Effective: September 1, 2018
This website is restricted to authorized users only. All unauthorized users are prohibited. The data being accessed is for the sole use of Endpoint customers and not to be sold, collected, or distributed for any other purpose. Sharing of user access is prohibited and any automation of accessing data is prohibited unless expressly authorized in writing by the company. Violation of these provisions or unauthorized access may subject user to civil, criminal and/or administrative penalties. Use and access of this website may be logged and monitored. In addition, use and access of this website constitutes acceptance of the terms and conditions set forth herein. You agree to use the Site and the Software in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in the applicable End User License Agreement (EULA), on the Site or in documentation accompanying and/or contained within the Software.
This site and all content in this site may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or used for the creation of derivative works without Endpoint's prior written consent, except that Endpoint grants you non-exclusive, non-transferable, limited permission to access and display the Web pages within this site, solely on your computer and for your personal, non-commercial use of this Web site. This permission is conditioned on your not modifying the content displayed on this site, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth in this site. Notwithstanding the foregoing, any software and other materials that are made available for downloading, access, or other use from this site with their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.
Links to Third Party Websites
Certain links on this website will take you away from Endpoint's site. The linked sites are not under the control of Endpoint and Endpoint is not responsible for the contents of any linked site. Endpoint provides these links as a convenience to users and the inclusion of any link does not imply endorsement by Endpoint of any third party site.
End User License Agreement
YOU MUST READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE ACCESSING THE SITE OR THE SOFTWARE.
Welcome to EndpointTM
We at Endpoint Closing, Inc. TM (Endpoint”) are happy that you (“Licensee”) have elected to use our EndpointTM brand Internet website (as further defined below, the “Site”). Before you may enter the Site, or utilize the contents of the Site (including without limitation, the data and computer code contained on or transmitted from the Site), the Licensed Products and the Software (each as defined below), you must review and agree to the following terms and conditions. You should carefully read the terms and conditions set forth below. By checking the box and accepting this End User License Agreement (“EULA”), you agree to be bound by its terms and conditions for use of the Site, the Software, and the Licensed Products, as defined below. If you do not agree to the terms and conditions of this EULA, do not enter the Site or install or use the Software or the Licensed Products.
THIS EULA IS A LEGALLY BINDING AGREEMENT BETWEEN ENDPOINT AND YOU CONCERNING THE SITE, THE LICENSED PRODUCTS AND THE SOFTWARE. YOUR CLICKING OF THE BOX ACCEPTING THESE TERMS CONSTITUTES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AND YOUR AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS, INCLUDING THE PRODUCT LIABILITY LIMITATIONS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS IN THIS EULA, YOU SHOULD NOT USE THE SITE, THE LICENSED PRODUCTS OR THE SOFTWARE. BY ACCESSING THE PRODUCTS AND/OR SERVICES PROVIDED THOUGH THIS WEBSITE, YOU ARE AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS EULA.
In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, hereby agree to the following terms and conditions:
1. Definitions. All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this paragraph and elsewhere in this EULA:
a. “Confidential Information” shall have the meaning set forth in paragraph 7 of this EULA.
b. “Endpoint Content” shall have the meaning set forth in paragraph 9 of this EULA.
c. “Licensed Products” shall mean the products and services provided on the Site, which are generated through Licensee's use of the Software, and are provided to Licensee through the Site solely for the purposes set forth in this EULA with respect to each such product or service. Some software, products and services offered through or connected to the Site are owned by third parties and may be subject to separate end user license agreements.
d. The “Site” shall mean the EndpointTM brand Internet website, including without limitation, the data and computer code contained on or transmitted from the Site, the Licensed Products, the Software, and the Endpoint Content. Any reference herein to the Site shall be to each individual item and also to the Site as a whole.
e. “Software” shall mean the EndpointTM software, any successor system or software as designated in writing by Endpoint, and any derivative works thereof, including all updates, releases, bug fixes, upgrades, modifications, enhancements and extensions, all associated software components, media, printed documents and/or “online” or electronic documentation, any image and any text, data, or content, including, without limitation, information, composites, photographs, film or video footage, animations, audio products, or any visual representations regardless of whether the images are obtained via download from Endpoint or delivered by Endpoint via any other media, together with all material generated optically, electronically, digitally or by any other means from the same, including any reproductions thereof.
