These Terms represent an agreement made between The Association of Real Estate License Law Officials on behalf of itself ("ARELLO" or "Provider"), and the Web Service Client ("You" or "Customer").
Provider will provide You access to the Web Services (defined below) on the related website located at http://www.arello.com or such other Web addresses or uniform resource locators as may be specified by the Provider (collectively, the "Site"), specifically and solely for the purposes of requesting and receiving Data (defined below), Third Party Data (defined below), and services under the related Subscription Plan (defined below).
If you accept or agree to these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that legal entity to these Terms and, in such event; "Customer", "You" and "Your" will refer and apply to that legal entity.
- "Web Services" consist of a set of software programs, interfaces, and webpages running on computers hosted by or on behalf of Provider accessible via the Internet as described in these Terms and the Site.
- "Data" means the real estate licensee verification data that is (i) owned by Provider and (ii) obtained by Provider from member jurisdictions and other sources, and (iii) delivered to Customer via the Web Services and as described in these Terms and on the Site.
- "Third Party Data" means real estate licensee verification data that is (i) not owned by Provider and (ii) obtained by Provider from member jurisdictions and other sources and (iii) delivered to Customer via the Web Services and as described in these Terms and on the Site. Provider has secured rights to Third Party Data from the Data Owner sufficient to carry out its obligations hereunder.
- "Data Owner" means a legal entity that holds ownership rights to some of the Data or Third Party Data (defined above) and is the original licensing source of such portion of the Data or Third Party Data when such portion of the Data or Third Party Data is not in the public domain.
- "Distinct Software Applications" means software applications that automate substantially different business products, services, processes or functions of Customer. Provider reserves the right, in its sole discretion, to make a reasonable determination as to whether software applications that use the Web Services or the Data or Third Party Data constitute Distinct Software Applications.
- "Data Exchange Format" means an electronic version of the Data or Third Party Data used for sharing the Data or Third Party Data between software applications, including but not limited to any application programming interface (API), any database access (e.g., ODBC, etc.), any network transmission format (e.g., EDI, SOAP, RSS, XML, etc.) and any data file format (e.g., XLS, CSV, etc.). Provider reserves the right, in its sole discretion, to determine if a particular electronic version of the Data or Third Party Data constitutes a Data Exchange Format.
- "Subscription Plan" means all the subscription plans selected by the Customer in connection with the purchase of the use of the Web Services, Data and Third Party Data.
Although Provider will make reasonable efforts to provide notice, Provider reserves the right to modify, discontinue or terminate the Site, Web Services, Data and Third Party Data, at any time and without prior notice.
Access to the Site, Web Services, Data and Third Party Data requires Customer to purchase a Subscription Plan for continued use of the Site, Web Services, Data and Third Party Data. Upon selection and purchase, access to the Site, Web Services, Data and Third Party Data will be provided in accordance with the terms of the specific Subscription Plan selected by the Customer via the Site.
LICENSES AND DATA
Web Service and Data License. Subject to Customer's compliance with the Terms, Provider grants to Customer a limited, non-exclusive, revocable, non-transferable, license to access and use the Data and Third Party Data available via the Web Services solely for the purpose of verification of license status for its internal business purposes and for no other purpose.
Proprietary Rights. Subject to the limited rights expressly granted hereunder, Customer acknowledges that the Data, Third Party Data, Web Services, Site, and/or any developments to the Data, Third Party Data, Web Services, and Site ("Developments") provided to Customer hereunder are proprietary in nature and owned exclusively by Provider and/or the Data Owners. The Data, Third Party Data, the Web Services, as well as the Developments are to be used exclusively as described herein.
Provider shall retain all right, title and interest in and to the Web Service, Data and Third Party Data. Except for the license rights expressly granted above, no express or implied license, right or interest in or to any intellectual property of Provider is conferred by these Terms. Customer shall not remove any proprietary rights notice from the Web Service, Data and Third Party Data. Any portion of the Web Service, Data and Third Party Data merged into or used in conjunction with any other work will continue to be the property of Provider and subject to these Terms.
