Terms of Use

 

 

 

YOUR USE OF THIS WEB SITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE.

Acceptance of Terms of Use

This site (the “Site”) is operated by GSI Compass, Inc. and its affiliates (collectively, “GSI Compass” or “we” or “us”). By accessing or using this Site (or any part thereof), you agree to be legally bound by the terms and conditions that follow (the “Terms of Use”) as we may modify them from time to time. These Terms of Use apply to your use of this Site, including the GSI Compass services offered via the Site. They constitute a legal contract between you and GSI Compass, and by accessing or using any part of the Site you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms of Use. If you do not agree to the Terms of Use, or if you do not have the right, power, and authority to agree to and be bound by these Terms of Use, you may not use the Site. Notwithstanding anything to the contrary herein, if you and GSI Compass have entered into a separate written agreement that covers your use of a GSI Compass service, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use.

Purpose of Site

The Site is intended to provide information about commercial real estate and GSI Compass. The information and services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal, tax, accounting, investment or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by your accessing or using this Site or communicating by way of email or through this Site. You shall not use information and services offered on or through this Site for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, employment, or government license or benefit.

Services

The information, data, text, software, photographs, images, graphics, organization, layout, design, and other content contained on or provided through this Site (collectively, the “Content”) are proprietary to GSI Compass and its licensors, and are protected by copyright and other Canadian and international intellectual property rights, laws and treaties. The Content includes proprietary databases (the “Database”) of commercial real estate information, which, by way of example, include information, text, photographic and other images and data contained therein (collectively, the “Information”) and the proprietary organization and structures for categorizing, sorting and displaying such Information, and the related software (“Software”). The Site, Content, Database, Information, Software and any portion of the foregoing, including any derivatives, adaptations, successors, updates or modifications provided thereto and any information derived from the use of the Database, including as a result of the verification of any portion of the Information, are collectively referred to herein as the “Product”.

Those portions of the Product that may be accessed by the general public and that do not require any use of Passcodes (as defined below) or facial recognition authentication are referred to as the “Non-Passcode Protected Product”. Those portions of the Product that require use of Passcodes and, if applicable, facial recognition authentication for access and are available only to individuals or entities (“GSI Compass Clients”), or those acting through them, who enter into a License Agreement (as defined below) with GSI Compass that authorizes access to such GSI Compass service are referred to as the “Passcode Protected Product”.

The Passcode Protected Product includes, for example, the MapDrill Upload®, MapDrill Metro Standard®, and MapDrill Metro Advanced® services as well as the MapDrill Comps Express®, MapDrill Property Express®, MapDrill Mobile Data Express®, and MapDrill Data Express® services. GSI Compass utilizes registered and unregistered trademarks protected by United States, Canadian and other laws. A “License Agreement” is defined as either (i) a written and signed contract between a GSI Compass Client and GSI Compass that authorizes access to a GSI Compass service, or (ii) an online contract between the GSI Compass Client and GSI Compass that is formed by online registration and acceptance of these Terms of Use or other online contract established by GSI Compass and that authorizes access to a GSI Compass service.

Only Authorized Users (defined below) for a Passcode Protected Product may access such product and they may access it solely using the user name, password (collectively, the “Passcodes”) and, if required by GSI Compass, facial recognition authentication. GSI Compass may use the Passcode and, if required by GSI Compass, facial recognition authentication as the means to authenticate your identity when you access and use the Passcode Protected Product. As part of the facial recognition authentication, you must register your internet-capable, camera-ready mobile device with GSI Compass, which requires you to permit GSI Compass to take an initial photograph of your face through your device’s camera. Thereafter, each time you access the Passcode Protected Product, you agree to permit GSI Compass to take a photograph of your face through your device’s camera for GSI Compass to authenticate. GSI Compass may store any photographs or other files you submit in its systems indefinitely and use them for the purpose of Passcode Protected Product authentication. GSI Compass is under no obligation to confirm the actual identity or authority of any party accessing the Passcode Protected Product under your Passcode or other authentication method. An Authorized User will maintain the confidentiality of his/her Passcode and may not share his/her Passcodes with any other person, nor may an Authorized User allow any other person to use or have access to his/her Passcodes. You agree to notify David Knight, President of GSI Compass, Inc., via email at david@GSI Compass.com or via telephone at 831-331-9989 immediately of any unauthorized use of any Passcode or other breach of security.

