REALNEX, LLC Terms and Conditions

These are the terms and conditions (the “Terms”) under which RealNex, LLC, its subsidiaries and affiliates (collectively, “RealNex”) agree to grant Customer access to and use of RealNex online software service offerings, RealNex website (“Site”), RealNex software (“Software”), RealNex application (“Application”) and to provide Customer Professional Services (collectively, the " Services "), including any other Services that RealNex may own or operate in the future. BY USING THE REALNEX SERVICES, CUSTOMER IS DEEMED TO HAVE AGREED TO THESE TERMS. IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT PROCEED ANY FURTHER AND DO NOT USE THESE SERVICES. RealNex may update these Terms at any time without notice. The latest version of the Terms and any Privacy Policy is available on RealNex Site at  https://www.realnex.com/terms  and at  https://www.realnex.com/privacy  , respectively. Customer should check these Terms periodically for changes. Customer acknowledges and agrees that by using RealNex Services after RealNex posts any changes to these Terms that Customer is deemed to have accepted those changes, whether or not Customer has reviewed them.

Any individual who executes a Sales Order or uses RealNex’s Services on behalf of an entity, represents and warrants to RealNex that such individual has the legal authority to bind the Customer to these Terms. The Terms, the Sales Order(s) and any addendums thereto shall be collectively hereafter referred to as the “Agreement.” The “Effective Date” of the Agreement shall be the date Customer signed the initial Sales Order form.

1.   Use of the Services

a.  Customer’s Account . On or immediately following the Effective Date, RealNex will enable an account that is personal to Customer for provision of the Services (“Account”). Each authorized licensed user of the Account (“Licensee”) shall be assigned a username and a password to access the Services or to download a licensed key to use any non-hosted RealNex Software or Application. Customer is solely responsible for maintaining the status of its Licensee base, which in no event shall exceed the number of licenses as set forth in the applicable Sales Order. Customer is responsible for all activities that occur under the Account and, except to the extent caused by RealNex’s breach of these Terms, RealNex is not responsible for unauthorized access of the Account. Customer will contact RealNex immediately if Customer believes an unauthorized third party may be using the Account or if Account information is lost or stolen. Customer’s failure to commence or complete configuration or set up of the Services does not release Customer from any of Customer’s obligations under these Terms.

b.  RealNex’s Responsibilities . During the Subscription Term, RealNex will (i) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime for scheduled maintenance, (b) any unavailability caused by circumstances beyond RealNex’s reasonable control, including internet service provider failures or delays and provide basic support for the Services to Customer at no additional charge during RealNex’s normal business hours (7:00 a.m. to 7:00 p.m. Central Time).

c.  Customer’s Responsibilities . Except to the extent of any RealNex’s Professional Services for which Customer has expressly subscribed, Customer is responsible for (a) the accuracy and completeness of Customer’s configuration and set up of the Services, (b) ensuring that the Services are compatible with Customer’s business systems requirements; (c) the accuracy, quality and integrity of the data that Customer inputs into the RealNex Services and (d) the maintenance and use of Customer’s hardware, network, internet connectivity and software. Customer will comply with the Privacy Policy below and with applicable laws. Customer will ensure that all Licensees comply with all of Customer’s obligations under these Terms, and Customer is responsible for their acts and omissions relating to these Terms.

2.  Grant of Proprietary Rights and Permitted Use

a.  Proprietary Software and License . The Customer agrees that the Services use proprietary Software and Application owned by RealNex, and that the Customer is being granted an individual, non-assignable, non-exclusive, non-transferable license to use the RealNex Software, Application and RealNex content (“ Content ”) during the Subscription Term, subject to the Terms. RealNex Content means the RealNex intellectual property, the data, ratings, photographs, pictures, floor plans, documentation, notes, or other content placed in the RealNex Site or Application by RealNex. The Customer further agrees that the Customer, including any of its employees and agents, are expressly prohibited, directly or indirectly, from (i) attempting to decipher, decompile, disassemble or reverse engineer the Software; discover the source code, underlying algorithms, Software design, user interface or Services of the Software; (ii) reproduce, modify, or prepare derivative works of any of the Software or Documentation; (iii) distribute or display any of the Software or Documentation other than to the Licensees; (iv) share, sell, rent or lease or otherwise distribute or share access to the Services, or use the Services to operate any timesharing, service bureau or similar business; (v) create any security interest in the Services; (vi) alter, destroy or otherwise remove any proprietary notices or labels on or embedded within the Software or Documentation. The Customer also agrees that RealNex retains exclusive ownership of the Software and Documentation, including portions or copies, and that all rights not expressly granted to Customer under this Agreement are reserved by RealNex. Documentation is defined as Software or Application user guides, training manuals and other similar software documentation, as updated by RealNex from time to time, which RealNex provides to Customer.

