2.Definitions for Services
USER. An individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, your employees, consultants, contractors and agents, and third parties with which You transact business.
LOFTY SERVICES. Lofty, Social Nexus for Agent Connections, a social network designed to build connections, better your brand, and bring in more business.
LOFTY FEATURES. Connect social profiles to LOFTY, share listings or advertise clients themselves all from LOFTY. Automate post scheduling for client’s social media accounts. Find other real estate pros and connect with them. Instantly chat and exchange business opportunities with other users.
3. Member Account
If anyone other than yourself accesses your Member Account, Member Account settings, and performs any actions available to you, makes changes to your Member Account, Member Account settings, and accepts any legal terms available therein, including making various representations and warranties – all such activities will be deemed to have occurred on your behalf and in your name.
Therefore, we strongly encourage you to keep the log-in credentials of your Member Account confidential, and allow such access only to people you trust - as you will be solely and fully responsible for all activities that occur under your Member Account (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities.
You must provide accurate and complete information when registering your Member Account and using the Services, to which you are the sole and exclusive rights holder. We strongly encourage you to provide your own (or your company’s) contact and billing details, including your valid e-mail address, as we may use it to identify and determine the actual and true owner of the Member Account and/or Member Content (as defined below) submitted to us.
We reserve the right to determine and/or grant ownership to a Member Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so, without liability to you or to any other party. Among others, we may consider the principles set forth below.
Please carefully review these principles and consider adapting your practices accordingly, to ensure that what you believe to be "your" Member Account remains as such:
The owner of a Member Account, Member Content created and/or uploaded to the Services, may be considered to be the person or entity who has access to the e-mail address then listed in our records for such Member Account or Member Content has been created.
All activities that occur under your Member Account are your responsibility.
4. Member Account Information
The account information you provide us must be your own (or your company’s), and be accurate and complete. We will determine the ownership of all Member Accounts. You represent and warrant that:
1.You are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into this Agreement and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Agreement;
2. You are not a resident of (or will use the Services in) a country that the U.S. and Canada government have embargoed for use of the Services, nor are you named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations;
3.You understand that we do not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your end users, or your compliance therewith; And specifically, regarding your Member Content:
4. You own all rights in and to any content uploaded by you ("Member Content"), including any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials ("Content"), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the Member Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such Member Content;
5. The Member Content is (and will continue to be) true, current, accurate, non-infringing upon any third-party rights, and in no way unlawful for you to possess, post, transmit or display in the country in which you or your Member Website’s visitors and users reside, or for us and/or your visitors and users to use or possess in connection with the Services;
6. You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Member Content, and you will adhere to all laws applicable thereto.
5. Your Obligations
In order to access the Services, you agree that you will:
a.fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to you or your users and visitors in any of your geographical locations;
b.be solely responsible and liable with respect to any of the uses of the Services which occur under your Member Account, and for any of your Member Content (including for any consequences of using or publishing such Member Content on or with respect to the Services);
c.receive from time to time promotional messages and materials from us or our partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices, please just notify us at any time;
d. Further, you acknowledge and agree that we, in our sole discretion, shall determine the means, manner, and method for performing the Services, including those regarding the hosting, transmission, publication and/or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto). In addition, you acknowledge that neighborhoods are not subject to a generally accepted definition, but are subject to individual interpretation.
In addition, you undertake and agree NOT to:
e.copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble any of the Services (or any part thereof), any Content offered by us or Third Party Services for use and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without our prior written and specific consent and/or as expressly permitted under this Agreement;
f.submit, transmit or display any Member Content, or use Licensed Content in a context, which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of us or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
g.publish and/or make any use of the Services or Licensed Content on any website, media, network or system other than those provided by us, and/or frame, "deep link", "page scrape", mirror and/or create a browser or border environment around any of the Services, Licensed Content, except as expressly permitted by us, in advance and in writing;
h.use any "robot", "spider" or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;
i.act in a manner which might be perceived as damaging to our reputation and goodwill or which may bring us into disrepute or harm;
j.purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use our name or our Marks and/or variations and misspellings thereof;
k.impersonate any person or entity or provide false information on the Services, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to us and/or any of our other Visitors or Members;
l.falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that we or any third party endorses you, your business, your Member Products, or any statement you make;
m.reverse look-up, trace, or seek to trace another Member of Services, or otherwise interfere with or violate any other Member’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent;
n.disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, Member Website, the account of another Member(s), or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
o.probe, scan, or test the vulnerability of the Services or any network connected to the Services;
p.upload to the Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
q.take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or our systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
r.use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, "chain letters", "pyramid schemes" or similar conduct, or otherwise engage in unethical marketing or advertising;
s.sell, license, or exploit for any commercial purposes any use of or access to the Licensed Content and/or Services, except as expressly permitted by this Agreement;
t.remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©] or trademarks [® or ™] contained in or accompanying the Services and/or Licensed Content;
u.violate, attempt to violate, or otherwise fail to comply with this Agreement or any laws or requirements applicable to your use of the Services.
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of your Member Account and/or any Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.