2. Access. Provided that Licensee complies with all the terms and conditions of this EULA, Endpoint agrees to provide Licensee with access to the Site, the Software, and the Licensed Products in accordance with and subject to the terms of this EULA. Licensee acknowledges and agrees that Endpoint governs the terms of all access to and use of the Site (including any upgrades, modifications or updates thereto) and all products, services, and materials contained therein that are delivered by means of the Site, including the Software, the Licensed Products, and all third party products and information that may be included therein. Endpoint reserves the right to revise or alter the Site, Software and Licensed Products at any time, in its sole discretion and to cease offering the Site, Software, and Licensed Products.
3. Term and Termination. The term of this EULA will commence upon Licensee's acceptance (by clicking on the box indicating acceptance) and continue in perpetuity, unless sooner terminated pursuant to the terms hereof (the “Term”). Notwithstanding the foregoing, without notice to Licensee, and for any reason whatsoever, in its sole discretion, Endpoint may immediately terminate this EULA, and terminate Licensee's access to and use of the Site, the Software and the Licensed Products, if Endpoint ceases to offer the Site, Software or Licensed Products or Licensee fails to comply with any of the terms of this EULA. Upon any termination of this EULA, the License (as defined below) shall simultaneously terminate.
4. Grant of Licenses. Subject to the terms and conditions of this EULA, and provided that Licensee has not breached the provisions of this EULA or any other agreement between Licensee and Endpoint, Endpoint grants to Licensee during the Term and within the United States a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use:
a. the Site, solely for personal use in connection with buying, selling, or refinancing real estate;
b. the Software, in object code format only and excluding source code, on a single computer, android or iOS device solely for Licensee's personal use; and,
c. the Licensed Products, solely for the purposes and subject to the terms set forth in herein.
The license granted by Endpoint to Licensee hereunder (the “License”) is conditioned upon Licensee's compliance with the terms and conditions of this EULA. All titles, patents, trademarks, copyright and other proprietary notices of Endpoint may not be reproduced. Any alteration, deletion, modification, or change of any kind to the titles, patents, trademarks, copyrights or other proprietary notices by the Licensee is strictly prohibited and constitutes a violation of Endpoint's rights and a breach of this EULA. Unauthorized use of the Licensed Product can result in civil damages and criminal penalties.
5. Acceptable Use. Licensee acknowledges and agrees that Licensee's use and access of the Site, the Software and the Licensed Products may be logged and monitored. Licensee shall have no expectation of privacy in using the Site, Software, or Licensed Products. Licensee agrees to use the Site, the Software and the Licensed Products in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in this EULA, on the Site or in the documentation accompanying and/or contained within the Software. Licensee shall not disassemble, create models, analytics, or derivative works of, decompile, manipulate or reverse engineer the Site, the Software or the Licensed Products, and Licensee shall take all necessary steps to prevent any third party from doing the same. Licensee is not permitted to resell any information contained on the Site, including without limitation the Software or the Licensed Products, nor may Licensee use the Site, the Software or the Licensed Products to create, enhance or structure any database for resale or distribution. Licensee shall not use the Site, the Software or the Licensed Products in any way that infringes or misappropriates Endpoint or any third party owner's copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy. Licensee will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Site, the Software and the Licensed Products and to prevent the unauthorized use or disclosure of the Site.
Licensee shall only access the Site, and use the Software and the Licensed Products on a restricted basis, as authorized in this EULA, using an assigned password or other security mechanism to prevent unauthorized access. Sharing of user access is prohibited and any automation of accessing information is strictly prohibited unless expressly authorized in writing by Endpoint. It is the sole responsibility of Licensee to maintain the confidentiality of all assigned usernames and passwords. Licensee may not under any circumstances modify, copy, distribute, republish or download any of the material or EndpointTM Content.
