acknowledges and agrees that it is liable to pay all applicable fees for a one-year subscription even if Customer has not completed an Order Form

Access to or use of certain Data requires payment of a subscription or access fee. By selecting a Plan, Customer agrees to pay all account charges at the prices then in effect and other charges that accrue in relation to use of the Plan and are described in the Plan Details (“Fees”) in addition to all applicable Taxes, as described in this Fees section.

Customer will pay or reimburse Company for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed specifically by reason of the performance by Company under this Agreement; excluding, however, taxes measured by Company’s profits, its overall sales, employment and similar taxes incurred in connection with persons performing services for Company, and property or other taxes measured in whole or in part by the value of Company’s assets (collectively, “Taxes”).

Customer will pay Company all applicable Fees and Taxes for the Plan selected as a condition precedent to Company providing any Data to Customer during the initial subscription period or any subsequent renewal subscription periods. Customer will pay Company all Fees and Taxes in U.S. Dollars. If Customer fails to pay the Fees and Taxes for the initial subscription period or any subsequent renewal subscription periods, Company may suspend Customer’s access to the Data. Company reserves the right to change Plan Fees in its sole discretion from time to time; however, Company will not change Plan Fees for any subscription period for which Customer has already paid the applicable Fees. In Company’s sole discretion, Company may offer Customer the choice of payment via corporate account invoicing or via Customer’s credit card.

Except as set forth in this Schedule, all Fees and Taxes are non-refundable.

TERM AND TERMINATION.

The effective date of an Order Form and/or the effective date of this Agreement is the earlier of (i) the date IREI receives a fully completed Subscription Order Form, (ii) the date IREI receives payment, or (iii) the date Customer first accesses or uses the Services or Data. This Agreement will continue until the expiration of the Subscription Term, unless terminated earlier pursuant to this Agreement.

Company may terminate Customer’s Account and this Agreement without cause upon written notice to Customer. If Company exercises this termination for convenience right, Company will refund to Customer the prorated amount of Fees paid by Customer for the applicable subscription period.

Customer may cancel its Customer Account at any time and for any reason. WHEN CUSTOMER CANCELS ITS ACCOUNT, CUSTOMER WILL NOT RECEIVE ANY REFUND OF ANY SUBSCRIPTION FEES AND WILL REMAIN LIABLE FOR ANY UNPAID FEES OWED TO COMPANY. WHERE APPLICABLE, AND UNLESS OTHERWISE SET FORTH IN CUSTOMER’S SPECIFIC PLAN DETAILS, CUSTOMER’S ACCOUNT WILL REMAIN ACTIVE UNTIL THE END OF CUSTOMER’S CURRENT SUBSCRIPTION PERIOD. UNLESS OTHERWISE EXPRESSLY PERMITTED BY COMPANY UNDER THIS AGREEMENT, SUBSCRIPTION FEES WILL NOT BE PRORATED OR REFUNDED FOR PARTIAL-MONTH USAGE.

Except as otherwise provided for herein, either party may terminate this Agreement, (a) upon the breach by the other party of this Agreement, provided that the breaching party may have 30 days to cure such breach following written notice; (b) upon the cessation of business by either party or the filing of a petition in bankruptcy (voluntary or involuntary) with respect to a party, which in the case of an involuntary petition the party may have 60 days in which to vacate such petition; or (c) upon the failure by Customer to pay any amount due hereunder, provided that Customer may have 10 days to cure such monetary breach following written notice. Company may immediately suspend or terminate this Agreement to protect Company’s intellectual property rights, to protect the interests of other users of Company Services, or for a non-curable breach of the Agreement, in which case, no refund of any pre-paid fees will be refunded.

Upon any termination or expiration of this Agreement, (a) all rights and obligations of the parties under this Agreement will be extinguished, except that by their nature are intended to survive will survive the termination or expiration of the Agreement, (b) Customer will pay all unpaid and outstanding Fees and Taxes through the effective date of termination or expiration of the Agreement, and (c) unless the Agreement is terminated due to Customer’s breach of the Agreement, Customer may retain and continue to use all Data downloaded by Customer prior to the effective date of termination or expiration of the Agreement, subject to the restrictions set forth in this Agreement.

