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TERMS OF SERVICE
TERMS AND
CONDITIONS
This Agreement
is entered into between TaxSaleLists.com, LLC, a
Nevada Limited Liability Company, doing business as MyTaxSaleLists.com, and
TaxSaleLists.Com, and the entity set forth in the Service Application Agreement
(Customer). The parties agree as
follows:
SERVICE. TaxSaleLists.com provides Standard and data
Enhanced tax sale lists (Services) using its proprietary databases and
information obtained from jurisdictional entities. Customer hereby subscribes to the use of TaxSaleLists.com’s lists of tax sale properties for use
solely as a factor in making its business decisions.
1. PERFORMANCE.
TaxSaleLists.com will use reasonable efforts to provide the Services
requested by Customer and to compile information gathered from selected public
records and other sources used in the provision of the TaxSaleLists.com
Services; provided, however, that
Customer accepts all information “AS IS.” Customer acknowledges and agrees that
TaxSaleLists.com obtains its data from third party sources, which data may or
may not be completely thorough and accurate, and that Customer shall not rely
on TaxSaleLists.com for the accuracy or completeness of information supplied in
using TaxSaleLists.com’s Services. TaxSaleLists.com shall not be responsible for
any consequential or other damages arising out of the use of the Services. TaxSaleLists.com does not warrant that the
Services will be timely or error free.
2. CHARGES. For each month Customer uses the available tax
sale list Services, Customer agrees to pay to TaxSaleLists.com the sum of $39.95
(USD) unless Customer has purchased an annual subscription. TaxSaleLists.com reserves the
right to change prices, add or delete services, and
change the characteristics of any service at any time and without notice. Customer shall pay to TaxSaleLists.com prices
as updated from time to time through online announcements, customer bulletins,
and published price schedules.
TaxSaleLists.com is not responsible for ensuring delivery to customer of
such updates, or changes, additions or deletions to any of its prices, which
may occur, from time to time, and it is Customer’s responsibility to check TaxSaleLists.com’s Website (www.taxsalelists.com)
and/or publications for such notifications.
All current and future TaxSaleLists.com pricing documents are deemed
incorporated herein, by reference.
3. INTELLECTUAL PROPERTY. Customer agrees not to reproduce,
retransmit, republish, or otherwise transfer for any commercial or other
purpose any information that Customer receives from the TaxSaleLists.com
Services except in the ordinary and customary course of Customer’s bona fide
business. Under no circumstances is
Customer to resell TaxSaleLists.com’s data through a
website, or otherwise, without express written approval from
TaxSaleLists.com. Customer acknowledges
that TaxSaleLists.com (and/or TaxSaleLists.com’s
third party data providers) shall retain all right, title, and interest in and
to the data and information provided by the TaxSaleLists.com Services under
applicable contractual, copyright, and related laws, and Customer shall use
such materials consistent with TaxSaleLists.com’s
interests and notify TaxSaleLists.com of any threatened or actual infringement
of TaxSaleLists.com’s rights. Customer further acknowledges and agrees that
it shall acquire no right, title or interest under applicable copyright and
other laws in the databases and materials provided or accessed under this
agreement.
4. PAYMENT OF FEES. Customer shall pay TaxSaleLists.com for all
charges incurred for the use of the TaxSaleLists.com Services on a prepayment
or monthly basis. Customer shall be
responsible for payment for all Services obtained through Customer’s personal
account, whether or not said account is used by Customer or a third party,
whether with or without Customer’s consent.
All payments are due and payable at the beginning of each 30 day billing
cycle and will automatically be processed against the credit card submitted at
time of application. TaxSaleLists.com reserves the right to terminate this
Agreement and the right of Customer to use any information provided hereunder
without prior notice to Customer upon any non-payment of fees by the due date.
5. TERM OF AGREEMENT. This Agreement is for services rendered and
shall be in full force and effect during such periods of time during which
TaxSaleLists.com is providing Services for Customer.
6. GOVERNING LAW. The interpretation and enforcement of this
Agreement, and all issues relating thereto, including the Services contemplated
hereby, shall be governed by and construed in accordance with the laws of the
State of
7. ASSIGNMENT. The rights granted to Customer pursuant to
this Agreement to use the TaxSaleLists.com Services may not be assigned by
Customer, in whole or in part, without the prior written consent of
TaxSaleLists.com.