In no event shall Licensee use the Site, the Software or the Licensed Products for illegal purposes or in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, or otherwise violates any federal, state or local statute, law or regulation, for debt collection, skip tracing, or electronic telephone directory assistance. Licensee shall not use the Site, the Software or the Licensed Products: (i) as a factor in establishing an individual's eligibility for credit, insurance, or employment, other than underwriting a policy of title insurance and, as permitted by law, for purposes of underwriting any other insurance product; (ii) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority; or (iii) in a way that would cause the same to constitute a “consumer report” under, or in connection with any impermissible purpose as defined by, the Fair Credit Reporting Act (PL 91-508, 15 U.S.C. Sections 1681 et seq.), as amended. Endpoint makes no representations or warranties about the legality or propriety of the use of the Site, the Software or the Licensed Products in any jurisdiction, state or region.
Violation of any of the foregoing provisions, or unauthorized access of the Site, the Software or the Licensed Products, shall give Endpoint the right to immediately terminate the EULA without further obligation, and may subject Licensee to civil, criminal and/or administrative penalties.
6. Ownership. Licensee acknowledges and agrees that, as between Licensee and Endpoint, Endpoint retains all right, title and interest in and to the Site, the Software and the Licensed Products, including all copyrights, patents, trademarks, trade secrets and all other intellectual property rights in the same. No rights in or to the Site, the Software or the Licensed Products are granted to Licensee except the limited License specifically granted in this EULA. Licensee acknowledges that it shall not acquire any copyright ownership or other similar right, or any other ownership or intellectual property rights in or to the Site, the Software, the Licensed Products or other property owned by Endpoint as a result of this EULA. All information posted to the Site by Licensee shall become the sole property of Endpoint, and shall be assigned pursuant to the terms of this paragraph. In the event that any copyrightable works of authorship are created by Licensee under this EULA through the use of the Site, Licensed Products or Software, Licensee agrees that such works are “works for hire” within the meaning of the copyright laws of the United States of America (17 U.S.C. §101, et seq.), or similar foreign laws, and any rights, title or interest arising from a compilation or derivative work created using any part of the Site, the Software or the Licensed Products shall belong exclusively to Endpoint. Licensee hereby assigns all intellectual property rights created under this EULA or in connection with its use of the Site, the Software or Licensed Products to Endpoint, and further agrees to execute such documentation confirming this assignment as may reasonably be requested by Endpoint.
The Software, the Licensed Products and the Site make use of a database of regional real estate listing information, including text, data, images, maps, audio, video and other informational content and data that is owned by Endpoint or its various data providers (“MLS Data”). Licensee acknowledges and agrees that the MLS Data is valuable and confidential information of Endpoint or its various data providers. Licensee acknowledges and agrees that Licensee will obtain no title or ownership to the MLS Data as a result of this EULA and, to the extent necessary, Licensee will enter into additional agreements with the MLS Data providers.
All comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to Endpoint on or by this Site or otherwise disclosed, submitted or offered in connection with your use of the Site or Licensed Product (collectively, "Feedback") shall be and remain the property of Endpoint. Such disclosure, submission or offer of any Feedback shall constitute an assignment to Endpoint of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Feedback, and Endpoint will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Feedback. Endpoint is and shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay to user any compensation for any Feedback; or (3) to respond to any user Feedback.
You agree that no Feedback submitted by you to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Feedback submitted by you to the Site will be or contain libelous or otherwise unlawful, abusive or obscene material.