b.  RealNex Content and Site.  Customer agrees to treat all information obtained from the Services, including any and all data collected through the Services and the Content located on the Site (specifically excluding Third Party Content as defined below) which includes but is not limited to, property information, listings, historical transaction information, rating information and data about buildings and/or properties, photographs or other information uploaded into the Services by and any information otherwise made available to Customer in the Services as proprietary to RealNex. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of RealNex. RealNex does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. The RealNex Services and Content offered by RealNex to Customer are provided solely for general information, and do not constitute real estate, legal, tax, accounting, or other professional advice. Before acting on any information provided by RealNex, Customer should consult an appropriate professional. Customer further agrees that the Contents of the RealNex Services are protected by national and international copyright and trademark laws, and are the property of RealNex and any other owners. Customer may not change or delete any author credit, trademark, legend, proprietary or copyright notice. Customer must follow and observe all additional copyright notices or other restrictions contained in any parts of the RealNex Services. Customer may not modify, copy, publish, display, transmit, reverse-engineer, adapt or in any way exploit the Content of the Site, except as necessary to perform the function on the Site, unless Customer requests and receives prior written permission from RealNex or other owners. To request RealNex’s permission, Customer shall use the “Contact Us” form on the Site.

Customer shall limit access to and use of the RealNex Services and Content to personal and internal use, and shall not use any information obtained from the Services for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way unless authorized by RealNex. Customer shall not use the RealNex Services as part of any effort to compete with RealNex, including without limitation using the RealNex Services to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential RealNex customer.

c.  Third-Party Content . Notwithstanding any of the foregoing statements, RealNex does not claim ownership of building or property floor plans or documentation; photographs of buildings or properties provided to or uploaded by Customer or Customer’s clients; information acquired from buildings, properties, or entities other than RealNex, Customer or Customer’s clients; or any other content uploaded to the RealNex Services that was owned by an individual or entity other than Customer, Customer’s clients or RealNex prior to being uploaded to the RealNex Services (“Third Party Content”). Third Party Content shall remain the sole property of its owner. Customer acknowledges and agrees that RealNex assumes no liability with respect to Third Party Content. RealNex may, at its option, remove any Third Party Content from the RealNex Services.

d.   Other Rights of RealNex.  Customer agrees that RealNex shall have the right to use Content and other information submitted to it for any purpose, including, without limitation, publication of all or part of such Content on the Internet for unrestricted use by RealNex, its customers and partners, or among various RealNex solutions. RealNex shall have sole authority to choose the manner in which any Content will be received, displayed, integrated and used, and reserves the right to remove all or any part of the Content or refuse Services to anyone at any time in its sole discretion. RealNex shall have no obligation to (i) resolve disputes among users of the Services; or (ii) monitor or verify the accuracy or proper use of the Services and Content.

e.   Single User Only .The Customer shall be limited to the single user identified at the time of registration for each license acquired as set forth in the Sales Order, and that Licensee only shall have the right to use the Services during the Subscription Term. Each individual Licensee shall use the RealNex Services solely for his/her own individual use and shall not share passwords with others or allow others to use the RealNex Services under or through that Licensee's login ID/email and password; nor shall Licensee use the RealNex Services to list or manage properties or conduct searches on behalf of other non-customer brokerage, research, analyst, sales or other similar personnel.

f.   Reservation of Rights .RealNex reserves the right, in its sole discretion to modify, discontinue, add, adapt, or otherwise change any design or specification of the RealNex Services or any policies, procedures, and requirements specified in or related hereto. Customer acknowledges and agrees that it does not acquire any ownership in the RealNex Services, Documentation, RealNex Content or any materials provided by RealNex in connection with the RealNex Services.

g.   Privacy Policy .Customer is responsible for continual compliance with RealNex Privacy Policy as posted on the RealNex website at https://www.realnex.com/privacy  which incorporated herein by reference.

h.   Use of Third Party Content . Customer assumes full responsibility for the Third Party Content provided, stored or transmitted by means of the RealNex Services, and the use of such Third Party Content, including the results obtained from such use. Third Party Content means any building floor plans or documentation, photographs of buildings or properties not owned either by RealNex, Customer or Customer’s user of the RealNex Services that Customer or Customer’s users upload to the RealNex website directly or through an application.