8. WARRANTIES/LIMITATION OF LIABILITY. Neither TaxSaleLists.com, MyTaxSaleLists.com
nor any third party data provider (for purposes of indemnification, warranties,
and limitations of liability only, as set forth in this Section and Section 10,
TaxSaleLists.com and its data providers are hereby collectively referred to as
“TaxSaleLists.com”) shall be liable to Customer (or any person claiming through
Customer) for any loss or injury arising out of or caused in whole or in part
by TaxSaleLists.com’s acts, omissions or otherwise,
except as expressly set forth in this Section.
TaxSaleLists.com
makes no warranty or representation of any kind; and any warranty, express or
implied, is excluded and disclaimed, including the implied warranties of
merchantability and of fitness for a particular purpose.
Without
limiting the forgoing, and as part of the consideration for this Agreement,
Customer expressly waives any claim against TaxSaleLists.com (including any
third party data provider) for any damage or loss caused in whole or in part by
TaxSaleLists.com's acts or omissions in procuring,
compiling, interpreting, communicating or delivering the Services or
the data associated therewith.
It
is agreed that TaxSaleLists.com's liability
(including the liability of any third party data provider) and Customer's sole
remedy, whether in contract, under any warranty, in tort (including
negligence), in strict liability or otherwise, shall not exceed the return of
the charges paid by Customer, and under no circumstances shall TaxSaleLists.com
(or any third party data provider) be liable for any special, incidental,
punitive or consequential damages, including, but not limited to, personal
injury, property damage, damage to or loss of equipment, lost profits or
revenue, costs of obtaining replacement services and other additional expenses,
even if TaxSaleLists.com has been advised of the possibility of such damages.
The price stated for the Services is a consideration in limiting TaxSaleLists.com's liability and Customer's remedy.
Each Party
hereto shall indemnify, defend, and hold harmless the other Party, its
directors, officers, employees and agents with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys' fees, to
the extent that it is based upon a claim that, if true, would constitute a
breach of any of the indemnifying Party's representations, warranties, or
agreements hereunder. In claiming any indemnification hereunder, the Party
claiming indemnification (the "Claimant") shall provide the other
Party with written notice of any claim which the Claimant believes falls within
the scope of this section within ten (10) days after it becomes known to such
party, provided, however, that the
failure to give such notice shall not relieve the indemnifying party of its
obligations to indemnify. The Claimant
may, at its own expense, assist in the defense if it so chooses, provided that
the other party shall control such defense and all negotiations relative to the
settlement of any such claim and further provided that any settlement intended
to bind the Claimant shall not be final without the Claimant's written consent.
9. INDEMNIFICATION. Customer hereby agrees to protect, indemnify,
defend, and hold harmless TaxSaleLists.com from and against any and all costs,
claims, demands, damages, losses, and liabilities (including attorneys’ fees
and costs) arising from or in any way related to use of information or Services
received by Customer (or any third party receiving such information from or
through Customer) pursuant to this Agreement.
10. SURVIVAL OF AGREEMENT. Provisions hereof related to release of
claims, indemnification, use of information and data, payment for
TaxSaleLists.com Services and disclaimer of warranties shall survive any
termination of this Agreement.
11. ATTORNEY FEES. The prevailing party in any action, claim or
lawsuit brought pursuant to this Agreement or to interpret or enforce it is
entitled to payment of all attorney fees and costs expended by such prevailing
party in association with such action, claim or lawsuit.
12. CUSTOMER CHANGE. Customer shall notify TaxSaleLists.com
immediately of any changes to the information it provided on TaxSaleLists.com’s Service Application. TaxSaleLists.com reserves the right to
terminate Customer’s access to the Service or terminate this Agreement without
further notice upon receipt of any change which, in its sole discretion, would
prevent or hinder Customer in complying with its obligations under this
Agreement.
13. RELATIONSHIP OF PARTIES. Customer shall at no time represent that it
is an authorized agent or representative of TaxSaleLists.com.
14. CHANGE IN AGREEMENT. By receipt of the TaxSaleLists.com Services,
Customer agrees to, and shall comply with, such revised and/or additional
terms, as TaxSaleLists.com shall make from time to time. TaxSaleLists.com shall
use reasonable efforts to provide notice by online click wrap amendments,
facsimile, mail or other method.