Home Buyers Marketing, Inc.:
1. Term. This Website Use Agreement (“Agreement”) is between you and Home Buyers Marketing, Inc., (hereinafter referred to as “HBM”), and its affiliated companies, including Home Buyers Marketing II, Inc., a licensed real estate company (“Affiliated Companies”), and takes effect when you click the “Agree and Continue” button. You recognize that certain provisions of this Agreement will also be enforceable by HBM’s Affiliated Companies. This Agreement will remain in effect until it is terminated by either of us via e-mail. You may terminate this Agreement at any time by sending an e-mail to email@example.com.
2. Communication. You agree that HBM may (a) contact you by telephone or e-mail as the need arises and (b) provide your name, address, e-mail address, phone number and other contact and business information to selected home buyers, real estate agents, lenders, other strategic business partners, and other consumers.
3. Home Buyers Scouting Report®. As a Loan Officer, you will help prospective home buyers determine a comfortable payment and price range to enable them to search for and buy a home through the Home Buyers Scouting Report®. The Home Buyers Scouting Report® is a free home-finding service offered to home buyers by Home Buyers Marketing II, Inc. (“HBM II”), a licensed real estate company. The Home Buyers Scouting Report® provides information to prospective home buyers on properties listed for sale as part of its ordinary real estate practice of providing ready, willing and able home buyers for MLS property listings. The Home Buyers Scouting Report® is a FREE real estate service provided solely to home buyers by HBM II, and you will not have any right to access, view or receive the Home Buyers Scouting Report® or any MLS information. You agree you will not: (a) charge anyone for any of the real estate services provided by HBM II; (b) represent yourself or anyone else to be the owner or provider of any of the real estate services of HBM II including the Home Buyers Scouting Report®; (c) represent to anyone that you have any access to the Home Buyers Scouting Report® or any of the displayed real estate listings; (d) provide any person with your password or access to this Website; or (e) submit for enrollment anyone to receive the real estate services of HBM II who is not a ready, willing, and able buyer for the properties presented by HBM II as “for sale” to a prospective homebuyer.
4. Promotion. You and HBM agree to promote each other’s business services. After you provide HBM with information about a prospective home buyer, including his/her price range for a new home, HBM or HBM II will, upon receiving the written approval from that home buyer, electronically market your lending services to that prospective home buyer by providing your business card and a link to your personal website. HBM will provide you with periodic activity reports for that prospective home buyer. HBM may also market your lending services to other business partners you are working with.
5. Intellectual Property. You will have a limited right to use the HBM Intellectual Property when you are granted access to this Website. The HBM Intellectual Property will mean the Intellectual Property owned by or licensed to HBM and its Affiliated Companies. You will only have the right to use the HBM Intellectual Property as provided for in this Agreement and you agree not to provide any person with your password or access to this Website or use any HBM Intellectual Property for any personal, business, or other use except as expressly set forth in this Agreement or as approved by HBM in writing. You agree that you will not disclose, copy, upload, reproduce, decompile, transfer, modify, use, publish, display, reverse engineer, recreate, duplicate, resell, distribute, convert or exploit any HBM Intellectual Property except as expressly authorized in this Agreement or by HBM in writing. HBM Intellectual Property will mean all of the following that are owned by or licensed to HBM or any of its Affiliated Companies: (a) patents, including without limitation originals, divisionals, continuations, continuations-in-part, extensions, foreign applications, utility models and reissues, and patent applications (“Patents”); (b) works of authorship, compilations and other copyrighted materials, including all copyright registrations and applications (“Copyrighted Works”); (c) trade secrets; (d) trademarks, service marks, trade names, commercial symbols, logos, trade dress and tag lines including all trademark and service mark registrations and applications (“Trademarks”); (e) software programs, software source and object codes, password-protected websites, graphical user interfaces, look and feel, functionality, proprietary technology and all related documentation (“Technology”); and (f) all other proprietary and property rights, including without limitation all common law rights and moral rights. You agree and acknowledge that all content on this Website and all other websites of HBM and its Affiliated Companies constitute HBM Intellectual Property, including text, graphics, layout, functionality, images, illustrations, and audio and video clips, which are protected by copyrights, trademarks, services marks and other property rights of HBM and its Affiliated Companies (which are governed by United States and international copyright laws and other federal, state, and international laws, regulations and statutes). You will not display or use any of the HBM Intellectual Property, including the service mark Home Buyers Scouting Report®, on your website or in any other written or electronic form without the written permission of HBM, except as provided for on the MARKETING TOOLS page of this Website. You will have no rights or interests in any of the HBM Intellectual Property.
