Terms and Conditions of Use

The following Terms and Conditions of Use (the “Terms of Use”) constitute a binding legal agreement between you and Terra Holdings (“Licensor”) that governs your use of the reSOURCE, Analytics and Instant Value, and other online services accessed through this login, (each a “Service” and collectively the “Services”). The Services include all real estate sales and rental listings, text, graphics, photographs, logos, images, audio clips, video clips, digital downloads, market data, estimations of value, reports, and data compilations (the “Content”) made available to you therein, and all related documentation and associated software.

BY CLICKING THE LOGIN BUTTON BELOW, OR BY DOWNLOADING, INSTALLING OR ACCESSING A SERVICE ONLINE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

Licensor reserves the right, at any time and at its discretion, to revise these Terms of Use. If you disagree with such changes, you should discontinue using the Services. If you use a Service after any such changes to these Terms of Use, such use will constitute your acceptance of the revised Terms of Use.

Subject to your compliance with these Terms of Use, Licensor grants you a limited, non-exclusive, non-transferrable license, without right to sublicense, to (a) access and use the Services and the Content , and (b) provide your individual customers and co operating real estate brokers with copies of a report or document generated by the Service, provided the foregoing access and use of the Services and the Content and providing of reports and documents are conducted solely in connection with your permitted real estate sales and leasing activities on behalf of Licensor and in compliance with all applicable laws and regulations, and all applicable policies and guidelines of Licensor. At such time as you are no longer an employee or licensed agent of Licensor, you must immediately cease using or transmitting the Content and the Services, and must delete or destroy all copies of the Content and Services, whether in paper or electronic form from all records and devices.

Except as expressly authorized above, you may not:

1. copy, extract, scrape, post or reutilize any portions of the Content provided by the Services, including bulk downloads or feeds, or create any databases based upon results you obtain from the Services;
2. market or make commercial use of the Services or the Content in any way, including without limitation, advertising Licensor's Listings, copying Licensor's Listings for your own commercial use or use on other websites or in marketing materials, or contacting directly Licensor's customers or Listings' owners;
3. remove, alter, or obscure any trademark, product identification, disclaimer, copyright or intellectual property notices in the source code, the Services, and any reports or documents generated by or through the Services;
4. use the Services or any Content in violation of the rules of Real Estate Board of the City of New York, the New York State Department of State, the New York State Department of Banking, or any other federal, state, or local law or regulation.
5. reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code of the Services or any portion thereof by any means whatsoever or copy, alter, modify, translate, enhance or create a derivative work of the source code, the Services, the Content, or any portion thereof;
6. rent, lease, lend, provide hosting services, or otherwise provide any third party with access to or use of the Services or the Content;
7. use the Services in violation of these Terms of Use or in any unauthorized way whatsoever, including, but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass, burdening network capacity, or otherwise interfering with other users' enjoyment of the Services; or
8. use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and you agree that Licensor is not in any way responsible for any such use by you.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, LICENSOR AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND SUPPLIERS MAKE NO WARRANTY THAT (I) THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) THE CONTENT AND ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SERVICE OR THE CONTENT WILL BE CORRECTED.

The Services and Content provided by through the Services are made available for informational purposes only. Licensor does not warrant or make representations regarding the results that may be obtained by using the Services or as to the reliability, accuracy or currency of the Content. Listings may be withdrawn from the market at any time and are subject to errors, omissions, and prior sale or rental without notice.

Licensor reserves the right to change, suspend, remove, or disable access to the Services, or any feature or part thereof, at any time without notice or liability. Licensor may also impose limits on the use of or access to the Services, or any feature or part thereof, in any case and without notice or liability.

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL LICENSOR OR ITS SUPPLIERS, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR ACCESS TO OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICES OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE SERVICES, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SERVICES.

Upon Licensor’s request, you agree to indemnify and hold Licensor, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees) arising out of your violation of these Terms of Use and/or use of the Service.

You acknowledge and agree that the Services and the Content include proprietary information and material that is owned or licensed by Licensor and/or its suppliers, and is protected by applicable intellectual property and other laws, including, but not limited to, copyright, patent, trademark, and trade secret, and that you will not use the Services or Content, including such proprietary information and material, in any way whatsoever that is inconsistent with these Terms of Use or that infringes any intellectual property rights of Licensor or any third party. Except as expressly authorized herein, no portion of the Services and Content, including any information therein, may be reproduced in whole or in part and you may be held liable for any such unauthorized copying or disclosure.

These Terms and Conditions are for the sole benefit of Licensor, its officers, directors, employees, affiliates, and agents. No other person, shall have the right to assert a claim under these Terms and Conditions.

These Terms of Use will be governed by and construed in accordance with the internal, substantive laws of the State of New York, without reference to the rules thereof relating to conflicts of law (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). You agree to the personal jurisdiction by and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of these Terms of Use shall continue in full force and effect.