54 System Design's Terms of Use -- PLEASE READ
Welcome to Workflow and Collaborate website (the Site), websites operated and designed by 54 System Design. Please take a moment to review this Terms of Use Agreement ("Agreement"). This Agreement describes the terms and conditions applicable to User use of Workflow and Collaborate, as well as the products and/or services provided through, or in connection with 54 System Design and its affiliates and subsidiaries (collectively, "54 System Design"), which may be updated by 54 System Design periodically, without notice to you ("User").
Workflow and Collaborate are applications designed to help real estate professionals, asset management providers, servicers and miscellaneous entities manage and sell real estate assets (the “Site”). The Site is also designed to provide information and tools regarding real estate, REO properties, 54 System Design and its affiliates (“Service”).
Privacy
54 System Design may offer other services governed by different Terms of Use Agreements. User must read and agree with all of the terms and conditions contained in this Agreement, as well as within the 54 System Design Privacy Policy then in effect ("Privacy Policy"), (incorporated by reference), before User uses any of our Services. If User does not agree to be bound by the terms and conditions of this Agreement, do not submit information to, or access any information from, this Site or Service.
By using our Site and Service, User agrees to allow 54 System Design to contact User based on the terms of our current Privacy Policy. As a User of our Site, User grants 54 System Design the permissions required to communicate with User via e-mail, phone, fax or direct mail for any purpose 54 System Design determines to be relevant, including, but not limited to, marketing updates, system updates, service announcements and system messages. If User no longer wishes to receive communication from 54 System Design, User will have the choice to opt-out of further communication by adjusting User account settings within the Site. 54 System Design will use its best efforts to honor User's requests, but under no circumstances will 54 System Design have any liability for sending any communications to any Users on our Site.
Site Use
54 System Design provides technology tools for general information use only. All information and Services provided within the Site do not constitute real estate, tax, legal, accounting or other professional advice--please consult with a professional when necessary. The Site or Services do not constitute an offer to sell, buy or lease real estate and may not be used to determine an individual’s eligibility for credit, employment or insurance purposes. AS AN USER OF OUR SITE, USER IRREVOCABLY ACKNOWLEDGE AND AGREE THAT 54 SYSTEM DESIGN ONLY PROVIDES TECHNOLOGY TOOLS THAT AGENTS, BUYERS, SELLERS, VENDORS, BROKERS AND OTHER INDIVIDUALS AND/OR AFFILIATES MAY USE TO TRANSACT BUSINESS (“Transactional Parties”). 54 SYSTEM DESIGN IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN ANY OF THE TRANSACTIONAL PARTIES, AND IS NEITHER THE AGENT OF, NOR HAS ANY AUTHORITY ON BEHALF OF ANY OF THE AFOREMENTIONED TRASNSACTIONAL PARTIES OR ANY OTHER THIRD PARTY, FOR ANY PURPOSE WHATSOEVER. AT NO TIME AND IN NO EVENT SHALL 54 SYSTEM DESIGN BECOME INVOLVED IN ANY DISPUTE OR TRANSACTION BETWEEN THE TRANSACTIONAL PARTIES OR HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, MAKING OR GUARANTEEING ANY PAYMENT THAT MAY COME DUE AS A RESULT OF ANY TRANSACTION OR AGREEMENT BETWEEN THE TRANSACTIONAL PARTIES.
In respect to any and all text, photographs, graphics, descriptions, messages, video and other content User elects to upload, post, e-mail or otherwise transmit to 54 System Design through the Site ("User Content”), User understands and agrees that User is entirely responsible for all User Content User makes available via the Site. User is responsible for accuracy, integrity and quality of all User Content. User shall evaluate and bear all risks associated with any User Content. 54 System Design is neither responsible for nor controls any User Content.
User grants 54 System Design the irrevocable right, royalty free, perpetual, non-exclusive and fully sub-licensable right and license to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, distribute sell and take any other action with respect to any User Content for any purpose, including and without limitation, publication of all or part of such User Content on the site and in any other medium for unrestricted use by 54 System Design. 54 System Design reserves the right to remove any User Content at any time at its sole discretion. 54 System Design shall have no obligation to (a) resolve any disputes among Users of the Site or (b) monitor or verify the accuracy or proper use of any User Content.
54 System Design provides links to, and frames within, our own Site. Please be aware that 54 System Design is not responsible for the privacy practices or the content of other websites. 54 System Design suggests and encourages each User to read the Privacy Policies and/or Terms of Use statements of third-party websites before proceeding. These websites may send their own cookies to Users, collect data, or solicit personally identifiable Information. Our Privacy Policy and Agreement apply solely to information collected at our Site and through our Service.
54 System Design reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. User agrees that 54 System Design shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Service.
Any modification or enhancement implemented into the Site at the User’s requests becomes the sole property of 54 System Design. 54 System Design will owe no duty, financial or legal, to any User for any ideas used in connection with any modification or enhancement or the Site. User grants 54 System Design the irrevocable right, royalty free, perpetual, non-exclusive and fully sub-licensable right and license to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, distribute sell and take any other action with respect to any User suggested modification or enhancement for any purpose, including and without limitation, publication of all or part of such modification or enhancement on the Site and in any other medium for unrestricted use by 54 System Design.