Unauthorized attempts to (i) defeat or circumvent Passcodes or other security features (e.g., facial recognition authentication), (ii) use the Site or the Product for other than intended purposes, or (iii) obtain, alter, damage or destroy information or otherwise to interfere with the system of its operation are not permitted and may result in a loss of access to the Passcode Protected Product. Evidence of such acts may also be disclosed to law enforcement authorities and result in criminal prosecution under the laws of the United States, Canada or such other jurisdictions as may apply.

An “Authorized User” is defined as an individual (a) employed by a GSI Compass Client or an Exclusive Contractor (as defined below) of a GSI Compass Client at a site identified in the License Agreement, and (b) who is specified in the License Agreement as a user of a specific Passcode Protected Product and represented by the Client to be an employee or Exclusive Contractor of the Client. An “Exclusive Contractor” is defined as an individual person working solely for the GSI Compass Client and not another company with real estate information needs or for themselves and performing substantially the same services for such GSI Compass Client as an employee of such GSI Compass Client. GSI Compass’s issuance of a Passcode shall not be construed as a confirmation or admission by GSI Compass that the person receiving the Passcode qualifies as an Authorized User.

Free Trial

This offer (the “14-Days Free Trial Offer”), which is made to you by MapDrill (as defined in the MapDrill Terms and Conditions of Use), entitles you access to the MapDrill App (as defined in the MapDrill Terms and Conditions of Use) for a period of fourteen (14) days from the moment that you activate such trial period by subscribing (the “Free Trial Period”). You do not need to provide payment information. By subscribing, you accept the 14-Days Free Trial Offer and (i) acknowledge and agree to MapDrill Terms and Conditions of Use and these MapDrill General Free Trial Terms and Conditions. If you decide that you do not want to become a paying user of MapDrill upon the lapse of the Free Trial Period, you do not have to terminate. Your subscription and access will terminate.

From time to time, in GSI Compass’s sole discretion, GSI Compass may offer a free trial period (“Free Trial”) to certain individuals (“Free Trial Participant”) chosen by GSI Compass to participate in the free trial. GSI Compass will specifically notify the Free Trial Participants of their eligibility to participate in the Free Trial. Unless terminated sooner by GSI Compass, the Free Trial shall last for the length of time specified in the email from GSI Compass that distributes Passcodes to the Free Trial Participant or in any other notification to the Free Trial Participant by GSI Compass. The terms set forth in that email or notification, combined with these Terms of Use, shall constitute a License Agreement between GSI Compass and the Free Trial Participant relating to such individual’s access to and use of the associated Passcode Protected Product being offered through the Free Trial. During the Free Trial the Free Trial Participant shall be considered an Authorized User and a GSI Compass Client (as defined in these Terms of Use) and may use the Passcode Protected Product during the Free Trial subject to and solely in accordance with the terms outlined in such License Agreement relating to the Free Trial (which includes these Terms of Use).

Permitted Uses

Subject to the provisions in these Terms of Use, you may use the Non-Passcode Protected Product (or, if you are an Authorized User, subject to the provisions in your License Agreement and these Terms of Use, you may use the applicable Passcode Protected Product), in the ordinary course of your business for:

(1) Your internal research purposes;

(2) Providing information regarding a limited number of particular properties and market trends to your clients and prospective clients;

(3) Marketing properties;

(4) Supporting your valuation, appraisal or counseling regarding a specific property; and

(5) Creating periodic general market research reports for in-house use or for clients’ or prospective clients’ use, provided that such reports do not contain building-specific or tenant-specific Information and are not commercially or generally distributed.