Restrictions on the Web Services and Data.
- Any use of the Data or Third Party Data not expressly permitted by these Terms is prohibited. Without limiting the foregoing, Licensee shall not, except as otherwise provided herein, (a) copy, duplicate, disclose, distribute or publish the Data or Third Party Data or Web Service or any part thereof without the express written approval of ARELLO, (b) reverse assemble, reverse compile, or reverse engineer the Data or Third Party Data or Web Service, (c) modify, enhance or create derivative works of the Data or Third Party Data or Web Service, except with the express written approval of ARELLO, (d) lease, sublease, sublicense, sell, distribute, transfer possession, rent, grant other rights in, operate a service bureau, or commercially exploit the Data or Third Party Data or Web Service. Licensee shall not use any of the content in the Data or Third Party Data or Web Service to market or advertise to any entity or individual identified in the Data or Third Party Data or Web Service.
- Customer may use the Web Service, Data and Third Party Data solely with any software application owned or licensed by Customer.
- Customer may not use, adapt, modify, redistribute, sublicense, sell or otherwise make available any portion of the Web Service or Data for use by software applications or Data Exchange Revenue not owned or licensed by Customer.
- Customer will not attempt to access, tamper with, or use non-public areas of the Site, computer systems, or the technical delivery systems of Provider.
- Customer will not attempt to probe, scan, or test the vulnerability of any of Provider's systems or networks or breach any of Provider's security or authentication measures.
- Customer may not display or make the Data or Third Party Data available in any Data Exchange Format to non-employee users, including but not limited to, vendors, contractors, partners and the general public (e.g., public websites, partner and vendor extranets, EDI applications, etc.).
- Customer may cache and store the Data and Third Party Data for use within each Distinct Software Application. The Data or Third Party Data may not be shared between Distinct Software Applications or made available in any Data Exchange Format for the purpose of sharing between Distinct Software Applications.
Enforcement. Except as otherwise provided herein, Customer is responsible for all of Customer's activities occurring through its use of the Web Services.
Telecommunications and Internet Services. Customer acknowledges that the use of the Web Services by Customer is dependent upon access to telecommunications and Internet services. Customer will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Web Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
As part of the registration process Customer may be asked to select a user name and/or password, or a user name and/or password may be created for Customer (the user name and password are hereafter referred to as "Customer Codes"). The Customer Codes are for your personal use only. Customer is responsible for maintaining the confidentiality of the Customer Codes, and agrees not to provide them to any third party. Customer is responsible for all statements made and acts or omissions that occur while the Customer Codes are being used. Customer is responsible for any breach of security caused by its failure to maintain the confidentiality of the Customer Codes or the use of its Customer Codes. Customer agrees to notify Provider immediately in the event of (i) loss or theft of Customer Codes, (ii) employee termination, (iii) Customer believes the confidentiality of Customer Codes has been compromised in any way, or (iv) learning about a possible or actual unauthorized use of the Web Service, Data and Third Party Data. Provider reserves the right to revoke Customer Codes at any time without prior notice.
TERM AND TERMINATION
Term. Term will commence when the Customer first purchases a Subscription Plan and shall continue in perpetuity as long as a Subscription Plan remains active and funded. Subscription Plan term is one calendar month.
Right to Terminate. Customer may terminate service at any time, for any reason. Provider may suspend access to the Web Service and Data or terminate service on notice to Customer in the event Customer has used the Web Service or Data other than as permitted under these Terms, as determined by Provider in its reasonable judgment.
Survival. The provisions of the Definitions Section and Sections that by their nature should reasonably survive, and any amendments to the provisions of the aforementioned will survive any termination or expiration of these Terms.