3.   Prohibited Uses .

Customer may use the RealNex Services only for lawful purposes and in accordance with the Terms. Customer agrees not to use the RealNex Services in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). Additionally, Customer agrees not to: (a) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, or (b) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the RealNex Services, the server on which the RealNex Services reside, or any server, computer, tablet, smart phone, or database connected to the RealNex Services.

4.  Pricing and Payment

Customer agrees to pay for all Services ordered through the RealNex Site or via the RealNex sales team using the payment method indicated, and provides RealNex express authorization to charge said fees to the Customer's payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of RealNex Services ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Services. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, RealNex may immediately cease to provide any and all Services to the Customer. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Services. At RealNex's option, Customer shall pay such taxes or fees directly or pay to RealNex any such taxes or fees immediately upon invoicing by RealNex. RealNex is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of Customer state. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. Discounts received via a product bundle are subject to removal when product(s) in bundle are canceled. No partial term refunds will be provided.

Monthly subscriptions will automatically renew using the Customer's current credit card account number unless Customer or RealNex cancels their subscription five (5) business days prior to the renewal date. All other subscriptions, including quarterly and annual commitment subscriptions, will automatically renew for additional terms equaling the original term unless Customer or RealNex provides thirty (30) days' advance written notice of non-renewal. Quarterly and annual commitment subscriptions may be canceled as of the end of term only; no mid-term cancellations will be permitted. All cancellation and non-renewal requests by Customer will be processed within five (5) business days. Following the Initial Term as set forth in the applicable Sales Order, RealNex will notify Customer of any increase prior to its becoming effective; notice may be in the form of an invoice. If Customer objects to the increase, then Customer may terminate its subscription to the affected Services for convenience by providing notice to RealNex at any time within 30 days of receipt of the increase notice; any such termination will be effective on the later to occur of the expiration of the 30-day period or the then current Subscription Term. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or additional Service or Professional Service that Customer orders; and (ii) expiration of any discount or incentive programs to which Customer was previously entitled. Once Customer’s fees are equal to RealNex’s standard Service pricing, the fees for the Services will not increase over the immediately preceding Service Subscription Term’s fees by more than the greater of: (i) the increase in the Consumer Price Index (as defined below) during the immediately preceding 12-month period; or (ii) 5%. As used herein, “Consumer Price Index” means the “Consumer Price Index for All Items for All Urban Consumers (CPI-U): U.S. City Average (1982-1984=100)” or any successor index, as published monthly by the Bureau of Labor Statistics of the United States Department of Labor. For clarification, if Customer upgrades or adds a new Service or Professional Service at any time during the Subscription Term, the additional amounts due to RealNex for such upgrade or additional Service will not be deemed a fee increase. It is the Customer's responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). RealNex does not validate all credit card information required by the Customer's payment provider to secure payment. The Customer must notify RealNex about any billing problems or discrepancies within 90 days after charges first appear on their account statement. If it is not brought to RealNex's attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.

7.   Term and Termination .  

a.   Initial Term . The initial period of these Terms (the “Initial Term”) begins on the Effective Date of this Agreement or use of the RealNex Services, whichever happens first, and ends after 12 calendar months, unless Customer’s subscription plan specifies otherwise in the Sales Order.

b. Automatic Renewal . Upon expiration of the Initial Term, Customer’s subscription to the Services will automatically renew for successive 12 calendar month periods (each a “Renewal Term”), unless sooner terminated in accordance with this Section. The Initial Term and each Renewal Term are individually referred to in these Terms as the “Subscription Term.” Customer may not reduce Customer’s commitment under the RealNex Services subscription plan during the Subscription Term. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Services Customer actually uses is less than the volume Customer ordered, and Customer may not carry over any of the unused volume to Customer’s next Subscription Term. If Customer wishes to reduce the volume of a Services subscription plan, then Customer must notify RealNex at least 30 days before the start of each Renewal Term for the applicable Services; the reduction will be effective at the start of the Renewal Term.

c.  Termination for Convenience . Either party may terminate these Terms or Customer’s subscription to any Service effective upon expiration of the then current Subscription Term by providing the other party prior written notice of termination of at least the following length: if Customer is the terminating party, at least 30 days; and if RealNex is the terminating party, at least 90 days.