Subject to the provisions in your License Agreement and these Terms of Use, you may print Information or copy Information into word processing, spreadsheet and presentation programs (or other software programs with the express written consent of GSI Compass), so long as the level of Information being printed or copied is reasonably tailored for your purposes, insubstantial and used in compliance with these use and copying provisions.

Notwithstanding the foregoing, the Information you access through the “Free Building Lookup” feature on this Site may only be viewed by you for your individual, non-commercial use while visiting this Site.

Prohibited Uses

You shall not, (a) distribute, disclose, copy, reproduce, communicate to the public by telecommunication, make available, display, publish, transmit, assign, sublicense, transfer, provide access to, use, rent or sell, directly or indirectly (including in electronic form) any portion of the Product, or (b) modify, adapt or create derivative works of any portion of the Product.

Notwithstanding anything to the contrary herein, you shall not:

(1) Access any portion of a Passcode Protected Product unless you are an Authorized User for such Passcode Protected Product using the Passcodes assigned to you by GSI Compass to access the components and services of the Passcode Protected Product that your License Agreement authorizes you to access, subject to the terms contained therein and in these Terms of Use;

(2) Access or use any portion of the Product if you are a direct or indirect competitor of GSI Compass, nor shall you provide, disclose or transmit any portion of the Product to any direct or indirect competitor of GSI Compass (by way of example, a “direct or indirect competitor” of GSI Compass includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services);

(3) Provide your Passcode or otherwise provide access to a Passcode Protected Product to any individual other than yourself, including by providing the results of queries of or reports generated from a Passcode Protected Product to a person who is not a client or prospective client.

(4) Use or distribute any Information from the Product, including Information that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product;

(5) Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or the data generated from it;

(6) Use, reproduce, publish or compile any portion of the Product for the purpose of selling or licensing any portion of the Product or making any portion of the Product publicly available;

(7) Store, copy or export any portion of the Product into any database or other software, except as expressly set forth in the Permitted Uses above;

(8) Upload, post or otherwise publish any portion of the Product on, or provide access to any portion of the Product through, the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that you may e-mail a report containing Information that complies with the Permitted Use provisions set forth above to a limited number of your clients and prospective clients;

(9) Upload, post, e-mail, make available or otherwise transmit or communicate to the public by telecommunication any information, data, text, software, photographs, images, graphics, or other content to or through the Product, or use any portion of this Product in a manner, that:

(a) is unlawful, threatening, abusive, harmful, libelous, tortious, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offence, violate the rights of any party, give rise to liability or violate any local, provincial, federal or international law, intentionally or unintentionally, or is otherwise objectionable;

(b) infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party or violates the privacy or publicity rights of any party;

(c) constitutes unlawful advertising or fraudulent, unfair or deceptive practices, “spam,” or any other form of unlawful solicitation in the United States, Canada or other county, including the Kansas non-solicitation law (K.S.A. 45-230), which, with limited exceptions, prohibits anyone from knowingly selling, giving or receiving, for the purpose of selling or offering for sale any property or service to persons listed therein, any list of names and addresses contained in or derived from Kansas public records; or

(d) contains software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Product or servers or networks connected thereto or the activities of other users of the Product or of any computer software or hardware or telecommunications equipment.

(10) Except as set forth in a License Agreement, you acknowledge and agree that you do not have a right to make available, communicate to the public by telecommunication, transmit under any law, contractual obligation (i.e., nondisclosure agreement) or fiduciary duty any information about the Product.

(11) Impersonate any person or entity, including but limited to an Authorized User, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any information, data, text, software, photographs, images, graphics, or other content posted on or transmitted through the Product; and

(12) Use any portion of the Product to encourage or engage in illegal activity, stalk or harass another person, or violate these Terms of Use or any applicable local, state, provincial, national or international law, rule, regulation or ordinance, including without limitation, state, provincial and local real estate practice, spam or privacy laws.

Fees

You are responsible for the timely payment of any fees incurred by your use of components and services available on the Site or via links to other web sites, and all taxes applicable to your use of the Product.

