Point2 Marketing Services Agreement

Point2 Account Services Terms of Service

Last modified: November 10, 2014

Welcome to Point2!

Thanks for setting up a Point2 Account and using our products and services (“Services”). The Services are provided by Yardi Canada Ltd., and its affiliates, doing business as Point2 Technologies (“Point2”).

If a Point2 service requires you to have a Point2 Account (“Account”), or otherwise links to these terms, then these terms apply. Point2 is growing and offers a wide variety of products and services. Some Point2 services may be subject to separate terms. The Point2 Services requiring you to have a Point2 Account are generally marketing and other services for real estate agents. You can review some of those services at http://www.point2.com/products/point2agent/. The Point2 Services subject to these terms are diverse, so sometimes additional terms or requirements may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.

BY SETTING UP A POINT2 ACCOUNT, OR OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO THESE TERMS OF SERVICE. PLEASE READ THEM CAREFULLY.

Your Point2 Account

You may need a Point2 Account in order to use some of our Services. In order to set up an Account, you must be at least 18 years of age or an emancipated minor. If you are using our Services on behalf of a business, you represent and warrant that you are authorized to bind the business and that the business accepts these terms.

When you register for an Account, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. Point2 reserves the right to terminate your Account without warning if you are found to have misrepresented your age or any of the registration information submitted. You are responsible for maintaining the confidentiality of your password and Account details. You are responsible for the activity that happens on or through your Point2 Account. If you learn of any unauthorized use of your password or Point2 Account, or any other breach of security, please notify Point2 and change your password immediately. We will regard all use of your Account on our Services as being by you, except where we have received and acknowledged your notification to us regarding your Account/password being compromised.

You may be able to deactivate certain Services from your Account – please refer to the relevant Service for further guidance. You may, from time to time, make payments on our Services (whether to us or any third parties) as part of your use of our Services (including for the provision of our Services or provision of certain additional features within our Services). Our Services-specific terms may set out further terms applying to such payments (including in relation to refunds (if any), billing arrangements and any consequences of failing to make timely payments). You must comply with all such terms in relation to such payments by you.

Using Point2 Services

You must comply with these terms and follow any policies or additional terms made available to you within the Services.

Don’t misuse our technology. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may not use the Services for any use prohibited by law or the rules of the applicable Multiple Listing Service (e.g., displaying other broker listings without permission). We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

Using Point2 Services does not give you ownership of any intellectual property rights in our Services or the content you access. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

Point2 gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided or made accessible to you by Point2 as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Point2, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Our Services display some content that is not Point2’s. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.

Submitted Materials

Some of our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content.

You represent and warrant that you own or otherwise possess all necessary rights with respect to any materials you submit, including without limitation photographs, images, text, graphics and other materials (collectively, "Submitted Materials"), and that your Submitted Materials do not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any copyright, trade secret right or other intellectual property or property right of any third party, and that the Submitted Materials are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable. Point2 reserves the right, but is not obligated, to remove any of your Submitted Materials that Point2 believes violates these terms.

You hereby grant Point2 a worldwide, non-exclusive, transferable, royalty-free, perpetual irrevocable right and license, with right of sublicense, to use, reproduce, distribute, create derivative works of and publicly display your Submitted Materials and any and all non-personal data provided in conjunction with the rendering of Services by Point2. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones.

Listing Advertising

Where you participate in or utilize Agent Handshake™, you hereby grant Point2 the right to use, publish, promote or otherwise advertise your shared listings to other applicable Services users. Further, you represent and warrant that they are authorized to further sublicense such rights, or to make the same grant of rights, to other Services users. You acknowledge and agree that Agent Handshake™ advertising relationships are created and participation occurs automatically. You understand and agree that you have the ability and obligation to manage, end, engage and/or alter Agent Handshake™ agreements as you desire or as required by law.

Privacy

Point2 will take reasonable measures to ensure that Point2's privacy policy is adhered to. Point2 only uses information in ways necessary to provide the Services to you. The Point2 privacy policy may be found at http://www.point2.com/company/legal.html. Your election to use Point2 Services indicates your acceptance of the Point2 privacy policy which is hereby incorporated into these terms by reference.