7. Confidentiality. Licensee acknowledges that the Site contains valuable commercial products, the development of which has involved the expenditure of substantial time and money. Licensee will issue appropriate instructions to all of its employees having access to the Site and any associated third party products concerning the restrictions contained herein, and shall initiate strict security measures to prevent the accidental or otherwise unauthorized use or release of any and all proprietary and confidential information of Endpoint and any third parties associated with or provided through the Site (hereinafter referred to as "Confidential Information"). Confidential Information includes, without limitation, the Site, the Software and the Licensed Products, real property ownership information, with particular respect to consumer information that is considered "sensitive", namely: financial information including mortgage values, real estate loan information, default and foreclosure information, as related to a named individual owner; all technical and non-technical data; formulae; patterns; compilations; programs; devices; methods; techniques; drawings; processes; business practices; plans or proposals; list(s) of individual names and addresses and other individual and/or consumer-related information, including any nonpublic personal information as defined by federal law, including, but not limited to, the Gramm-Leach-Bliley Act, as it may be amended, any regulations promulgated thereunder and any other customer information protected by applicable international, federal or state laws; third party products and information lists of actual or potential third party customers or suppliers; sales and marketing information; training and operations materials; personnel records; and all other written or oral information relating to the business or affairs of Endpoint or other third parties whose information or products are provided through the Site (including their pricing, transactions, products, planning, strategies, ideas, and know-how).
Confidential Information shall not include any information that: (i) enters the public domain through no fault of Licensee; (ii) is rightfully known by Licensee without any obligation to keep it confidential at the time it is disclosed by Endpoint, as shown by the Licensee's records; (iii) is independently developed by the Licensee at any time without reference to the Confidential Information, as shown by the Licensee's records; or (iv) is rightfully obtained by the Licensee from an independent third party who does not have an obligation of confidentiality to Endpoint, or the respective third-party owner of information provided through the Site. For the avoidance of doubt, and notwithstanding the foregoing, the Site, the Software and the Licensed Products are proprietary, protected by copyright and trade secrets of Endpoint, and the restrictions on use and disclosure of the Site, the Software and the Services are not subject to the exceptions set forth in this paragraph. Licensee agrees both during and after the Term of this EULA not to disclose, use, disseminate, reproduce or publish any portion of the Site or any products or services delivered via the Site (including the Software or the Licensed Products) in any manner other than as specifically stated herein. In the event that a breach of these confidentiality terms occurs, in addition to Endpoint' right to terminate the EULA, Endpoint may proceed to the appropriate court and seek immediate injunctive relief, or other equitable relief as appropriate, in addition to any other rights and remedies that it may have at law or in equity. In the event of termination, or expiration of this EULA, Licensee agrees to immediately cease using the Site, including all information obtained through the Site. Licensee agrees to abide by all prevailing federal, state, and local laws and regulations governing lending, fair information practices and consumers' rights to privacy, and Licensee will limit access to consumer information obtained through the Site to those individuals who have a "need to know" in connection with Licensee's internal business. Licensee agrees to obligate any individuals provided access to consumer information hereunder to acknowledge consumers' rights to privacy and adhere to fair information practices. In any event, Licensee agrees to be liable for, and indemnify Endpoint with respect to any claims concerning, any violations arising hereunder caused by individuals which Licensee has provided access to, both directly and indirectly. In the event of termination, or expiration of this EULA, Licensee agrees to immediately cease using the Site, including all information obtained through the Site.