Subscription Fees. Customer will pay to Provider fees in connection with the Subscription Plan selected by Customer to use the Web Services, Data, and Third Party Data ("Subscription Fees"). Thereafter, Subscription Fees for Customer's use of the Web Services, Data and Third Party Data shall be (i) as described and/or as selected by You via the Site in connection with purchase to use the Web Services, Data and Third Party Data or (ii) negotiated between You and Provider by creating an addendum to these Terms. Subscription Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, "Taxes"). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Provider's net income.
Automatic Billing. Customer agrees to automatic billing using Paypal to maintain a Subscription Plan. Subscription Plans renew automatically every calendar month. Subscriptions may be modified or cancelled at any time via the client portal located at https://www.arello.com/accounts.
Changing Subscription Plans. Customer may elect to change their Subscription Plan at any time, for any reason. When selecting a higher fee Subscription Plan, Customer pays the full price of the new Subscription Plan and the billing cycle resets. When selecting a lower fee Subscription Plan, the change occurs at the start of the next billing cycle. Changing Subscription Plans does not provide any refund of the unused portion of the Plan.
Support Services. Provider will provide reasonable technical support to Customer related to the Web Services for the duration of these Terms. Support services may include the following: (i) assistance with the proper use of the Web Services, and (ii) programming to correct any demonstrated errors that prevent the Web Service from operating as outlined in the product documentation. Provider is not responsible for and shall not provide support services for any programs, hardware or software other than the Web Service, including but not limited to any such programs, hardware or software owned or licensed by Customer for use with the Web Service.
Customer Responsibilities. Customer will promptly report any errors in the operation of the Web Services to Provider and will not take any actions that would increase the severity of the error. Customer will use the Web Services solely as described herein. In the event that Customer violates any of the requirements of this Section, Provider will have no responsibility to provide support.
WARRANTIES, INDENMITY, AND LIMITATION OF LIABILITY
Indemnification by Provider. Provider agrees to defend (or settle), indemnify and hold Customer, its employees, directors and officers harmless from and against any and all liabilities, losses, damages, or expenses (including court costs and reasonable attorneys fees) to the extent of any third party claim that the Web Services infringe or misappropriate any Intellectual Property Rights (defined below) of any third party, only to the extent the liabilities, damages, or expenses result from use of the Web Services that is within the scope of these Terms, provided that Customer does not make any admission of Provider guilt without Provider's prior written approval and provided that Customer gives Provider (i) prompt written notification of the claim or action, (ii) sole control and authority over the defense or settlement thereof, and (iii) all reasonably available information, assistance and authority to settle and/or defend any such claim or action. Provider shall not settle such a claim without Customer approval if such settlement includes an admission of liability on behalf of Customer. As used in this Section, "Intellectual Property Rights" means any copyright, trade mark, trade name, trade dress, trade secret, service mark, service name, title, slogan, proprietary process, or any other intellectual property right.
Indemnification by Customer. Customer agrees to defend (or settle), indemnify and hold Provider, its employees, directors and officers harmless from and against any and all liabilities, losses, damages, or expenses (including court costs and reasonable attorneys fees) in connection with any use of the Web Service, Data or Third Party Data not in accordance with the terms of these Terms and any third party claim arising out of Customer's use of the Web Services, Data or Third Party Data including any claim that such use of the Web Services or Data or Third Party Data in violation of these Terms or infringes or misappropriates any Intellectual Property Rights of any third party, provided that Provider does not make any admission of Customer guilt without Customer's prior written approval and provided that Provider gives Customer (i) prompt written notification of the claim or action, (ii) sole control and authority over the defense or settlement thereof, and (iii) all reasonably available information, assistance and authority to settle and/or defend any such claim or action. Customer shall not settle such a claim without Provider approval if such settlement includes an admission of liability on behalf of Provider.