User Experience

In order to improve our users' experience and help them use our products and Services more efficiently, we use third party services to get relevant feedback. These third party services may record mouse clicks, mouse movements, scrolling activities and text that users type in on our websites. These services are not used to collect any personally identifiable information entered on our websites, and are not used to track the browsing habits of our users across websites that do not use the respective services. To opt-out of these services, you can visit http://www.clicktale.net/disable.html or http://www.crazyegg.com/opt-out.

Advertising Content

Point2 reserves the right, at its discretion, to request the removal, modification, changes or elimination of any and all content advertising third party services on Services. In the event that such request is made to and not satisfied by you, Point2 shall have the right to terminate your Account and/or your use of the Services.

Paid Service Plans

Point2 offers a number of different paid Service plans (each, a “Service Plan”). Any materially different Service Plan terms from those described in these terms will be disclosed at your sign-up or in the other communications made available to you. Information about a Service Plan solution that works for you may be found on the corresponding pages of Point2.com, including, but not limited to http://www.point2.com/products/point2agent/#tableRow.

Point2 may offer you a free trial plan to use certain paid Services for free for a limited period of time. For combinations with other offers, restrictions on free trial plans may apply. Point2 reserves the right, in its sole discretion, to determine your eligibility for a free trial plan. During a free trial plan period, you are under no obligation to pay for an annual, or longer, Service Plan as a result of your signing up for the free trial plan. Fees will only be applied when and if you sign up for an annual Service Plan. During your free trial period, you may decide to opt-in or upgrade to the paid Service Plan. Failure to opt-in to a paid Service Plan during the free trial period will result in suspension or termination of your right to access and use the paid Service.

You can find specific details regarding your paid Service Plan(s), including the payment date, total amount, and transaction code of the Service Plan, by reviewing your payment history in your Point2 Online Office. Point2 Service Plans are available for purchase on an annual basis only and all Service Plans have an annual fee. Although there are no monthly Service Plans, the annual Service Plan fee may be billed to a credit card on a monthly or annual billing schedule. Unless your Service Plan is earlier terminated in accordance with this Agreement, upon expiration of the first annual period, your Service Plan will automatically renew for successive 1 year annual periods, unless you provide Point2 notice of non-renewal at least 30 days prior to the expiration of the then-current annual period. You may terminate your Service Plan for convenience at any time effective immediately upon notice to Point2, however, you will not be entitled to a refund of any fees and agree to pay any undisputed fees owed to Point2 as of the effective date of such termination. Point2 reserves the right to modify, terminate or otherwise amend our offered Service Plans.

Warranties and Disclaimers

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But, your use of the Services is at your sole discretion and risk.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER POINT2 NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING OR COURSE OF PERFORMANCE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

Liability for our Services

WHEN PERMITTED BY LAW, POINT2, AND POINT2’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF POINT2, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

IN ALL CASES, POINT2, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Modifying and Terminating our Services

We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

You can stop using our Services at any time. Point2 may also stop providing Services to you, or add or create new limits to our Services at any time.

About these Terms

Point2 may, from time to time, change these terms or any additional terms, including the Point2 privacy policy, that apply to a Service. Please check these terms periodically for those changes. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these terms, such amended terms will automatically be effective, unless otherwise stated, 30 days after they are initially posted on the Point2 Service. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. We will always make a reasonable effort to notify you if we do change these terms. You may terminate your use of the Services at any time, including following any modification to these terms.

If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.

Your right to use our Services is terminated if you violate these terms. In such event, Point2 may terminate or suspend your applicable Service Plan, your Account, and/or your right to use some or all of our Services. If you do not comply with these terms, and Point2 fails to take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). Point2’s waiver of any breach or default of these terms does not constitute a waiver of any subsequent breach or default or a waiver of the breached term itself. You will hold harmless and indemnify Point2 and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services, your Submitted Materials or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

The laws of California, U.S.A., excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts in or closest to Santa Barbara County, California, USA, and you and Point2 consent to personal jurisdiction in those courts. If any part of these terms is found to be void, unenforceable or invalid, it shall not affect the other parts of these terms.