d.  Termination for Cause . Either party may immediately terminate these Terms or any affected Services by notice to the other: (i) if the other party materially breaches any of its obligations under these Terms and, if the breach is capable of cure and except for a breach of Customer’s payment obligation, fails to cure the breach within 30 days of receipt of notice of breach; (ii) upon the party ceasing to operate in the ordinary course, making an assignment for benefit of creditors or similar disposition of its assets, or becoming the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. Without limiting the foregoing, Customer materially breaches the Agreement by failing to pay any fees and expenses within 15 days of their due date. RealNex may immediately terminate these Terms by notice to Customer if: (i) Customer is unable to resolve any issue leading to suspension of Customer’s Services to RealNex’s reasonable satisfaction within 30 days after notice of suspension; (ii) RealNex determines that Customer or any Licensee has violated these Terms, the Privacy Policy or the Acceptable Use Policy and the violation represents: (a) a threat to the security, integrity, or availability of the Services, any Customer data, any RealNex Intellectual Property or any data or Services owned by third parties, (b) a violation of applicable law; or (c) RealNex must do so in order to comply with the law or requests of governmental entities. Upon termination, RealNex shall have no obligation to maintain or forward any content in Customer account. Termination of this Agreement by RealNex shall not constitute RealNex’s exclusive remedy for breach or non-performance by the Customer and RealNex shall be entitled to seek all other available remedies, both legal and equitable, including injunctive relief.

e.   Post-Termination Obligations . Upon termination of the applicable Sales Order and/or the Terms for any reason, RealNex will immediately terminate Customer’s access to the RealNex Services and Customer will return all Documentation and RealNex Confidential Information related to the RealNex Services, keeping no copies. If Customer terminates the Agreement for convenience, Customer agrees that it will immediately remit to RealNex, through the effective date of such termination, all fees and other amounts due to RealNex under the applicable Sales Order or any other obligations Customer has incurred through the actual date of termination. If Customer terminates these Terms or any Service due to Termination for Cause, then RealNex will refund Customer a pro rata amount of any prepaid Service subscription fees (excluding, for clarification, any set up, activation, implementation time and materials or other fees) applicable to the unutilized portion of the Subscription Term of the terminated Services.

8.   Warranties .

a. RealNex warrants to Customer that: (a) the Services, as provided by RealNex to Customer, will perform in all material respects in accordance with its applicable, then current Documentation; (b) RealNex will use commercially reasonable efforts, using then current versions of commercially available antivirus software, to ensure that the Services as provided by RealNex to Customer under these Terms contains no computer virus, Trojan horse, worm, or other similar malicious code, and (c) RealNex will perform the RealNex Professional Services in a professional manner. RealNex does not warrant that the Services is free from all bugs, errors, or omissions.

b. If RealNex fails to conform to any of the foregoing warranties and if RealNex does not render the Services or Professional Services conforming within 30 days of Customer’s notifying RealNex of the nonconformance then, as Customer’s sole and exclusive remedy for any nonconformance, Customer may terminate these Terms upon immediate notice to RealNex, and RealNex will refund Customer a pro rata amount of (i) any prepaid Service subscription fees (excluding, for clarification, any set up, activation, implementation, time and materials or other fees) applicable to the unutilized portion of the Subscription Term of the terminated Services, and (ii) any fees paid for the nonconforming RealNex Professional Services.

c. The warranties in this Section will automatically abate to the extent that the RealNex Services or RealNex Professional Services have been modified by persons other than RealNex’s employees or authorized representatives, or other than at RealNex’s express written direction. The warranties in these Terms are for Customer’s sole benefit, and may not be extended to any other person or entity.

d.   Customer’s Warranties . Customer represents and warrants to RealNex that: (i) the information Customer provides in connection with registration for the Services and any Renewal Term, including billing information, is current, accurate and complete; (ii) Customer has not provided any false information to gain access to or use of any RealNex intellectual property; (iii) Customer is not otherwise a person to whom RealNex is legally prohibited to provide the Services; (iv) Customer does not conduct business for any unlawful purpose; and (v) Customer has the legal authority to enter into and perform under these Terms.

e.   Disclaimer of Implied Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (i) THE REALNEX SOFTWARE, SERVICES, REALNEX PROFESSIONAL SERVICES AND ALL INTELLECTUAL PROPERTY AND OTHER INFORMATION PROVIDED BY REALNEX UNDER OR IN CONNECTION WITH THESE TERMS ARE PROVIDED “AS IS”; AND (ii) THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY SOFTWARE, PRODUCTS OR SERVICES PROVIDED UNDER OR IN CONNECTION WITH THESE TERMS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT, OR IMPLIED WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR OF TITLE.