8. Copyrights. Except for products and information provided by a third party licensor, with respect to which such licensor shall remain the exclusive owner of the respective information, all Endpoint websites (including the Site) are owned and copyrighted by Endpoint. No ownership rights are being granted to Licensee by this EULA. Subject to the limited License provided herein, Endpoint reserves all rights in and to the Site, including but not limited to the exclusive rights under copyright and other intellectual property and the right to grant further licenses. Licensee shall only use the Site as specifically stated herein. All editorial content, graphics and information on the Site provided by Endpoint or its affiliates as well as the Software is owned by or licensed to Endpoint or its affiliates (collectively, the “Endpoint Content”). Endpoint and its licensors reserve and retain all copyright, intellectual property and other proprietary rights in and to the Endpoint Content, including without limitation, all rights in any public information gathered as a compilation. All Endpoint Content is protected by U.S. and/or international copyright laws, international treaties and/or other applicable laws. Unauthorized use of the Site or the Endpoint Content is strictly prohibited and may subject you to prosecution. Licensee acknowledges that all information accessed through the Site is proprietary information of Endpoint and its third party suppliers (including without limitation real property ownership information) under copyright, and have been furnished to Licensee in trust. Revision, republication and re-use of the Endpoint Content or the Site for any purpose is strictly prohibited in whole or in part. Except as permitted by the limited License herein, the materials from the Site including, but not limited to, the Endpoint Content may be used solely for limited non-commercial informational purposes only as necessary to do business with Endpoint or for evaluating or purchasing Endpoint's products and services. Except for making one hard copy printout of limited portions of the Endpoint Content on an ad hoc basis for private use, or downloading as may be expressly authorized by Endpoint within specific portions of the Site, the Endpoint Content may not be reproduced, licensed, copied, displayed, published, sold, modified, transmitted or distributed without Endpoint's prior written permission which may be withheld in Endpoint's sole discretion. Linking to and/or framing the Site is strictly prohibited unless Endpoint expressly consents in writing to such a link or frame, and the User enters into a further agreement for such linking to and/or framings. All other uses of the Site and/or the Endpoint Content not expressly addressed in this EULA are strictly prohibited.
9. Trademarks. Endpoint owns and/or intends to own and is the process of registering several trademarks and service marks that are used in connection with among other things, the Site and the Software. The trademarks and service marks owned by Endpoint include without limitation Endpoint, Endpoint Closing, Endpoint Closing, Inc. and the Endpoint logomark® (“Endpoint Marks”). Any use of the Endpoint Marks requires prior approval in writing by Endpoint which may be withheld in Endpoint's sole discretion. The “look and feel” of Endpoint's Site and the contents thereof, including without limitation, the Endpoint Content and color combinations, buttons, layout, and other graphical elements are protected by applicable U.S. and international intellectual property laws, including without limitation trademark, copyright and trade dress laws. Nothing contained herein shall constitute a license (either express or implied) for Licensee to use any of the Endpoint Marks or trade dress, including the elements that constitute the “look and feel” of the Site.
10. Your Content. Licensee hereby represents and warrants that any content that Licensee uploads to the Site or content that Licensee uses in connection with the Software or the Licensed Products shall not be used in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, and does not and shall not infringe upon or misappropriate any rights, including, without limitation, intellectual property rights, proprietary rights or confidentiality rights, or rights of publicity or privacy of any third parties or Endpoint and that such content is free of worms, virus, Trojan Horses and other disabling code. For the avoidance of doubt, "content" as used in this EULA in connection with the Licensee shall be construed broadly so as to include, but not be limited to, all materials, documents, images, data, information or other materials that Licensee may upload to the Site or use in connection with Licensee's use of the Software and/or the Licensed Products. Licensee agrees to indemnify, defend and hold Endpoint, its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, damages, costs and expenses, including attorneys' fees, arising from a) a third party claim that relates to documents you uploaded to the Site, or b) your breach of any provision of this EULA or Licensee's use of the Site, the Software or the Licensed Products in a manner that is inconsistent with either this EULA, applicable law, the documentation or information accompanying the Software or the documentation or information made available on the Site.
11. Links. Where Endpoint provides hypertext links to other Internet websites on the Site, it does so for informational purposes only, and such links are not endorsements by Endpoint of any products or services on such sites. Endpoint accepts, and shall incur, no liability for such products or services and makes no endorsement or approval of the same.