SUBJECT TO THE TERMS OF ANY LICENSE AGREEMENT BETWEEN GSI COMPASS AND YOUR COMPANY, WE RESERVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF FEES CHARGED FOR ACCESS TO THE PRODUCT OR ANY OF THE COMPONENTS OR SERVICES AVAILABLE ON THE PRODUCT, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED.

If you are accessing the Passcode Protected Product, you agree: (1) to provide GSI Compass with accurate and complete registration and billing information and to promptly update such information in the event it changes; and (2) to pay any applicable license fees or other fees incurred by your use of the Passcode Protected Product.

With respect to the online registration for subscribing you agree to a recurring monthly charge on your credit card until canceled by you upon 30 days written notice to GSI Compass.

Termination and Interruption of Access

You acknowledge and agree that GSI Compass may interrupt, terminate, discontinue, or block your access to the Product or portions thereof at any time, subject to the terms of any License Agreement in place between you or your company and GSI Compass. GSI Compass reserves the right to terminate or suspend your use of a GSI Compass service or to terminate your License Agreement upon a good faith determination of a violation of the terms of any material provision of any other agreement between the parties or their affiliates. In the event such suspension or termination occurs, you shall cease using any portion of the Product, permanently delete or destroy all portions of the Product within your possession, custody or control, and, upon written request from GSI Compass, certify, in writing, your compliance with this provision.

If you are a GSI Compass Client, your License Agreement sets forth an initial term that expires on a specified date and that may automatically renew for a specified length. Following the effective date of termination or non-renewal of your License Agreement, you shall cease using any portion of the Product. In addition, you shall permanently delete or destroy all portions of the Product within your possession, custody or control and, upon written request from GSI Compass, certify, in writing, your compliance with this provision.

Confidentiality Within Web Version of MapDrill® 

The documents stored in the “My Survey” section of the GSI MapDrill® service are intended to be confidential. Except as otherwise provided herein, GSI Compass personnel shall not review or disclose to others the documents or other information stored there. Authorized access is designed to be restricted to the Authorized User(s) that store the information there and other users designated by such Authorized User(s) to have access to the information.

Consistent with this goal of confidentiality, in addition to any other right provided for herein, GSI Compass reserves the right to compile statistical information regarding use of various features of this Site and GSI Compass’s services, including the “My Survey” section of MapDrill. GSI Compass also reserves the right for GSI Compass and its contractors to access any portion of its services to perform customer support, product or system development, routine security inspections, to protect against unauthorized use of our products or services, to respond to legal process, or if otherwise required to do so by law.

Submitted Content

This Product may include opportunities for users to submit information, data, text, photographs, images, graphics, messages, links, expressions of ideas and other content to the Product, for it to be publicly displayed on the Product, used by GSI Compass in connection with researching real estate activity, or for some other purpose (“Submitted Content”). GSI Compass acknowledges that if you provide GSI Compass with any information or images, then you retain any applicable ownership rights that you may have with respect to such information and images. However, you understand that all such Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that you, and not GSI Compass, are entirely responsible for all such content that you upload, post, e-mail or otherwise transmit to or via the Product. GSI Compass is under no obligation to post or use any such Submitted Content you may provide and may remove any such content at any time in GSI Compass’s sole discretion.

You agree that GSI Compass may adjust portions of the Information contained within the Product. Any such adjustment will have no material impact on the meaning and interpretation of the Information, but will serve as a means of uniquely identifying the Information as having been supplied to you. You accept that this is a legitimate and lawful security precaution on the part of GSI Compass, and accept further that in the event that any third party has access to Information that can be identified as having your unique adjustments a prima facie breach of security and of these Terms of Use on your part may be assumed by GSI Compass.

With respect to all Submitted Content you elect to upload, post, e-mail or otherwise transmit to or via the Product, you grant GSI Compass and its Licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that GSI Compass may preserve any such content and may also disclose such content in its discretion. The foregoing license is without restrictions of any kind and without payment due from GSI Compass.