NEITHER REALNEX LLC NOR ANY OF ITS RESPECTIVE LICENSORS OR SUPPLIERS WARRANT THAT ANY FUNCTIONS CONTAINED IN SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT REALNEX LLC OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER REALNEX LLC NOR ANY OF ITS RESPECTIVE LICENSORS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ASSUME THE ENTIRE COST ASSOCIATED WITH CUSTOMER USE OF THIS SITE.

APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER.

f.   Limitation of Liability .IF FOR ANY REASON CUSTOMER IS NOT SATISFIED WITH THE SERVICES OR THE CONTENT, CUSTOMER SOLE REMEDY IS TO CEASE USING THE SERVICES OR THE CONTENT. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, WILL REALNEX LLC OR ANY OF ITS RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHETHER DIRECT, SPECIAL OR CONSEQUENTIAL, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS ON THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REALNEX LLC OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO REALNEX UNDER THESE TERMS IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH A CLAIM, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN CONTRACT, MISREPRESENTATION, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE. THE FOREGOING DOES NOT APPLY TO EACH PARTY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS, TO CUSTOMER’S OBLIGATIONS TO PAY FEES AND EXPENSES WHEN DUE AND PAYABLE, NOR TO ANY INFRINGEMENT OR MISAPPROPRIATION BY CUSTOMER OF ANY OF REALNEX’S INTELLECTUAL PROPERTY RIGHTS

8.   Indemnification .
a.   Indemnification by RealNex . RealNex will defend Customer from and against claims by any third party that the RealNex Services, as furnished by RealNex under these Terms, directly infringes an issued patent or other intellectual property right of such third party under the laws of a country in which the RealNex Services is actually provided to Customer (collectively, an “Infringement”). Further, RealNex will indemnify Customer from and against all damages finally awarded against Customer or agreed to be paid by Customer in a written settlement approved in writing by RealNex, that result from the Infringement. If RealNex believes that the RealNex Services may be subject to any claim of Infringement, then RealNex may, and if Customer’s use of the RealNex Services is held to infringe and its use is enjoined, then RealNex will, at RealNex’s own expense, procure for Customer the right to continue using the RealNex Services, or replace same with non-infringing Services, or modify the RealNex Services so that it becomes non-infringing. If none of the foregoing is available on terms that are commercially reasonable for RealNex, then RealNex may terminate Customer’s rights to access and use the Services that require the infringing RealNex Services, in which case RealNex will refund Customer a pro rata amount of any prepaid Service subscription fees (excluding, for clarification, any activation and implementation fees) applicable to the unutilized portion of the Subscription Term of the terminated Services. RealNex has no obligation with respect to any actual or claimed Infringement if the Infringement is caused by Customer Data, use of the RealNex Services other than as specified in the Documentation or these Terms, or combination of the RealNex Services with any products, software, services, data or other materials not provided by RealNex.

b.   Indemnification by Customer . Customer will defend and indemnify RealNex from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party claim or investigation to the extent based on Customer Data, or Customer’s failure to comply with applicable law. Customer will indemnify and hold RealNex harmless from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any noncompliance with the permitted use for which Customer and Licensees are responsible.

c.   Process . The obligations of a party (“Indemnitor”) to defend or indemnify the other (“Indemnitee”) under this Section 8 are subject to the following: (a) the Indemnitee promptly informs the Indemnitor in writing of any claim within the scope of the Indemnitor’s defense or indemnity obligations set forth in these Terms; (b) if required to defend, the Indemnitor is given exclusive control of the defense of such claim and all negotiations relating to the settlement thereof (except that the Indemnitor may not settle any such claim unless the settlement unconditionally releases the Indemnitee of all liability and the Indemnitee may participate in the defense of the claim at its sole cost and expense); and (c) the Indemnitee reasonably assists the Indemnitor in all necessary respects in connection with the defense of the claim at the Indemnitor’s expense.
9.   Miscellaneous

a.   Links to Third-Party RealNex Sites.  RealNex is not responsible for the availability of any other site to which this Site links. RealNex does not endorse or take responsibility for the content, advertising, products or other materials made available through any other site. Under no circumstances will RealNex be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused to Customer in connection with Customer use of, or reliance on, any content, goods or services available on any other site. Customer should direct any concerns to that site's administrator or webmaster.