WARRANTIES.

In addition to all other warranties in this Agreement, Customer represents and warrants to Company that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (b) when Customer clicks the “I Accept” button or a check box presented with upon execution of these terms, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against such party in accordance with its terms; and (c) Customer will pay all applicable fees.

AUDIT.

Company reserves the right to audit Customer’s use of the Service and the Data to ensure Client’s usage is within the specified parameters set out in the relevant Order Form and in compliance with this Agreement. To facilitate an audit, Customer agrees to provide all information reasonably requested by Company regarding its use of the Service and the Data. If Customer’s use of the Service and Data exceeds its permitted usage specified in the Order Form or is a breach of this Agreement, in addition to all other remedies available under this Agreement or at law, Company may adjust the fees to reflect Customer’s use of the Service and Customer agrees to pay such amounts retrospectively to cover the period of non-compliance.

CONFIDENTIALITY.

The Service and Data are Company’s confidential information. Customer agrees not to disclose any such confidential information to any person, and not to use any such confidential information for any purpose other than the purposes permitted in the Agreement and to treat Company’s confidential information with the same care it treats its own confidential information, and in any event, using no less than reasonable care.

CHANGE IN THE SERVICE.

Company may change, add to, enhance, or discontinue from time to time, any component of the Service. If Company discontinues any part of the Service, Customer’s access to and rights to use such discontinued element of the Service shall terminate. If any such actual or proposed change to the Service results in a material decrease in the Service, upon Customer’s written request, Company receive a pro rata refund of the fees and terminate the Agreement, or continue to provide access to the Service but at a reduced fee to be negotiated.

The Service will be provided for a period of time set forth in the Order Form and will automatically renew unless Customer provides notice of termination no less than 30 days prior to the renewal of the Order Form in effect.

Either party may terminate the Agreement and all rights hereunder at any time in the event the other party materially breaches or violates any term in the Agreement, including but not limited to, Customer’s failure to pay any fees, and in the case of remediable material breaches only fails to remedy such breach within 30 days after receipt by the breaching party of notice from the non-breaching party specifying the breach and requiring such remedy.

Upon termination of the Agreement for any reason, Customer shall: (a) within a reasonable period of time, but in any event no later than 30 days after termination, pay Company any outstanding fees; (b) immediately cease using the Service and delete or destroy all physical or electronic copies of any Data or other materials provided to Customer as part of or in connection with the Service; and (c) upon written request, certify to Company in writing that Customer has complied with the foregoing. Customer agrees that it will not retain the Service or any component thereof after termination of the Agreement for any reason.

Termination of the Service shall not for any reason unless otherwise specified herein entitle Customer to any refund of any applicable fees. All remedies under the Agreement are cumulative and Company reserves all rights and remedies provided at law and in equity.

MISCELLANEOUS.

If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party will be awarded its reasonable third party attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.

Company shall not use Customer’s names, marks or logos or refer to Customer directly or indirectly in any media release, public announcement, public disclosure or advertising relating to this Agreement or its subject matter, including in any promotional or marketing materials, lists, referral lists, or business presentations, or in any other manner, without prior written consent from Customer for each such use or release.

Customer may not assign or otherwise transfer the Agreement, nor any rights, duties or obligations under the Agreement to any other party, in whole or in part, including (but not limited to) other departments of Customer or Customer’s affiliates, without the prior written consent of Company.

The Agreement is the entire agreement between Company and Customer with respect to the Service and Data. The Agreement may not be modified or amended except by an instrument in writing executed by both parties hereto, with the sole exception that Company may amend the Agreement from time to time by posting such amendments on the Site or as set forth in the Order Form.

Headings or captions contained in the Agreement are inserted only as a matter of convenience and for reference and do not affect construction.

Each provision of the Agreement is severable from the others and if at any time any provision is, or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair the validity, legality and enforceability of the remaining provisions of the Agreement (in that jurisdiction or any other jurisdiction), or the validity, legality and enforceability of the relevant provision in any other jurisdiction.