You also hereby forever waive and agree never to assert any and all Moral Rights you may have in or with respect to any Submitted Content. “Moral Rights” means any so-called “moral rights” or “droit moraux” or any similar right which you may have in any Submitted Content, existing under judicial or statutory law of any country in the world, or under any treaty. For greater certainty, these so-called “moral rights” or “droits moraux” shall not include the so-called “paternal right”.

You represent and warrant that (a) you own or have the full right, power and authority to grant to GSI Compass use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to or via the Product; (b) your license of such content to GSI Compass hereunder does not, and the use or license of such content by GSI Compass to third parties will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such content.

You acknowledge and agree that your submitting Submitted Content to the Site does not create any new or alter any existing relationships between you and GSI Compass.

GSI Compass has no obligation to monitor or screen Submitted Content and is not responsible for Submitted Content. However, GSI Compass reserves the right, in its sole discretion, to monitor Submitted Content, edit Submitted Content or delete Submitted Content at any time for any reason or no reason.

Map Data

Certain map data, including public transportation information, is other parties, and is used with permission.

Information Regarding Accuracy, Completeness and Timeliness of Information in the Product

The Product is provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance upon the Product shall be at your own risk. Neither we, nor any third party involved in creating, producing or delivering the Product, is responsible if the Product is not accurate, complete or current. Neither we, nor any third party involved in creating, producing or delivering the Product, has any responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the Product.

No Warranties

ALTHOUGH GSI COMPASS ATTEMPTS TO PROVIDE AN ACCURATE PRODUCT, THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. GSI COMPASS (INCLUDING ITS AFFILIATES), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “GSI COMPASS PARTIES”) CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT (I) THE PRODUCT WILL ALWAYS BE ACCURATE, COMPLETE, CURRENT, OR TIMELY; (II) THE OPERATION OF, OR YOUR ACCESS TO, PRODUCT THROUGH THE SITE WILL ALWAYS BE UNINTERRUPTED OR ERROR-FREE; AND/OR (III) DEFECTS OR ERRORS IN THE SITE OR THE PRODUCT, BE THEY HUMAN OR COMPUTER ERRORS, WILL BE CORRECTED.

THE GSI COMPASS PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (4) THE PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY GSI COMPASS PARTY, AND (5) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

ANY RELIANCE UPON THE PRODUCT IS AT YOUR OWN RISK AND THE GSI COMPASS PARTIES MAKE NO WARRANTIES.

GSI COMPASS RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PRODUCT OR ANY FEATURE OR PART THEREOF AT ANY TIME.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE GSI COMPASS PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT. IN ADDITION, IF YOU HAVE NOT PAID ANY FEES TO GSI COMPASS TO ACCESS THE PRODUCT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,

IF YOU DOWNLOAD ANY CONTENT FROM THIS PRODUCT, YOU DO SO AT YOUR OWN DISCRETION AND RISK. NONE OF THE GSI COMPASS PARTIES SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM, RELATING TO OR RESULTING FROM THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE GSI COMPASS PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO GSI COMPASS UNDER THE RELEVANT LICENSE AGREEMENT BETWEEN THE RELEVANT GSI COMPASS CLIENT AND GSI COMPASS DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR THE GSI COMPASS CLIENT OR ANY OTHER PARTY FOR ANY APPLICABLE DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE GSI COMPASS PARTIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, BASED ON, OR RESULTING FROM, OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF GSI COMPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.

NONE OF THE GSI COMPASS PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND GSI COMPASS’S CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE GSI COMPASS PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN GSI COMPASS AND YOU. THE PRODUCT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GSI COMPASS THROUGH THE PRODUCT CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

User Data

If you create any settings, surveys, fields or functions in the Product or input, add or export any data into or from the Product (collectively, the “User Data”), none of the GSI Compass Parties shall have any liability or responsibility for any of such User Data, including the loss, destruction or use by third parties of such User Data. It is your responsibility to make back-up copies of such User Data.