b.   Advertisements . The RealNex Services may display advertisements and promotions. The manner, mode and extent of advertising on the RealNex Services are subject to change without specific notice to Customer. Customer acknowledges and agrees that in consideration of RealNex granting Customer use of the RealNex Services that RealNex may place such advertising on the RealNex Services.

c.   Age . The RealNex Services are intended for use by people age eighteen (18) or older. By using the RealNex Services, Customer represents that Customer is over the age of eighteen (18).

d.   Passwords . Customer is required to maintain the confidentiality of all logins and passwords. Customer is responsible for the activities that occur under Customer account, login or password. RealNex is not responsible for any loss or damage arising from Customer failure to maintain the confidentiality of Customer account, login information or password and/or failure to comply with the Terms as set forth herein. Customer agrees to notify RealNex as soon as Customer discovers any unauthorized use of Customer password.

e.   Indemnity . Customer agrees to defend, indemnify, and hold harmless RealNex, its representatives, officers, directors, and employees from all liabilities, claims, costs, and expenses, including attorneys' fees, that arise from Customer use of Third Party Content, the RealNex Services, Customer posting, downloading or transmission of communications or material on the RealNex Services, or from Customer violation of applicable law.

f.   Governing Law.  The laws of the State of Texas shall govern this Agreement, without reference to its conflicts of laws. The parties consent to personal jurisdiction to the courts of Harris County, Texas. This Agreement (including the Privacy Policy and Terms) is binding and constitutes the entire Agreement between the parties and supersedes all previous negotiations, agreements and commitments; it shall only be amended in writing signed by both parties. If any provision of this Agreement is judged to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the remainder shall not be affected. All notices shall be delivered by email via PDF, hand or certified mail to the addresses stated above or as requested by the parties, they shall be deemed received three (3) days after delivery. This Agreement shall only be assigned by Customer with the written consent of RealNex. RealNex’s failure to enforce any provision of this Agreement shall not be deemed a waiver of the provision or any right under the Agreement. The parties are and shall be independent contractors.

g.   Injunctive Relief . In the event Customer breaches or threatens breach of these terms of use, Customer acknowledges and agrees that RealNex will be greatly and irreparably damaged and the damage will be difficult to quantify. Therefore, RealNex may apply to any court of competent jurisdiction accepting jurisdiction under this specific provision, who, regardless of the Governing Law provision, will apply the laws of its own jurisdiction in determining whether RealNex will be granted an injunctive or other equitable relief to stop Customer breach or Customer threat of breach, without impairing, invalidating, negating or voiding RealNex’s rights to relief in either law or equity.

h.   Additional Terms.  Customer acknowledges and agrees that in addition to these Terms that the Apple, Inc. “Licensed Application End User License Agreement,” that is contained in the iTunes Store Terms and Conditions shall apply to Customer use of the Application. Except with respect to the “Age” and “Governing Law” sections of these Terms, in the event of a conflict, the terms of the Licensed Application End User License Agreement shall apply.

i.   Third Party Beneficiary.  As to the use of the Application only, Customer acknowledge and agree that Apple, Inc. and its subsidiaries are third party beneficiaries of these Terms, and that upon Customer acceptance of these Terms that Apple, Inc. will have the right (and will be deemed to have accepted the right) to enforce these Terms against Customer as third party beneficiary thereof.

j.  Force Majeure .Neither party will be responsible for failure or delay of performance if caused by reason of any circumstances beyond its reasonable control, including any act of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, or acts of terrorism or war, provided, however, that the affected party will use all commercially reasonable efforts to avoid or remove such causes of nonperformance and will proceed whenever such causes are removed or cease.

k.   Miscellaneous.  If any of these Terms is found unlawful, void, or for any reason unenforceable, then that provision will be considered restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law and will not affect the validity and enforceability of the remaining provisions. This is the entire agreement between Customer and RealNex relating to the subject matter it contains. This Agreement may be modified only by RealNex posting of changes to these Terms, or by a writing signed by both parties. Any inquiries concerning these Terms should be submitted using the Contact Us form.