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General Terms of Use For all visitors to State Listings, Inc.'s websites, including NY State MLS and My State MLS, and its other state-specific MLS websites that link to these Terms of Use. If you register as a Member and access the passcode-protected platform, the separate Member Terms of Use also apply to that use. ------------------------------------ACCEPTANCE OF TERMS These Terms of Use constitute a legal agreement between you and State Listings, Inc. and its brands, including NY State MLS (www.NYStateMLS.com) and My State MLS (www.MyStateMLS.com), together with State Listings' other state-specific MLS websites, applications, and services that link to these Terms of Use (collectively, "the MLS"). These Terms of Use apply to all visitors and users of the Site. If you register as a Member and access the passcode-protected Product, you will also be required to agree to the separate Member Terms of Use, which include additional obligations specific to MLS membership, listing submissions, and data licensing; in the event of a conflict, the Member Terms of Use controls with respect to the passcode-protected Product. Anytime the words "Service" or "Member" are used, they refer to the MLS, and "Customer" refers to any user. By accessing, posting information on, accessing information from, or using this Site in any way, you agree that you are 18 years of age or older and have the right, power, and authority to agree to be bound by these Terms of Use. Otherwise, you may not access, post information to, or access information from this Site (unless you have a signed document stating otherwise). The MLS has the right to change these terms at any time, so it is your responsibility to review this agreement regularly. The submission of information to, and use of, the real estate information services (collectively, the "Service") available through the MLS website is subject to the following terms and conditions (the "Terms of Use" or the "Agreement"). By submitting information to, accessing information from, or using this Site (or any part thereof), you, the end user (the "Customer"), agree to be legally bound by these Terms of Use as we may modify them from time to time. These Terms of Use apply to your use of this Site, including the MLS services offered via the Site. They constitute a legal contract between you and the MLS, and by accessing or using any part of the Site you represent and warrant that you have the right, power, and authority to agree to and be bound by these Terms of Use. If you do not agree to these Terms of Use, or do not have the right, power, and authority to agree to and be bound by them, you may not submit information to, or access information from, the Service. Notwithstanding anything to the contrary herein, if you and the MLS have entered into a separate written agreement that covers your use of an MLS service, that agreement controls to the extent it is inconsistent with these Terms of Use. MODIFICATIONS OF THIS AGREEMENT We reserve the right, at our sole discretion, to change, modify, or otherwise alter these terms and conditions at any time. Such modifications become effective immediately upon posting. You must review this agreement on a regular basis to keep yourself apprised of any changes. SERVICES The information, data, text, software, photographs, images, graphics, organization, layout, design, and other content contained on or provided through this Site (collectively, the "Content") are proprietary to the MLS and its licensors, and are protected by copyright and other U.S. and international intellectual property rights, laws, and treaties. The Content includes proprietary databases (the "Database") of real estate information, which, by way of example, include information, text, photographic and other images and data contained therein (collectively, the "Information") and the proprietary organization and structures for categorizing, sorting, and displaying such Information, and the related software ("Software"). The Site, Content, Database, Information, Software, and any portion of the foregoing, including any derivatives, successors, updates, or modifications provided thereto and any information derived from the use of the Database, are collectively referred to as the "Product." Those portions of the Product that may be accessed by the general public without logging in are referred to as the "Non-Passcode Protected Product" (Public Search). Members and subscribers who log in to a password-protected account access the "Passcode Protected Product," which is governed by the separate Member Terms of Use, including account security, login confidentiality, and permitted use of licensed data. By providing your email address, you grant the MLS permission to use it for the purpose of communication. We will try to honor requests to opt out of marketing messages, but we have no liability if you nonetheless receive such messages. CONTENT Content submitted to this Site is the sole responsibility of the person from whom it originated. We are not responsible for content on this Site and cannot ensure that it is entirely accurate, but we reserve the right to approve, delete, or refuse any content available through the Site. We will do our best to ensure accurate information, but you understand that content may be inaccurate or may not be to your liking. If you provide content, you retain any rights you have in that content, but you remain solely responsible for it. By providing content, you grant us and our affiliates a worldwide right and license to use it, including incorporating it into other works in the future that may not be known to us now. You agree that you have the necessary rights to any content you provide for posting on our Site. We may remove content we believe violates this Agreement, or ask you for proof of ownership. We have sole authority over the manner