Warranty Disclaimers. OTHER THAN SPECIFICALLY SET FORTH HEREIN, (i) THE WEB SERVICES, SITE, DATA, AND THIRD PARTY DATA ARE DELIVERED TO CUSTOMER ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION PROVIDED, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR PERFORMANCE, (ii) PROVIDER MAKES NO WARRANTY THAT THE SITE, DATA, OR THIRD PARTY DATA WILL MEET CUSTOMER'S SPECIFIC OBJECTIVES OR NEEDS; (iii) PROVIDER MAKES NO WARRANTY THAT THE WEB SERVICES, SITE, DATA, OR THIRD PARTY DATA WILL BE FREE FROM ERRORS OR BUGS; and (iv) PROVIDER MAKES NO WARRANTY THAT THERE WILL BE UNINTERRUPTED OPERATION OF THE WEB SERVICES, SITE, DATA, AND THIRD PARTY DATA. CUSTOMER ACKNOWLEDGES THAT (i) ANY DATA DOWNLOADED THROUGH THE USE OF THE WEB SERVICES AND SITE IS DONE AT ITS OWN DISCRETION AND RISK, AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF APPLICATIONS OR DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH DATA and (ii) THE FOREGOING EXCLUSIONS AND DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF THESE TERMS AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PROVIDER OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.
Accuracy of Data and Third Party Data. PROVIDER MAKES NO WARRANTY REGARDING THE DATA, THIRD PARTY DATA OR ANY OTHER INFORMATION PURCHASED OR OBTAINED THROUGH PROVIDER'S SITE AND/OR THE WEB SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY DATA, THIRD PARTY DATA OR OTHER INFORMATION OBTAINED THROUGH THE SITE AND/OR THE WEB SERVICES.
Limitation of Liability. UNLESS OTHERWISE PROVIDED HEREIN, IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY TO CUSTOMER AND ANY THIRD PARTY IN CONNECTION WITH THESE TERMS OR CUSTOMER'S ACCESS TO OR USE OF THE DATA ON WEB SERVICES EXCEED SIX (6) MONTHS SUBSCRIPTION FEES, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION. PROVIDER WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR ANY DAMAGES RESULTING FROM ANY INTERRUPTION OR DISRUPTION IN COMMUNICATIONS OR SERVICES, UNAVAILABILITY OR INOPERABILITY OF SERVICES, TECHNICAL MALFUNCTION, LOST DATA, OR LOST PROFITS, EVEN IF PROVIDER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILTY OF OR COULD HAVE REASONABLY PREVENTED SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Compliance with Laws and Policies. The parties hereby agree to abide by and comply with all applicable local, state, national, and international laws and regulations (including applicable laws that pertain to the transmission of technical data, privacy, the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property).
Controlling Law. The parties agree the laws of the State of Illinois, excluding conflict of laws provisions, will govern these Terms and all matters arising out of or related to these Terms. The parties submit to the jurisdiction of the courts of the State of Illinois. The parties expressly agree to venue in the state and federal courts located in Chicago, Illinois and waive any objection based on personal jurisdiction.
Entire Agreement and Severability. These Terms, including the Subscription Plan, as amended from time to time according to its terms, shall constitute the entire agreement between Customer and the Provider respecting the Site, the Web Services, the Support, the Data, and the Third Party Data described herein, and shall supersede all prior agreements, arrangements, representations or promises, whether oral or written, as to its subject matter. These Terms may be amended only in a written agreement that is duly executed by authorized representatives of the parties.
Force Majeure. The Provider and their respective affiliates shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
Waiver. No waiver by either party of any default by the other in the performance of any provisions of these Terms shall operate as a waiver of any continuing or future default, whether of a like or different character.
Assignment. Neither party may assign these Terms without prior written consent unless in connection with a merger or acquisition of either party.
Severability. If any provision of these Terms (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms shall not in any way be affected or impaired thereby.
Relationship Between the Parties. Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent.
No Third-Party Beneficiaries. These Terms are intended for the sole and exclusive benefit of the Provider and Customer and is not intended to benefit any third party. Only the parties to these Terms may enforce it.
Notice. The parties may give notice to each other via email. Notices sent to Provider should be directed to email@example.com. Notices sent to Customer will be sent to Customer at the email address provided during registration to use the Web Services.