Your Liability

If you cause a technical disruption of the Product, you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys’ fees, fines, and costs of enforcement) arising from or related to that disruption. Upon your breach of any term of these Terms of Use or a separate License Agreement, GSI Compass’s remedies shall include any damages and relief available at law or in equity as well as interruption and/or termination of your access to the Product or any portion thereof and permanent deletion or destruction of all portions of the Product within your possession, custody or control. If GSI Compass retains any third party to obtain any remedy to which it is entitled under these Terms of Use or a separate License Agreement, GSI Compass shall be entitled to recover all costs, including attorney’s fees or collection agency commissions, GSI Compass incurs.

Indemnity

You agree to indemnify, defend, and hold harmless the GSI Compass Parties from and against any third party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys’ fees), arising out of or relating to your (and your users’) Submitted Content, use or misuse of any portion of the Product, or your violation of these Terms of Use or a separate License Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim or demand. GSI Compass and any third party involved in creating, producing, or delivering the Product reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of GSI Compass and any such third party.

Privacy

GSI Compass is committed to respecting the privacy of your personal information in connection with your use of this Site. We take great care to keep your personal information confidential and secure. However, the Internet is not a totally secure medium of communication. For this reason, we cannot guarantee the privacy of any information you input on this site, send to us, or request be delivered to you on the Internet. GSI Compass will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information.

Use of the Product is subject to GSI Compass’s Privacy Policy, located at www.MapDrill.com, which is hereby incorporated into, and made part of, these Terms of Use. GSI Compass reserves the right, and you authorize us, to use the Product and any and all other personal information provided by you in any manner consistent with our Privacy Policy.

GSI Compass conducts product research using professional researchers conducting phone interviews of commercial real estate market participants and their agents. By using GSI Compass’s services and agreeing to these terms of use, you consent to the recording of your telephone or other communications with GSI Compass representatives, including research, customer service and sales personnel, for training, quality assurance and archival purposes.

Trademarks

The Product employs various trademarks and service marks of GSI Compass and of other third parties. All of these trademarks and service marks are the property of their respective owners. You agree not to use or display them in any manner without the prior written permission of the applicable trademark owner.

Procedure for Making Notification of Claims of Copyright Infringement

GSI Compass respects the intellectual property of others, and we ask those posting or transmitting any content to or through this Site to respect copyright law. It is the policy of GSI Compass to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use this Product by individuals or entities that repeatedly submit infringing content in violation of these Terms of Use. If you believe that your work has been copied and is available on this Site or our other online services in a way that constitutes copyright infringement, you may notify GSI Compass according to the notice requirements of the Digital Millennium Copyright Act and any other applicable law.

Ownership

You acknowledge that GSI Compass and its licensors have and shall retain exclusive ownership of all proprietary rights in or to the Product, including all Canadian and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of the Product except the right to use the Product as set forth in these Terms of Use and, if you are a GSI Compass Client, your License Agreement. You acknowledge that the Software, Database, Content, Information, Passcode Protected Product, Non-Passcode Protected Product, and Product constitute the valuable property and confidential copyrighted information of GSI Compass and its licensors (collectively, the “Proprietary Information”). You agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge GSI Compass’s and its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure or rights management information included in the Product. You shall be liable for any violation of the provisions of these Terms of Use and, if applicable, the License Agreement by your employees, Independent Contractors, affiliates and agents and for any unauthorized use of the Product by such persons.

NOTICE — U.S. Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States

This Site contains commercial technical data and computer software that have been privately developed and are normally vended commercially under a license or lease agreement restricting their use, disclosure and reproduction. In accordance with FAR 12.211, 12.212, 27.405(b)(2) and 52.227-19 and DFARS 227.7202, 227.7102 and 252.227-7015, as well as other applicable supplemental agency regulations, use, reproduction, disclosure and dissemination of this commercial technical data and computer software are governed strictly in accordance with GSI Compass’s commercial license agreements, including these Terms of Use.