12. Disclaimers. THE SITE (INCLUDING THE ENDPOINT CONTENT), SOFTWARE, LICENSED PRODUCTS AND THE ENDPOINT CONTENT, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, PRICES, DATES AND QUOTATIONS CONTAINED ON THE SITE OR WITHIN THE SOFTWARE, IS SUBJECT TO CHANGE WITHOUT NOTICE. THE LICENSED PRODUCTS AND THE ENDPOINT CONTENT ARE PROVIDED TO LICENSEE ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES BASED ON COURSE OF DEALING OR USAGE IN TRADE, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, ACCURACY OR OTHERWISE. THE SITE (INCLUDING THE ENDPOINT CONTENT) AND THE SOFTWARE AS WELL AS THE MATERIALS CONTAINED THEREIN MAY CONTAIN ERRORS OF PUBLICATION OR TRANSMISSION. ENDPOINT DISCLAIMS ANY AND ALL LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES NECESSARY TO THE CONDUCT OF A REAL ESTATE CLOSING. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. ENDPOINT, ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE'S USE OF THE SITE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE LEGALITY OR PROPRIETY OF THE USE OF THE SITE (INCLUDING THE ENDPOINT CONTENT), THE SOFTWARE OR THE LICENSED PRODUCTS IN ANY GEOGRAPHIC AREA, THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE'S USE OF THE SITE (INCLUDING THE ENDPOINT CONTENT), THE SOFTWARE, AND THE LICENSED PRODUCTS IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE'S RESPONSIBILITY TO REVIEW CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT LICENSEE AND LICENSEE'S BUSINESS. ENDPOINT DOES NOT WARRANT THAT THE SITE, THE SOFTWARE OR THE LICENSED PRODUCTS ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN SUCH SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. THE LICENSED PRODUCTS AND THE ENDPOINT CONTENT DO NOT CONSTITUTE AN OFFER OF ANY KIND, BUT ARE MERELY INFORMATIONAL IN NATURE AND PROVIDED FOR LICENSEE'S CONVENIENCE AND ARE NO SUBSTITUTE FOR SPECIFIC ADVICE OR PERSONAL VERIFICATION. LICENSEE IS RESPONSIBLE FOR VERIFYING ALL PARTICULARS BEFORE PLACING ANY ORDERS OR CONDUCTING ANY REAL ESTATE TRANSACTIONS. SOME OF THE INFORMATION ON THE SITE OR CONTAINED WITHIN THE ENDPOINT CONTENT IS A COMPILATION OF INFORMATION, WHICH IN SOME CASES ARE GATHERED FROM PUBLIC DOMAIN SOURCES, AND SUCH INFORMATION IS PROVIDED ON AN “AS IS” BASIS. ENDPOINT SHALL NOT BE RESPONSIBLE FOR ERRORS IN SUCH INFORMATION AND/OR OTHER DEFECTS. UNDER NO CIRCUMSTANCES SHALL ENDPOINT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY LICENSEE'S RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE SITE OR FROM THE SOFTWARE OR THE LICENSED PRODUCTS. THIS INCLUDES, BUT IS NOT LIMITED, LOSS OF INFORMATION UPLOADED AND/OR STORED ON THE SOFTWARE OR THE LICENSED PRODUCTS. IT IS SOLELY THE RESPONSIBILITY OF LICENSEE TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR SERVICES AVAILABLE THROUGH THE SITE, THE LICENSED PRODUCTS OR THE SOFTWARE AND ENSURE THAT ANY NECESSARY DOCUMENTS TO MEET LICENSEE’S AUDITING REQUIREMENTS, NEEDS ETC. THAT NEED TO BE STORED ARE STORED ON A SOURCE OTHER THAN THE SITE, THE LICENSED PRODUCTS OR THE SOFTWARE. LICENSEE ACKNOWLEDGES AND AGREES THAT ENDPOINT SHALL INCUR NO LIABILITY BASED ON ANY PROBLEMS WITH THE SITE OR THE SOFTWARE OR THE UNAVAILABILITY OF EITHER OR THE LOSS OF ANY CONTENT THAT LICENSEE OR ANY OTHER PARTY MAY HAVE UPLOADED TO THE SITE OR USED IN CONNECTION WITH THE SOFTWARE.