User certifies to that: (a) User is at least eighteen (18) years of age; (b) User assumes full responsibility for the use of the Service and Site by any minors; (c) User agrees that all information User has submitted to 54 System Design, online or otherwise, is accurate and complete, and that User has not knowingly submitted false information on or through the 54 System Design Network or Service; (d) User uses of the Service and Site is subject to all applicable federal, state, and local laws and regulations.
No Unlawful or Prohibited Use
User must not (a) submit, transmit or facilitate the distribution of information or content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable; (b) submit, transmit, promote or distribute information or content that is illegal; (c) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (d) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (e) upload invalid data, viruses, worms, or other software agents through the Service; (f) use any robot, spider, scraper or other automated process to access the Service and Site for any purpose without our express written permission; (g) impersonate another person or otherwise misrepresent User affiliation with a person or entity, conduct fraud, hide or attempt to hide User identity; (h) submit, upload, post, email, transmit or otherwise make available any information or content that User do not have a right to make available under any law or under contractual or fiduciary relationships; (i) interfere with the proper working of the Service and Site; or, (j) bypass the measures we may use to prevent or restrict access to the Service and Site. 54 System Design maintains an active zero-tolerance policy in determining violations regarding unlawful and/or prohibited use pursuant to this Agreement.
Privacy Policy
54 System Design values and respects User privacy, and personal information. Information submitted in connection with the Site and through our Service is governed and subject to our Privacy Policy. For more information, please see our corporate Privacy Policy.
Copyright and Trademark Notice Information
All contents of the Site are: Copyright 2010 54 System Design, 4590 MacArthur Blvd, Suite 500, Newport Beach, CA 92660 and/or its Providers and third party vendors. All rights reserved. 54 System Design trademarks and service marks and other 54 System Design logos and product service names are trademarks of 54 System Design, ("54SD Logos"). User agree, without the prior permission of 54 System Design, not to display, or use in any manner, the 54SD Logos.
Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement must be a written communication addressed to the designated agent as set forth below (the "Notice"), and must include substantially all of the following: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; (b) a description of the copyrighted work or works that User claims to have been infringed and identification of what material in such work(s) is claimed to be infringing and which User requests to be removed or access to which is to be disabled; (c) a description of the exact name of the file on this Site (and the location of the file, if it appears on this Site) that User claims is infringing or if the infringed work appears on a site linked to from this Site where the material that User claims is infringing is located on such site; (d) information sufficient to permit 54 System Design to contact User, such as User's physical address, telephone number, and email address; (e) a statement by User that User has a good faith belief that the use of the material identified in User Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement by User that the information in User Notice is accurate and, under penalty of perjury that User is the copyright owner or authorized to act on the copyright owner's behalf.
All other logos or brand names shown on the Service are trademarks of their respective owners and/or licensors. If User believes User work has been copied in a way that constitutes copyright infringement or are aware of any infringing material on the Site, please contact 54 System Design for notice of claims of copyright infringement immediately at: 54 System Design, Attn: Copyright Matters, 4590 MacArthur Boulevard, Suite 500, Newport Beach, CA 92660.
Proprietary Rights
User acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information protected by applicable intellectual property and other laws. User further acknowledges that all materials and/or content, including, but not limited to, articles, artwork, screen shots, graphics, logos, text, drawings and other files on the 54 System Design website or as part of the Service are the intellectual property of 54 System Design or their respective owners.
Except as expressly authorized by 54 System Design, User agrees not to modify, copy, reproduce, sell, distribute or create derivative works based on or contained within the Service or the application, in whole or in part. User shall not copy, modify, create a derivative work of, reserve engineer, decompile, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the application.
User agreez not to modify the application in any manner or form, or to use modified versions of the application, including, without limitation, for the purpose of obtaining unauthorized access to the Site and Service by any means other than through the interface that is provided by 54 System Design for use in accessing the Service.
Links
The Site, through the Service or otherwise, may provide links to other websites, as well as having other websites provide inbound links to the Site. Such links are provided for User convenience and reference only. 54 System Design does not operate or control in any respect any information, software, products or services available on such websites. 54 System Design’s inclusion of a link to a website does not imply any endorsement or guarantee of proper functionality of the services or the site, its contents, or its sponsoring organization. Because 54 System Design has no control over such websites, User acknowledges and agrees that 54 System Design is not responsible for the availability of such external websites, nor does 54 System Design endorse or guarantee, and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites.
User further acknowledges and agrees that 54 System Design shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products, goods or services available on or through any such website.
Indemnification
User agrees to indemnify and hold 54 System Design, its subsidiaries, affiliates, agents, shareholders, officers, contractors, vendors and employees harmless from any claim or demand, including reasonable attorneys fees, made by any third-party due to or arising out of User use of the Service, the violation of the Agreement by User, or the infringement by User, or any other User of the Service using User computer, of any intellectual property or other right of any person or entity. 54 System Design reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User.