6. Confidential Information. You will have a right to access and use HBM Confidential Information when you are granted access to this Website. HBM Confidential Information will mean the Confidential Information owned by or licensed to HBM or its Affiliated Companies. You will only have the right to use the HBM Confidential Information as provided for in this Agreement or as approved by HBM in writing and you agree not to provide any person with your password or access to this Website or use any HBM Confidential Information for any other purpose. You agree that you will not disclose, copy, reproduce, upload, decompile, transfer, modify, use, publish, display, reverse engineer, recreate, duplicate, resell, distribute, convert or exploit any HBM Confidential Information except as expressly authorized in this Agreement or as approved in writing by HBM. HBM Confidential Information will mean and include (a) this password-protected Website and all web pages and all other password-protected websites and web pages designed, created and developed by HBM or its Affiliated Companies, including all passwords, content, text, information, images, links, color schemes, graphics, images, illustrations, layout, look and feel, audio and video clips, metrics, methodology, programs, and functionality; (b) business information, business development concepts and systems, business practices, “know how,” techniques, devices, formulas, procedures, methods of operation and processes of HBM and its Affiliated Companies; (c) all marketing programs and methods of HBM and its Affiliated Companies; (d) the manner, protocol, and/or method developed or utilized by HBM and its Affiliated Companies to market home mortgage lenders and loan officers to Home Buyers and strategic business partners; (e) proprietary information developed, created or owned by HBM and its Affiliated Companies; (f) trade secrets; (g) proprietary databases and related data, computer processes, computer systems, computer software programs, graphical user interfaces, methods of operation, processes, procedures, techniques and know-how embodied in or generated by the software, and all source or object codes for all computer software programs invented, developed, created, licensed and/or owned by HBM and its Affiliated Companies (excluding commercially available off-the-shelf third-party software programs); (h) all Copyrighted Works that have not been publicly disclosed by HBM and its Affiliated Companies; and (i) all of the sales processes, sale practices and training curriculum of HBM and its Affiliated Companies, including but not limited to, the “800 Call Capture Center”, the “Agent Focus Meeting”, the “Agent Activation Meeting”, and the “Online Multi-Party Customer Contact Management/Conversion System.”
7. No Warranty. You are provided access to the HBM Technology and other HBM Intellectual Property on an “AS IS” and “AS PROVIDED” basis. HBM, ITS AFFILIATED COMPANIES AND ITS SUPPLIERS MAKE NO, AND SPECIFICALLY DISCLAIM ANY, WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USE OR OTHERWISE, WITH RESPECT TO ANY TECHNOLOGY, TRADEMARKS, COPYRIGHTED WORKS, CONFIDENTIAL INFORMATION OR OTHER INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE TECHNOLOGY. HBM, ITS AFFILIATED COMPANIES AND ITS SUPPLIERS MAKE NO WARRANTY THAT OPERATION OF THE TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND MAKE NO WARRANTY REGARDING ANY SERVICES OR RESULTS OBTAINED THROUGH USE OF THE TECHNOLOGY OR ANY TRANSACTIONS ENTERED INTO THROUGH USE OF THE TECHNOLOGY.
8. Limitation of Liability. IN NO EVENT WILL HBM, ITS AFFILIATED COMPANIES OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER OR FOR ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, OR FOR ANY LOST PROFITS OR LOST SAVINGS ARISING OUT OF, RELATING TO OR RESULTING FROM THIS AGREEMENT, THE TECHNOLOGY, THE USE OR INABILITY TO USE THE TECHNOLOGY, ANY SERVICES OBTAINED OR TRANSACTIONS ENTERED INTO PURSUANT TO THIS AGREEMENT, ANY LOSS OR UNAUTHORIZED ALTERATION OF ANY DATA, OR ANY UNAUTHORIZED ACCESS TO ANY DATA. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW EVEN IF HBM, ITS AFFILIATED COMPANIES AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS OR COSTS. IF HBM, ITS AFFILIATED COMPANIES OR ITS SUPPLIERS BREACH THIS AGREEMENT, OR IF YOU ARE DISSATISFIED IN ANY RESPECT WITH THE SERVICES PROVIDED BY HBM, ITS AFFILIATED COMPANIES OR ANY SUPPLIER PURSUANT TO THIS AGREEMENT, THEN YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO TERMINATE THIS AGREEMENT AND CEASE USING THE WEBSITE. YOU AGREE TO INDEMNIFY HBM AND ITS AFFILIATED COMPANIES FOR ALL DAMAGES IT MAY SUSTAIN, INCLUDING ATTORNEY’S FEES, AS A RESULT OF ANY THIRD-PARTY ACTIONS ARISING AS A RESULT OF YOUR NEGLIGENCE, MISFEASANCE OR NONFEASANCE. HBM is acting on behalf of its Affiliated Companies and suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided for in this Agreement, but in no other respects and for no other purpose.
9. Dispute Resolution; Governing Law. This Agreement will be governed in all respects by the laws of the State of Minnesota. Except where either you, HBM or any of its Affiliated Companies are seeking injunctive relief, all controversies arising from, as a result of or under this Agreement will be resolved by neutral binding arbitration conducted by the National Arbitration Forum, P.O. Box 50191, Minneapolis, Minnesota 55405 (www.arb-forum.com) in accordance with its Code of Procedure in effect at the time of filing. All arbitration hearings and any court proceedings, including injunctive actions, will be held exclusively in Hennepin County, Minnesota, and you, HBM, and its Affiliated Companies hereby expressly consent to personal jurisdiction and venue in Hennepin County, Minnesota. This Agreement will be governed by and subject to the Federal Arbitration Act.
10. Miscellaneous. If you are found to be in violation of the terms of this Agreement, your access to this Website may be temporarily or permanently disabled and you may be held liable for all expenses and damages, including court costs and attorneys’ fees, incurred by HBM or any of its Affiliated Companies caused by your failure to abide by the terms and conditions of this Agreement. HBM and/or its Affiliated Companies will have the right to seek injunctive relief without the posting of any bond or security for a violation of Paragraphs 3, 5 and 6 by you in addition to all remedies under this Agreement or as provided by law. The provisions of Paragraphs 5 through 10 will survive the termination of this Agreement.