IMPORTANT—READ CAREFULLY: ANY TITLE SEARCH OR EXAMINATION PERFORMED BY ENDPOINT IS DONE SOLELY FOR THE BENEFIT OF ENDPOINT AND/OR ITS UNDERWRITER, AND DONE SOLELY TO DETERMINE INSURABILITY OF THE TITLE. THE PROCEDURES USED BY ENDPOINT TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH OR EXAMINATION, ARE PROPRIETARY TO ENDPOINT, AND CREATE NO EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED. ENDPOINT’S AND/OR ITS UNDERWRITER’S OBLIGATIONS REGARDING INSURANCE OF TITLE ARE CONTAINED IN A COMMITMENT. A COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE POLICIES, SUBJECT TO SATISFACTION OF ALL CONDITIONS AND REQUIREMENTS SET OUT IN THE COMMITMENT. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT. THE COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION, OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. ENDPOINT’S OBLIGATION UNDER A COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED IDENTIFIED IN SCHEDULE A OF THE COMMITMENT, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE COMMITMENT. ENDPOINT’S AND/OR ITS UNDERWRITER’S HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THE COMMITMENT TO ANY OTHER PERSON.
13. No Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ENDPOINT, ITS PARENTS, SUBSIDIARIES, AFFILIATES, THIRD PARTY SUPPLIERS, AND ALL OF THE AFOREMENTIONED PARTIES' RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR, ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE SITE (INCLUDING THE ENDPOINT CONTENT), THE LICENSED PRODUCTS OR THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE (REGARDLESS OF THEIR SOURCE), LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF ENDPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. LICENSEE ASSUMES THE RISK IN USING THE SITE (INCLUDING THE ENDPOINT CONTENT), THE LICENSED PRODUCTS AND THE SOFTWARE AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS LICENSEE CONSIDERS NECESSARY.
ENDPOINT'S THIRD PARTY DATA SUPPLIERS ARE NOT RESPONSIBLE FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, THE COST OF ANY SUBSTITUTE DATA, OR CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS. IN NO EVENT SHALL ENDPOINT'S DATA SUPPLIERS BE LIABLE FOR ANY DAMAGES RESULTING FROM LICENSEE'S INABILITY OR FAILURE TO ACCESS ANY WEB SITE.
14. Indemnification. In addition to other indemnification obligations provided in this EULA, Licensee agrees to indemnify and hold Endpoint, its parents, subsidiaries, affiliates, third party suppliers, and all of their respective officers, directors, employees and agents harmless from and against all claims of third parties arising out of or related to the use of the Site (including the Endpoint Content), the Software and the Licensed Products by Licensee except as expressly provided herein, or attributable to Licensee's breach of this EULA; provided that Endpoint gives Licensee reasonably prompt written notice of any such claim. Endpoint shall control the defense and any settlement of such claim, and Licensee shall cooperate with Endpoint in defending against such claim.
15. Injunctive Relief. Licensee acknowledges that the services and products provided hereunder are a valuable commercial product, the development of which involved the expenditure of substantial time and money. Any violation of the terms hereunder entitles Endpoint to injunctive relief as such violation will cause irreparable harm to Endpoint. If Licensee infringes or misappropriates any of Endpoint's intellectual property rights or violate the provisions set forth herein, Endpoint may not have adequate remedy in money or damages. Accordingly, in addition to other remedies provided by law or this Agreement, Endpoint shall have the right to obtain injunctive relief against any violation of the acceptable use and confidentiality provisions contained herein, without being required to : (i) show any actual damage or irreparable harm, (ii) prove the inadequacy of its legal remedies, or (iii) post any bond or other security. Granting of injunctive relief shall not limit Endpoint's right to seek further remedies at law or in equity.