in which content and property listings are searched and displayed on this Site. Members who submit property listings agree to additional representations and requirements set out in the Member Terms of Use, including as to listing accuracy and authorization to list. We have no obligation to maintain copies of data posted on the Site; it is your responsibility to maintain back-up copies of your data. INFORMATION USE You agree that all information obtained from this Site is proprietary to the MLS. Information in the passcode-protected area is confidential and protected as a trade secret of the MLS. Before acting on any information provided on this Site, consult an appropriate professional, as no content here constitutes advice. You also agree not to attempt to reverse-engineer our software or use our services in an unlawful manner. Violating these terms may result in legal action, including referral for criminal prosecution where warranted. PROHIBITED USES You shall not, without our express written permission, (a) distribute, disclose, copy, reproduce, display, publish, transmit, provide access to, use, or sell, directly or indirectly, any portion of the Product, or (b) modify or create derivative works of any portion of the Product. Notwithstanding anything to the contrary herein, you shall not: Additional restrictions apply to use of the Passcode-Protected Product and are set out in the Member Terms of Use. Third-party features or functionalities may be accessible from this Site. We are independent of all third parties and of the Internet as a whole. Your interactions with individuals found on this Site are your sole responsibility, including any resulting exposure to viruses. You agree that we are not liable for any loss or damage arising from third-party dealings. You may link to this Site from another site, but agree to remove that link immediately at our request. We are not affiliated with any site that links to us. MEMBERSHIP AND ADVERTISING SUBSCRIPTIONS Membership dues, data-license fees, and advertising-subscription charges apply only to Members and other paying MLS Clients, and are governed by the Member Terms of Use, not by these general Terms of Use. THIRD PARTY CONTENT, SITES, AND SERVICES The MLS Site and Content available through the Service may link you to third-party content that is completely independent of the MLS, including websites, directories, servers, networks, systems, databases, applications, software, and services. Your interactions with organizations or individuals found through the Service - including payment, delivery, and any other terms associated with such dealings - are solely between you and them. Make whatever investigation you feel necessary before proceeding with any transaction with a third party. You agree that the MLS is not responsible or liable for any loss or damage from such dealings. If a dispute arises between users, or between a user and a third party, the MLS is under no obligation to become involved. When you click a link that leaves the MLS Site, the destination is not controlled by the MLS, and different terms of use and privacy practices may apply. The MLS disclaims all liability for viruses, worms, Trojan horses, defects, or other malfunctions arising from such third-party sites or links. TERMINATION The MLS reserves the right to restrict or terminate any visitor's access to the Site or Service at any time, without notice, for any reason, including a violation of these Terms of Use. We have no obligation to maintain or forward any content associated with a terminated session or account. You agree not to attempt to use the Service after your access has been terminated. If you cause a technical disruption of this Site or Product, you agree to be responsible for all liabilities, costs, and expenses arising from or related to that disruption. Membership and subscriber account termination, including License Agreement term and renewal, is governed by the Member Terms of Use. Any unauthorized use of MLS computer systems violates these Terms and may violate federal and state law. OWNERSHIP AND LICENSE GRANT The MLS retains all rights (including Intellectual Property Rights, as defined below), title, and interest in the MLS website, database, MLS technology, and all underlying technology and data, including any enhancements or improvements made in providing the Deliverables. You will not, and will not allow others to, reverse-engineer, decompile, disassemble, merge, copy, use, disclose, sell, or transfer the underlying source code, structure, or sequence of the MLS's technology, or delete or alter author attributions or copyright notices. "Intellectual Property Rights" means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation (a) rights associated with works of authorship, including copyrights, moral rights, and copyright applications and registrations; (b) rights associated with trademarks, service marks, trade names, logos, and trade dress, and related applications and registrations; (c) rights relating to trade secrets and confidential information; (d) analogous rights and any other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing, now existing or later filed, issued, or acquired. WARRANTY DISCLAIMERS ALTHOUGH THE MLS MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT, THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." THE MLS AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND THIRD-PARTY SUPPLIERS (COLLECTIVELY, THE "MLS PARTIES") DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY OR PARTICULAR PURPOSES, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT, AND NO ENCUMBRANCES OR LIENS; (2) THE QUALITY, ACCURACY, TIMELINESS, OR COMPLETENESS OF THE PRODUCT; (3) MATTERS ARISING THROUGH COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE; (4) THE PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION, OR PROMISE BY ANY PARTY; AND (5) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ANY RELIANCE ON THE PRODUCT IS AT YOUR OWN RISK, AND THE MLS PARTIES MAKE NO WARRANTIES. THE MLS RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PRODUCT, OR ANY FEATURE OR PART THEREOF, AT ANY TIME. IF YOU DOWNLOAD ANY CONTENT FROM THIS PRODUCT, YOU DO SO AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THESE TERMS OF USE OR ANY LICENSE AGREEMENT. THE LISTINGS, SERVICE, RECENT SALES INFORMATION, AND MLS MARKET REPORTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE MLS MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE LISTINGS, SERVICE, RECENT SALES INFORMATION, OR MARKET REPORTS, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY DESCRIPTION, OR THE EXISTENCE OF ANY DEFECTS, AND THE MLS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES RELATING TO ENCUMBRANCES OR LIENS. THE MLS MAKES NO PROMISES THAT ACCESS TO ITS SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM THE MLS'S WEBSITE IS ACCESSED AT THE CUSTOMER'S OWN DISCRETION AND RISK. NO ORAL OR WRITTEN ADVICE FROM THE MLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, SOME EXCLUSIONS ABOVE MAY NOT APPLY TO YOU. YOU AGREE THAT USE OF THE MLS SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE MLS SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING AS TO SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE MLS SITE AND SERVICE; AS TO OTHER GOODS OR SERVICES RECEIVED THROUGH OR ADVERTISED ON THE MLS SITE OR ACCESSED THROUGH ANY LINK ON THE MLS SITE; AND AS TO VIRUSES OR OTHER HARMFUL COMPONENTS. Some jurisdictions do not allow the disclaimer of implied warranties; in such jurisdictions, some disclaimers above may not apply to you. LIMITATION OF LIABILITY AND INDEMNIFICATION YOU ACKNOWLEDGE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MLS PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST, OR DAMAGE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS, OR DELAYS IN THE PRODUCT, OR ANY INACCURACIES, ERRORS, OR OMISSIONS IN ITS INFORMATION, REGARDLESS OF HOW THEY ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT. IF YOU HAVE NOT PAID ANY FEES TO THE MLS TO ACCESS THE PRODUCT, NONE OF THE MLS PARTIES SHALL BE LIABLE FOR ANY DIRECT DAMAGES ARISING FROM THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE EITHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THESE LIMITATIONS INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOST PROFITS, LOST DATA, AND UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS AND DATA. BECAUSE MOST VISITORS DO NOT PAY ANY FEE TO USE THIS SITE, THE MLS PARTIES' TOTAL AGGREGATE LIABILITY TO A NON-PAYING VISITOR FOR ANY CLAIM ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE PRODUCT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OR FORM OF ACTION. IF YOU ARE A MEMBER OR OTHER MLS CLIENT WHO HAS PAID FEES TO THE MLS, THE LIABILITY CAP SET OUT IN THE MEMBER TERMS OF USE (BASED ON LICENSE FEES PAID) APPLIES INSTEAD. RECOVERY OF THE APPLICABLE AMOUNT IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU OR ANY OTHER PARTY. UNDER NO CIRCUMSTANCES WILL ANY MLS PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE EITHER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION SURVIVES EVEN IF THE EXCLUSIVE REMEDY ABOVE FAILS OF ITS ESSENTIAL PURPOSE. NO MLS PARTY IS LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CAUSES BEYOND THE MLS'S CONTROL, INCLUDING INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, WAR, FIRE, OR FAILURE OF ANY TECHNOLOGY, TELECOMMUNICATIONS, OR OTHER MEANS OF STORING OR TRANSMITTING THE PRODUCT. THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF WE HAVE BEEN NEGLIGENT. NO ACTION ARISING OUT OF THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE. Customer's exclusive remedy and the MLS's entire liability under this Agreement shall be a refund of the fees Customer paid to the MLS hereunder, and in no event will the MLS's liability exceed that amount. Customer shall indemnify the MLS and its officers, directors, employees, and agents, and hold them harmless from all costs, damages, or losses (including reasonable attorneys' fees) resulting from a claim by any person other than Customer arising from Customer's use of the Services or Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages, so some of the exclusions above may not apply to you. YOUR LIABILITY If you cause a technical disruption of the Product, you agree to be responsible for all resulting liabilities, costs, and expenses, including reasonable attorneys' fees and costs of enforcement. Upon your breach of any term of these Terms of Use or a separate License Agreement, the MLS's remedies include any damages and relief available at law or in equity, as well as suspension or termination of your access to the Product and permanent deletion or destruction of all portions of the Product within your possession, custody, or control. If the MLS retains a third party to obtain any remedy under these Terms of Use, the MLS may recover all resulting costs, including attorneys' fees or collection-agency commissions. INDEMNITY You agree to indemnify, defend, and hold harmless the MLS Parties from any third-party action, suit, claim, or demand, and any associated losses, expenses, damages, costs, and liabilities (including reasonable attorneys' fees), arising out of or relating to your Submitted Content, your use or misuse of the Product, or your violation of these Terms of Use or a separate License Agreement. You will cooperate as reasonably required in defending any such claim. The MLS and any third party involved in creating, producing, or delivering the Product may assume the exclusive defense and control of any indemnified matter, at your expense, and you may not settle any such matter without the MLS's written consent. PRIVACY AND INFORMATION DISCLOSURE The MLS has established a Privacy Policy explaining how personal information