By accessing, viewing, downloading or otherwise using Top Agent Network or any webpage or feature available through Top Agent Network, any information provided as part of the Top Agent Network services, or any related emails, newsletters or services (hereinafter collectively “Top Agent Network” or the “Services”), or by clicking “Join Top Agent Network” or similar during the registration process, you are entering into a legally binding agreement with Top Agent Network Inc., One Sansome Street, Suite 3500, San Francisco, CA 94104 (“we”) based on the terms of this Top Agent Network User Agreement (“Agreement”) and become a Top Agent Network user (“User”). If you are using Top Agent Network on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not enter into this Agreement, do NOT click “Join Top Agent Network” or similar and do not access, view, download or otherwise use any Top Agent Network webpage, information or services. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions.
Comply with laws and the Agreement: You must comply with all applicable laws, the Agreement, as may be amended, and the following terms, which are incorporated into this Agreement:
License and warrant your submissions: You do not have to submit anything to us, but if you choose to submit something (including any User generated content, ideas, concepts, techniques and data), you must grant, and you actually grant by concluding this Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royaltyfree right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform Top Agent Network in the event that any such information has changed since your registration with Top Agent Network and, if appropriate, you agree to make such modifications yourself to your profile.
Prior to joining Top Agent Network, you must consider and decide, yourself, the extent to which you wish to reveal information to the local community of Top Agent Network Users and to Top Agent Network and you must not communicate to Top Agent Network and its Users any information the dissemination of which could be harmful to you or your clients.
Keep your password secure: Keep your password confidential, do not use other Users’ accounts and do not let others use your account; you are responsible for anything that happens through your account — until you notify us of a breach (email@example.com), close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your Top Agent Network account or any information therein to another party or charging anyone for access to any portion of Top Agent Network, or any information therein.
Indemnify us: You have to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (b) any content you submit to Top Agent Network or (c) any activity in which you engage on or through the Top Agent Network.
Pay: If you subscribe to any services that we offer for a charge, you will pay the applicable fees as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.
Abide by the Usage Rules: Abiding by the Usage Rules is a condition of membership.
Content: All postings, messages, text, files, images, photos, video, sounds, or other materials (“Content”) posted on, transmitted through, or linked from the Service, are the sole responsibility of the person from whom such Content originated. Top Agent Network does not control, and is not responsible for Content made available through the service, and that by using the service, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Top Agent Network does not pre-screen or approve Content, but that shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via Top Agent Network.
Abide by your MLS, brokerage and association rules: You must abide by all rules and procedures of any brokerage, realtor association and/or Multiple Listing Service to which you belong. Top Agent Network is not responsible for policing your actions relative to these rules and procedures.
Notify us of acts contrary to the Agreement: If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory laws, you agree to provide us with detailed, 30 days prior written notice before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.
Premium Services: If you have access to any Top Agent Network’s Premium Services, this User Agreement applies to your use of such services.
Mobile Services: Certain parts of the Service may be available via your mobile phone or accessible on your mobile phone through a downloadable application (“Mobile Services”). In using Mobile Services, you agree that we may communicate with you regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In addition, use of the Mobile Services may cause icons and data to be displayed on and through your mobile device, which data may be updated on a periodic basis by connecting to and transferring data from servers through the Internet and/or communication systems to provide content updates and to populate your mobile device with new information. By using Mobile Services, you hereby explicitly agree to the foregoing service functionality. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Top Agent Network account information to ensure that your messages are not sent to the person that acquires your old number. Use of the Mobile Services may result in charges imposed by your wireless provider and you will be responsible for such charges. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. Finally, by using any downloadable application to enable your use of the Mobile Services, you are explicitly confirming your acceptance of the terms of the mobile End User License Agreement provided at download.
Forums: Top Agent Network may include various forums where you can post your observations and comments on designated topics. Top Agent Network cannot guarantee that other members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. TOP AGENT NETWORK AND THE TOP AGENT NETWORK AFFILIATES ARE NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY WAY ON TOP AGENT NETWORK.
Export Control: Your use of Top Agent Network services, including its software, is subject to export and reexport control laws and regulations, including the the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining any required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
As long as Top Agent Network continues to offer services, Top Agent Network shall provide (and seek to update, improve and expand, in similar and different new ways) the Top Agent Network platform and service with the purpose of providing all members with professional networking connectivity, through Top Agent Network’s proprietary tools, rules and protocols which Top Agent Network may update, improve, discontinue and change at any time, at Top Agent Network’s sole discretion.
Any other use of Top Agent Network is strictly prohibited and is a violation of this Agreement.
We allow you to access Top Agent Network as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Top Agent Network, partially or entirely, or to charge and modify prices for Top Agent Network. All of these changes shall be effective upon their posting on our site or by email communication to you. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Top Agent Network and all related items.
Top Agent Network reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice. For avoidance of doubt, Top Agent Network has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.
Top Agent Network may include or automatically produce links to third party web sites (“Third Party Sites”). Top Agent Network is not responsible for and does not endorse any advertising, products or other materials on or available from such web sites or resources. Top Agent Network may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). If you decide to leave Top Agent Network and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from Top Agent Network or relating to any applications you use or install from the site.
Top Agent Network enables certain third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by Top Agent Network and its users and/or that retrieve authorized data from third-party sites for use through the Service (“Platform Applications”).