Export Restrictions

This Site is controlled and operated by GSI Compass from its offices within the United States. GSI Compass makes no representation that any portion of the Product or other material accessed through this Site is appropriate or available for use in other locations, and access to them from other countries where their contents are illegal is prohibited. Those who choose to access the Product or the Site from other locations do so on their own volition and are responsible for compliance with applicable local laws. You may not export or re-export any portion of the Product except in full compliance with all applicable laws and regulations, this Terms of Use, and, if applicable, the associated License Agreement. In particular, no portion of the Product may be exported or re-exported in violation of the sanctions, export control laws and regulations of any applicable country, or exported or re-exported into (or to a national or resident of) any country to which the United States embargoes goods, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.

Sweepstakes

From time to time, GSI Compass conducts sweepstakes that entitle the winners to prizes. Each sweepstakes has its own terms and conditions, set forth in the “official rules” for that sweepstakes.

Jurisdiction

GSI Compass is headquartered in the Washington State of the United States. These Terms of Use and your use of this Product shall be governed by the laws of the Washington State without regard to its conflicts of laws principles. Unless otherwise agreed to in writing, the federal and state courts located in the Washington State shall be the exclusive jurisdiction for any action brought against GSI Compass in connection with these Terms of Use or use of the Product. You irrevocably consent to the jurisdiction and venue of the federal and state courts located in the Washington State, and to the jurisdiction of the federal, provincial and/or state courts located in any State or Province where you are located, for any action brought against you in connection with these Terms of Use or use of the Product. All disputes arising outside of the United States shall be settled by arbitration held in London, England and in accordance with the Rules of Arbitration and Conciliation of the International Chamber of Commerce. All arbitrators shall be fluent in English and all documents submitted in connection with the arbitration shall be in English. Judgment upon an arbitration award may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement. If any material in this Product, or your use of the Product, is contrary to the laws of the place where you are when you access it, or if GSI Compass is not Licensed as required by applicable laws or regulations in such locale, the Product is not intended for you, and we ask you not to use the Product. You are responsible for informing yourself of, and complying with, the laws of your jurisdiction.

Modifications to Product; Changes to these Terms

GSI Compass is continuously updating and changing the Product, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice. You agree that GSI Compass shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Product (or any part thereof). Additionally, we reserve the right, in our complete and sole discretion, to change these Terms of Use at any time by posting revised terms on the Product. It is your responsibility to check periodically for any changes we may make to the Product and these Terms of Use. Your continued use of this Product following the posting of changes to these terms or other policies means you accept the changes.

Termination

The restrictions imposed on you with respect to information or materials viewed and/or downloaded in respect of the Product and the disclaimers and the limitations of liabilities set forth above shall survive termination or suspension of these Terms of Use for any reason.

Miscellaneous

These Terms of Use contain the entire understanding of the parties with respect to the Product and supersede any prior oral or written statements and documents with respect to such subject matter, provided that these Terms of Use do not supersede any written License Agreement between the parties. Your obligations hereunder are binding on your successors, legal representatives and assigns. You may not assign or transfer (by operation of law or otherwise) these Terms of Use or any portion hereunder, in whole or in part, without the prior written consent of GSI Compass. In the event any portion of these Terms of Use not being of a fundamental nature is held to be invalid, illegal or unenforceable, such part shall be deemed severed from these Terms of Use without invalidating the remaining provisions of these Terms of Use or affecting the enforceability of such remaining provisions. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision. Any consent by GSI Compass to, or waiver of, a breach of a right, term or provision of these Terms of Use, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach. Headings are for reference only. The use of and access to the Product is available only to individuals who can enter into legally binding contracts under applicable law. All notices to GSI Compass pertaining to these Terms of Use will be in writing, mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight United States, Canadian or other international carrier, delivered to GSI Compass, Inc., 1980 112th Avenue NE, Suite 210, Bellevue, WA 98004, attention: General Counsel.

 

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Last revised October 22, 2019

 

 

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