is collected, used, protected, and disclosed, including the privacy rights available to you and how to exercise them. The current Privacy Policy is available on our website. Your use of the MLS website or the Service signifies your acknowledgment of, and agreement to, the Privacy Policy. CONDUCT You agree not to post, email, or otherwise make available Content that: For complete legal terms - including Warranty Disclaimers, Limitation of Liability, and provisions specific to Listing Agents and Members - see the Member Terms of Use, which also governs your use of the passcode-protected Product. See the Privacy Policy to understand how your information is collected, used, and protected. MAPS AND DIRECTIONS DISCLAIMERMAPS AND DIRECTIONS ARE INFORMATIONAL ONLY. NO REPRESENTATION IS MADE OR WARRANTY GIVEN AS TO THEIR CONTENT, ROAD CONDITIONS, ROUTE USABILITY, OR EXPEDITIOUSNESS. YOU ASSUME ALL RISK OF USE. THE MLS AND ITS SUPPLIERS ASSUME NO RESPONSIBILITY FOR ANY LOSS OR DELAY RESULTING FROM SUCH USE. POSTING AGENTS A "Posting Agent" is a third-party agent, service, or intermediary that offers to post Content to the Service on behalf of others. To moderate demands on the MLS's resources, you may not use a Posting Agent to post Content without the MLS's express permission or license. Correspondingly, Posting Agents may not post Content on behalf of others, or otherwise access the Service to facilitate posting on behalf of others, without the MLS's express permission or license. COOKIES Some areas of this Product use and require that your computer accept "cookies" - small text files stored on your computer to keep track of settings or data for a particular website. Cookies make it possible and easier for you to access and use certain areas of this Product. If you have disabled cookies, or run software that intercepts or deletes them, you may not be able to visit certain areas of the Product. See the Privacy Policy for more information about cookies and how to manage them. TRADEMARKS The Product employs various trademarks and service marks of the MLS and of other third parties. All such marks are the property of their respective owners. You agree not to use or display them without the prior written permission of the applicable owner. COPYRIGHT COMPLAINTS If you believe your work has been copied onto the MLS in a way that constitutes copyright infringement, please provide the MLS's copyright agent the following in writing: Email: [email protected]. We may forward any notice of alleged infringement to the person who provided the allegedly infringing content. EXPORT RESTRICTIONS Those who access the Product or Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not export or re-export any portion of the Product except in full compliance with U.S. laws and regulations, these Terms of Use, and, if applicable, your License Agreement. No portion of the Product may be exported or re-exported into any country embargoed by the United States, or to anyone on the U.S. Treasury Department's Specially Designated Nationals list or the U.S. Commerce Department's Table of Denial Orders. GOVERNING LAW AND JURISDICTION The MLS is headquartered in the State of Florida. These Terms of Use and your use of this Product are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The federal and state courts located in Florida have exclusive jurisdiction over any action brought against the MLS in connection with these Terms of Use or use of the Product. You irrevocably consent to the jurisdiction of the federal and state courts located in Florida, and to the jurisdiction of the federal and state courts located in any state where you reside, for any action brought against you in connection with these Terms of Use or use of the Product. WAIVER AND SEVERABILITY The MLS's failure to exercise or enforce a legal right or remedy does not constitute a waiver of that right or remedy. No waiver of any right, term, or provision is deemed a waiver of any other right, term, or provision. If a court of competent jurisdiction finds any provision invalid, the remaining terms and provisions remain in full force and effect. MISCELLANEOUS These Terms of Use contain the entire understanding of the parties with respect to the Product and supersede any prior oral or written statements on the subject, except that they do not supersede any written License Agreement between the parties. Your obligations are binding on your successors, legal representatives, and assigns. You may not assign or transfer these Terms of Use, in whole or in part, without the MLS's prior written consent. If any non-fundamental portion of these Terms of Use is held invalid, illegal, or unenforceable, it will be severed without affecting the remaining provisions, and will be deemed replaced with an enforceable provision retaining the original intent. These Terms of Use apply to your use of the Product and not to any other MLS activity, including its research activities. Headings are for reference only. ENTIRE AGREEMENT These Terms of Use constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, on this subject matter. WEB DESIGN This website contains material owned by or licensed to us, including its design, layout, look, appearance, and graphics. Reproduction is prohibited except in accordance with the copyright notice forming part of these Terms of Use. Images may not be downloaded or used without our prior consent; contact us if you wish to use an image. SMS TEXT MESSAGING If you begin a membership application or register for an account, the MLS may send you text messages, including two-factor authentication codes and application-related reminders, in accordance with the Privacy Policy. See the Privacy Policy for full details, including message frequency, opt-out instructions, and data handling. ------------------------------------ Information Required
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