16. Product and Service Claims. Licensee shall provide prompt notice to Endpoint, and a reasonable opportunity to cure, any known error, omission or mistake that may result in a claim against Endpoint regarding the Site (including the Endpoint Content), the Software or the Licensed Products provided pursuant to this EULA, prior to making a claim against such products and services. In addition, Licensee shall use its best efforts to mitigate its losses resulting from services provided pursuant to this EULA, including without limitation, enforcing its promissory notes and security instruments to the fullest extent provided by law. Licensee shall also provide Endpoint with adequate information from its file to assist in claim administration. In the event that Licensee does not perform according to the requirements of this paragraph, Endpoint will not be liable. Licensee must also provide sufficient documentation, as deemed by Endpoint, to evidence its out-of-pocket, actual monetary loss.
18. Survival. Upon the termination of this EULA, or the discontinuance of use of the Site, the Software or the Licensed Products by Licensee, paragraphs 3, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 18, 21 and 23 shall survive the termination.
19. Document Security. Endpoint reserves the right, and Licensee hereby grants it permission, to override and remove security settings and restrictions on Adobe Acrobat files, such as Document Packaging, and on other documents that Licensee uploads to the Site for the purpose of using the same in connection with the Software in order to enable certain features of the Site and the Software.
20. No Assignment. This EULA shall bind and inure to the benefit of Licensee and Endpoint and our respective parents, successors and permitted assigns. Licensee may not assign, sublicense, pledge or transfer any of its rights or obligations under this EULA to any other person or entity without Endpoint's prior written consent which may be withheld in Endpoint's sole discretion (and any such purposed assignment, pledge or transfer without such prior written consent shall be void ab initio). Licensee acknowledges and agrees that Endpoint may, in its sole discretion, assign this EULA to any other person or entity at will without Licensee's consent.
21. Severability. If any of the provisions of this EULA are determined to be invalid by a court or government agency of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the remaining provisions herein.
22. Headings. The section headings in this EULA have been inserted merely for convenience, are not a part of this EULA, and shall not affect the rights and obligations of Licensee and Endpoint or the meaning of the language in this EULA.
23. Choice of Law and Forum. This EULA is entered into in the State of California, County of Orange and shall be governed by, and construed and interpreted in accordance with the laws of the State of California without regard to principles of conflicts of law. Licensee agrees to submit to the exclusive jurisdiction of the courts (State and Federal) located in the State of California, County of Orange in connection with any controversy arising under this EULA or its subject matter. Licensee hereby waives any objection Licensee may have in any such action based on lack of personal jurisdiction, improper venue or inconvenient forum.
24. Additional Representations and Warranties. Licensee hereby represents and warrants that: (a) this EULA is the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject, however, to applicable bankruptcy, insolvency, reorganization, arrangement moratorium or other similar laws relating to creditors' rights generally; (b) there is no hindrance, legal, contractual or otherwise, to Licensee's entering into this EULA and performing its obligations hereunder, and Licensee has the full power and authority to execute, deliver and perform under this EULA; and (c) Licensee shall comply with all applicable international, federal, state and local laws in its performance of its obligations hereunder.
25. Entire Agreement. This EULA constitutes the complete understanding between Licensee and Endpoint with respect to the Site, the Software and the Licensed Products and, except for any other agreement that Licensee's employer may have with Endpoint directly, no representation, statement, inducement oral or written, not contained herein shall bind either Licensee or Endpoint. This EULA supersedes any and all prior agreements, promises, or inducements, whether orally or in writing regarding the subject matter of this EULA, with the exception of any other agreement that Licensee's employer may have with Endpoint directly. Further, Licensee and Endpoint agree that no promises or agreements made subsequent to the execution of this EULA shall be binding unless reduced to writing and executed by Licensee and Endpoint. By clicking on the box indicating your acceptance, Licensee agrees to the terms of this EULA and expressly acknowledges and agrees that Endpoint is acting as a mere conduit of content supplied by others and, whether or not Endpoint has undertaken any measures to review the suitability of anything in or attached to said content, it neither controls nor is responsible for anything in or attached to that content, including without limitation information, worms, Trojan Horses, and viruses of any kind.