Nothing in the Agreement and no action taken by the parties under this agreement shall constitute a partnership, joint venture or agency relationship between any of the parties.

If there is a conflict between any parts of this Agreement not resolved by its terms, the following order of precedence will apply: a signed Order Form and (b) this Agreement, including any addenda and policies referenced herein.

No delay or omission by any party to the Agreement in exercising any right, power or remedy provided by law or under the Agreement shall: (a) affect that right, power or remedy; (b) operate as a waiver of it; or (c) operate as an affirmation of this Agreement. The single or partial exercise of any right, power or remedy provided by law or under the Agreement shall not, unless otherwise expressly stated, preclude any other or further exercise of it or the exercise of any other right, power or remedy.

 

 

ANNEX B

IMPORTANT SECURITIES DISCLAIMER.

IREI is a publisher. IREI does not provide investment advice. You understand that no Content published on or made available through the Site constitutes a recommendation that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person. You further understand that none of the information providers or their affiliates are advising you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter. To the extent any of the Content published on the Site or made available through the Service may be deemed to be investment advice or recommendations in connection with a particular security, such information is impersonal and not tailored to the investment needs of any specific person. You understand that an investment in any security is subject to a number of risks and that discussions of any security published on the Site or Service will not contain a list or description of relevant risk factors.

You understand that information and data on the Site or through the Service is supplied by sources believed to be reliable, that the calculations herein are made using such data, and that such calculations are not guaranteed by these sources, the information providers, or any other person or entity, and may not be complete.

From time to time, reference may be made on our Site to articles and opinions published by others. These references may be selective, may reference only a portion of an article or opinion, and are likely not to be current. As markets change continuously, previously published information and data may not be current and should not be relied upon.

All Content on the Site or made available through the Service is presented only as of the date published or indicated, and may be superseded by subsequent market events or for other reasons. Please be advised that the Content published or made available through the Site has not necessarily been reviewed and, therefore, the presentation of such information is not designed, and you may not rely on such information, to provide you with complete, accurate or reliable information.

The information and data posted on the Site or made available through the Service is not intended for any purpose other than your personal consideration in light of other publicly disseminated data. IREI attempts to ensure that information provided on or in connection with this site is complete, accurate and current. Despite these efforts any information posted on the Site by IREI may be incomplete, incorrect or inaccurate, misleading and/or false.

NO INVESTMENT RECOMMENDATIONS OR PROFESSIONAL ADVICE.

The Site does not, and is not intended to provide tax, legal, insurance or investment advice. Nothing on the Site should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by IREI or any third party. You are solely responsible for determining whether any investment, security or strategy, or any other product or service, is appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult an attorney, tax, and/or investment professional regarding your specific legal or tax situation or investment decisions.

You specifically acknowledge that IREI is not liable for losses or gains arising out of content of any type on the Site, or damages or losses associated with any other use of the Site. You acknowledge that any investment decisions/recommendations you make are entirely at your election and that the Site and the content thereon, is solely one additional source of information.

DISCLAIMER OF WARRANTIES.

The Site and the information made available thereon is for general information purposes only and does not constitute an offer to sell or solicitation of an offer to purchase any security or any advisory or trading management service. Information and reports presented on the Site and Service do not represent the views or recommendations of IREI, nor the opinion of IREI on whether to buy, sell or hold shares of any particular security.

Users of the Site are advised to conduct their own independent research into individual securities before making a purchase decision. In addition, investors are advised that past performance or portfolio performance is no guarantee of future price appreciation or performance.

Furthermore, IREI does not guarantee the accuracy or completeness of information on the Site and made available through the Service, and does not assume any liability for any loss that may result from reliance by any person upon any such information or recommendations. Such information is for general information only.

SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS.

The Site is provided for informational purposes only, and no content or Data included in the Site is intended for trading or investing purposes. If you intend to create or join any service, receive or request any publications, news, messages, alerts or other information from the Site concerning companies, investments or securities, IREI will not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Site, and will not be responsible or liable for any trading or investment decisions based on such information.

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