Terms of Use

This web-based data security and compliance management system consisting of pre-packaged courseware, webinars and training documents tools, including, without limitation, the REDS Data Security Compliance Manual, the REDS Security Assessment for Companies and/or the REDS Privacy and related Policy Templates (the “REDS System”) is owned by Real Estate Data Shield, Inc. (“Licensor”). By using the Reds System, you, the user (“Licensee”), are agreeing to the terms and conditions set forth below.

The REDS System is not intended or offered as legal advice or a legal opinion and is provided for educational and information purposes only. Licensor is not a law firm, or a substitute for an attorney or law firm and use of the REDS System is not intended to create, and does not constitute, a lawyer-client relationship between Licensor and Licensee or any other user.

Proprietary Rights
Licensee is granted a non-exclusive and non-transferable license to use the REDS System, including, without limitation, the electronic files, disks, documentation, or manuals that facilitate such use, solely for its internal purposes in accordance with the terms and conditions of these Terms of Use. It is expressly agreed that Licensor retains all title and rights of ownership, including copyright and other intellectual property rights, in and to the REDS System and Licensee will not challenge or otherwise call into question Licensor’s ownership thereof.

Except as expressly permitted under the Agreement, Licensee shall not directly or indirectly do any of the following: (a) use, sell, distribute, sublicense, or commercially exploit the REDS System, or any element or component thereof, or any rights under the Agreement, on a service bureau, rental, sharing or other basis (b) except for archival/backup purposes, copy, modify, or prepare derivative works based on the REDS System, or any element or component thereof; (c) reverse engineer, decompile, disassemble, or attempt to derive source code from the REDS System, or any element or component thereof; or (d) knowingly remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on the REDS System, or any element or component thereof Property.

Licensee acknowledges that it is relying wholly on its own skill and judgment in using the REDS System, which use is at Licensee’s own risk. If Licensee is dissatisfied with the REDS System, Licensee’s sole and exclusive remedy is a pro rata refund of the subscription fee paid to Licensor under the Order Form to which these Terms of Use are attached, which refund will only be payable upon Licensee’s cessation of use of the REDS System and the return to Licensor of any manuals or other documents or materials provided to Licensee by Licensor under these Terms of Use.

The reds system is provided to licensee “as is” and neither licensor, any third party content providers nor its or their respective officers, directors, employees and agents make any warranties of any kind with respect to the reds system, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability
To the fullest extent permissible under applicable law, licensor and any third party content providers, and its and their respective officers, directors, employees and agents, are not liable for any incidental, consequential, special, indirect or punitive damages arising out of licensee’s access to, or use of, or inability to access or use, the reds system, including without limitation, damages for harm to business, lost profits, lost savings, or lost revenues, however such damages are caused and whether based in contract, tort (including negligence) or any other theory of liability. Licensee’s sole and exclusive remedy with respect to any claims relating to the reds system and/or these terms of use will be a claim for money damages not to exceed the amount of the subscription fee paid by licensee. The foregoing limitations shall apply regardless of whether licensor, any third party content provider, or any of its or their respective officers, directors, employees and agents have been advised of the possibility of such damages.

Licensee agrees to indemnify and hold harmless Licensor and its subsidiaries and affiliates and its and their respective officers, directors, employees and agents against any claim by a third party (whether in negligence or otherwise) for loss or damage of any kind arising from Licensee’s use or inability to use the REDS System.

These Terms of Use shall be construed in accordance with the internal laws of the State of New York without regard to its conflict of laws, and the parties irrevocably consent to bring any action to enforce these Terms of Use in the federal or state courts located in New York. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Licensee agrees that these Terms of Use may be automatically assigned by Licensor, in its sole discretion, to a third party in the event of a merger, acquisition, or a sale of all or substantially all of Licensor’s assets. Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party or any right of any of the provisions of these Terms of Use. Further, the waiver by either party of a particular breach of these Terms of Use by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of these Terms of Use.

These Terms of Use and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Headings are for reference purposes only and have no legal or contractual effect. These Terms of Use constitute the entire agreement between the parties relating to the subject matter herein and shall not be modified except as provided herein.