TERMS AND CONDITIONS
1. AGREEMENT
1.1 These TERMS AND CONDITIONS apply to the services provided by Quantitative Technologies LLC, (referred to as "HNROP", "Company", “we”, “us”, or “our”). You ("Customer") agree that by clicking "Secure [Your County] Now", "Get Started", or similar when making your initial payment, or using our services and products, or any content or information provided as part of these services, including any software and its systems, collectively, "Services" or "Software", you are entering into a legally binding agreement (even if you are using our Services on behalf of a company). The term “Order Form” and “Checkout Page” refers to the definition of the product/service the customer is purchasing from the Company.
1.2 If you do not agree to the following TERMS AND CONDITIONS ("Agreement"), do NOT click "Secure [Your County] Now", "Get Started" (or similar) and do not access or otherwise use any of our Services.
2. SAAS SERVICES AND SUPPORT
2.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services according to this TERMS AND CONDITIONS Agreement. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services.
3. MLS/IDX DISPLAY COMPLIANCE
HNROP makes every effort to exceed the requirements of the National Association of Realtors (NAR) IDX display policy as of 2021, and your respective local MLS(s) IDX display policy(s) for posting to social media.
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Customer agrees that they are a current member in good standing of their respective MLS(s) that are represented for your coverage area (county).
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For YouTube videos and description, HNROP will include:
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The MLS number.
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The Listing Agent name and Listing Brokerage.
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The logo of the local MLS that controls that property.
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MLS disclaimers and other notices the MLS requires.
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HNROP will provide additional technology to assist with current and future compliance:
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An MLS fail-safe mechanism. If for some reason a video(s) are required to be taken down, they can be disabled remotely within minutes. The remote disable will disable the video(s) even if shared on other social media platforms. This can be done for one video, a group of videos, or all videos within minutes.
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An MLS adaptive system. If your local MLS makes a change to their policy, that change can be deployed to all the videos within reasonable technical ability.
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HNROP will make every effort to respond to MLS changes and requests on a timely basis.
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The Customer agrees to forward changes/requests to HNROP on a timely basis.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
4.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
4.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements, fines and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
4.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services, or data needed to connect to, utilize, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, data licenses, display licenses, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
5. CONFIDENTIALITY; PROPRIETARY RIGHTS
5.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
5.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services and is limited to prepared reports delivered to the customer but does not include internal analysis or data collected. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
5.3 Copyright ownership of produced videos and music content as a creative work shall remain with the Company. Copyright of source materials remain the copyright of the original owners. All additional supplementary materials and works created by the Company shall remain copyright of the Company, and the Customer has permission to use such materials within the constraints of the product/service so long as the customer is in good standing.
5.4 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
6. PAYMENT OF FEES
6.1 Customer will pay Company the then applicable fees described in the Order Form/Checkout Page for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
6.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
7. TERM AND TERMINATION
7.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form/Checkout Page, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
7.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Final Reports available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
8. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or sudden policy changes, either by Company or by third-party providers, and platforms such YouTube, Google, Facebook and similar platforms or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HNROP reserves the right at any time and from time to time to modify temporarily or permanently or discontinue HNROP Services (in whole or part) with or without notice. As changes are made to the Terms of Service by YouTube, Google, Facebook or additional social media platforms, services or intermediary services. Services provided by HNROP may change to comply to the new terms or changes. You agree that HNROP shall not bear any liability to you or to any third-party for any modification, suspension or discontinuance of HNROP Services due to any such required changes or cancellations. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. INDEMNITY
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, or data provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.