54 SYSTEM DESIGN PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH UsER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 54 SYSTEM DESIGN MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. 54 SYSTEM DESIGN DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (a) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (b) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND, (c) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
Limitation of Liability
IN NO EVENT WILL 54 SYSTEM DESIGN BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR USER USE OF THE SERVICE, EVEN IF 54 SYSTEM DESIGN HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (a) BREACH OF CONTRACT, (b) BREACH OF WARRANTY, (c) STRICT LIABILITY, (d) TORT, (e) NEGLIGENCE, OR (f) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF USER IS UNSATISFIED WITH ANY PORTION OF SITE, OR WITH ANY OF THESE TERMS OF USE, THEN USER'S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO USER.
Release
USER HEREBY AGREES TO RELEASE, REMISE AND FOREVER DISCHARGE 54 SYSTEM DESIGN AND ITS AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS, AND CONTRCTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH USER USE OF THE SERVICE.
USER ACKNOWLEDGES AND AGREES THAT 54 SYSTEM DESIGN AND ITS AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS, AND CONTRCTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES SHALL NOT BE HELD LIABLE OR RESPONSIBLE SHOULD CONFIDENTIAL INFORMATION BELONGING TO User BE INTERCEPTED AND SUBSEQUENTLY USED BY ANY UNINTENDED RECIPIENT.
Inquiries and Notices
54 System Design may provide User with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the websites within the 54 System Design Site. All inquiries and notices regarding any of the above changes must be made in writing and mailed to: 54 System Design, Attn: Legal Affairs, 4590 MacArthur Boulevard, Suite 500, Newport Beach, CA 92660.
Termination
54 System Design reserves the right, in its sole discretion, under certain circumstances and without prior notice, immediately terminate User access to the Service or any portion thereof at any time. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California, U.S.A. and User hereby consents to the exclusive jurisdiction and venue of courts in Orange County, California, U.S.A. for all disputes arising out of or relating to the use of the Site and Service.
Use of the Site and Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. User agrees that no joint venture, partnership, employment, or agency relationship exists between User and 54 System Design as a result of this agreement or use of the Site and Service.
Cause for termination shall include, but not be limited to: (a) breaches or violations of the Agreement or other incorporated agreements or the Privacy Policy; (b) requests by law enforcement or other government agencies; (c) discontinuance or material modification to the Service (or any part thereof); and (d) unexpected technical or security issues or problems. User agree that all terminations for cause shall be made at 54 System Design’s sole discretion and that 54 System Design shall not be liable to User or any third party for any termination or access to the Service.
Disputes
This Agreement will be interpreted in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. The parties agree that any and all disputes, claims or controversies arising out of or relating to the Agreement, its interpretation, performance, or breach, that are not resolved by informal negotiation within 30 days (or any mutually agreed extension of time), shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association (“AAA”) in Orange, California, or its successor.
Either party may commence the arbitration process called for herein by submitting a written demand for arbitration with the AAA, and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures in effect at the time of submission of the demand for arbitration.
The costs of arbitration plus reasonable attorneys’ fees (including fees for the value of services provided by in house counsel) shall be awarded to the prevailing party in such arbitration. Judgment on the award rendered by the arbitrator may be entered in the Superior Court of California, County of Orange, or the United States District Court for the Central District of California.
Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the Superior Court of California, County of Orange, or the United States District Court for the Central District of California: (a) any dispute, controversy, or claim relating to or contesting the validity of 54 System Design’s proprietary rights, including without limitation, trademarks, service marks, copyrights, or trade secrets; or, (b) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or provisional relief such as writs of attachments or possession.
ALL PARTIES AGREE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AT 54 SYSTEM DESIGN’S PLACE OF BUSINESS IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND ANY ARBITRATION, LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED AND TAKE PLACE IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA.
Waiver and Severability of Terms of Use
If any provision of this Terms of Use shall be deemed unlawful, void, or, for any reason, unenforceable, then that specific provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
Disclosure of User Information
User acknowledges, consents and agrees that 54 System Design may access, preserve, and disclose the information we collect about User if required to do so by law or in good faith belief that such access, preservation or disclosure is reasonably necessary in accordance with our Privacy Policy.
Agreement and Signatures
This Agreement constitutes the entire agreement between User and 54 System Design, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between User and 54 System Design with respect to the Site and Service, the use of the Site and Service, and the 54 System Design Network.
54 System Design may modify the terms and conditions of this Agreement at any time by posting the revised Terms of Use on this Site. Through User continued use of the Site and Service, User grants User acceptance of such revised Terms of Use. The terms and conditions of use shall not constitute an employee/employer relationship, agency, partnership or joint venture between User and 54 System Design.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
User acknowledges and agrees that by registering on or using the Site or Service, or such similar links as may be designated by 54 System Design to accept the terms and conditions of this Terms of Use, User is submitting a legally binding electronic signature and are entering into a legally binding contract. User acknowledges that User electronic submissions constitute User agreement and intent to be bound by this Terms of Use. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, User HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY 54 SYSTEM DESIGN.
Further, User hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.