Platform Developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using their respective Platform Applications.
You acknowledge and agree that we may send you important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Top Agent Network, the Top Agent Network Affiliates, its Users and the public.
You are solely responsible for your interactions with other members. Top Agent Network reserves the right, but has no obligation, to monitor disputes between you and other members and to terminate your account if Top Agent Network determines, in its sole discretion, that doing so is prudent.
DO NOT RELY ON TOP AGENT NETWORK, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR TOP AGENT NETWORK AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY TOP AGENT NETWORK OR ANYTHING RELATED TO TOP AGENT NETWORK, YOU MAY LEAVE TOP AGENT NETWORK AND TERMINATE THE AGREEMENT IN ACCORDANCE WITH SECTION 6 HEREOF AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
TOP AGENT NETWORK IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH TOP AGENT NETWORK TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.
TOP AGENT NETWORK DOES NOT GUARANTEE THAT THE SERVICES WHICH IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THEIR OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. TOP AGENT NETWORK DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, TOP AGENT NETWORK DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE TOP AGENT NETWORK SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO TOP AGENT NETWORK.
Neither Top Agent Network Inc. nor any of its subsidiaries, affiliated companies, employees, shareholders, or directors (“Top Agent Network Affiliates”) shall be liable for (1) any damages in excess of five times the most recent monthly fee that you paid for a premium account, if any, or $100, whichever amount is greater, or (2) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Top Agent Network even if Top Agent Network is aware or has been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall:
You may terminate this Agreement, for any or no cause, at any time, with notice to Top Agent Network which shall be effective upon Top Agent Network processing such notice. Top Agent Network may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. For avoidance of doubt, your access to any Premium Services may be terminated only by Top Agent Network or the party paying for such services. Termination of your Top Agent Network account includes disabling your access to Top Agent Network (including any content you submitted or others submitted) and may also bar you from any future use of Top Agent Network.
In furtherance and without limiting the foregoing, Top Agent Network has adopted a policy of terminating, in appropriate circumstances and at Top Agent Network’s sole discretion, members who are deemed to be repeat infringers under the United States Copyright Act. Top Agent Network may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Upon termination, you lose access to Top Agent Network. The terms of this Agreement shall survive any termination, except Sections 2 and 3 hereof.
Choice of Law: The Agreement and any disputes with us or any Top Agent Network Affiliate arising out of or relating to the Agreement or Top Agent Network (“Disputes”) shall be governed by California law.
Agreement to Arbitrate and Pay Attorneys’ Fees: Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in San Francisco, California, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration fees and reasonable attorneys’ fees of both parties to be borne by the party that ultimately loses.
Exception from Arbitration Agreement: Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.
Refundable Fee Advances for Consumers: If you are involved in a Dispute as a consumer without any commercial interests related to the Dispute, we will agree to conduct arbitration proceedings in a major City in your State if travel to California would constitute an undue burden for you, and we will advance any arbitration fees that exceed what you would have had to pay for court proceedings (if you substantiate and represent to us in a written statement what court proceedings would have cost) provided that you shall refund such amounts if we ultimately prevail in the arbitration.
Severability: If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement.
Notices: We may notify you via postings on www.topagentnetwork.com, and via email or any other communications means to contact information you provide to us. You may also notify us via email at firstname.lastname@example.org or via mail or courier at Top Agent Network Inc., Attn: Legal Department, One Sansome Street, Suite 3500, San Francisco, CA 94104 USA; any notices that you provide without compliance with this Section on Notices shall have no legal effect.
Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.Top Agent Network.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 7 hereof.
No informal waivers, agreements or representations: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Top Agent Network Affiliate shall be deemed legally binding on any Top Agent Network Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Top Agent Network.
No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.
Beneficiaries: Top Agent Network Affiliates are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.
Assignment and Delegation: You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to you, Top Agent Network Inc. for any third party that assumes our rights and obligations under this Agreement.
As a condition to access Top Agent Network, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts:
Subject to the provisions contained in the following paragraph and irrespective of legal grounds, Top Agent Network is liable only for damages resulting from the intentional misconduct or gross negligence of Top Agent Network, its legal representatives, employees or authorized agents (“Agents”).
For damages resulting from the gross negligence of Top Agent Network or its Agents, liability is limited to damages commonly associated with the agreement in question. For damages caused by Top Agent Network or its Agents in the absence of intentional misconduct or gross negligence, Top Agent Network’s liability is limited to the extent that violations extend to obligations the satisfaction of which is of critical importance to the achievement of the respective agreement’s purpose (cardinal obligation). In the event that a cardinal obligation is violated by way of light negligence, liability is limited to damages commonly associated with the agreement in question. The above limitation of liability does not affect liability as prescribed by the German Product Liability Act or for damages from (i) injuries to life, body and health, or (ii) the assumption of a guarantee or procurement risk. To the extent that Top Agent Network’s liability is excluded or limited under the foregoing provisions, such provisions also operate to the benefit of Top Agent Network Agents in cases in which a User sues Top Agent Network Agents directly.
In case you download certain software provided by Top Agent Network, you are only entitled to decompile the Software under the rules provided in Sec. 69e Copyright Act (Urhebergesetz) and only after Top Agent Network has not provided the necessary information and data for allowing to establish interoperability with third party hard- or software after a written request within an adequate timeframe.