Welcome to IdealSpot.com, provided by IdealSpot, Inc. (“IdealSpot”). By using IdealSpot’s Web sites (defined to include all properties (mobile, Web or otherwise) owned and operated by IdealSpot), related data, and/or related services (collectively, “Services”), you agree to be bound by the following terms of use, as updated from time to time (“Terms of Use”).

Restrictions and Additional Terms. You agree not to remove or modify any copyright or other intellectual property notices that appear in the Services. You will not use the Services for resale. Further:

Permissible Use. Unless you are a commercial real estate or lending professional acting in your professional capacity, you agree to use the Services for your personal/company use, and your commercial use is limited to transactions done on your or your companies behalf. The commercial use of commercial real estate and lending professionals is limited to providing information to consumers via the Services or, where authorized, taking actions on behalf of a consumer client. Subject to the restrictions set forth in the following paragraphs, you may copy information from the Services only as necessary for your use to view, save, print, fax and/or e-mail such information. You agree otherwise not to reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble or reverse engineer any portion of the Services.

Acceptable Use. You agree not to use the Services in any way that is unlawful, or harms IdealSpot, its service providers, suppliers or any other user. You agree not to distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services. You agree not to impersonate another person or misrepresent your affiliation with another person or entity. Except as expressly stated herein, these Terms of Use do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party Web sites or otherwise. Except as expressly stated herein and without limitation, you agree that you will not, nor will you permit or encourage any third party to, reproduce, publicly display, or otherwise make accessible on or through any other Web site, application, or service any reviews, ratings, and/or profile information about commercial commercial real estate, lending, or other professionals, underlying images of or information about commercial commercial real estate listings, or other data or content available through the Services.

Automated Queries. Automated queries (including screen and database scraping, spiders, robots, crawlers and any other automated activity with the purpose of obtaining information from the Services) are strictly prohibited on the Services, unless you have received express written permission from IdealSpot. As a limited exception, publicly available search engines and similar Internet navigation tools (“Search Engines”) may query the Services and provide an index with links to the Services’ Web pages, only to the extent such unlicensed “fair use” is allowed by applicable copyright law.

Google Maps/Mapbox/Leaflet/OpenStreetMap. Some of the Services implement the Google Maps/Mapbox/Leaflet/OpenStreetMap web mapping services. Your use of these services is subject to their terms of use, located at http://www.google.com/intl/en_us/help/terms_maps.html , https://www.mapbox.com/tos/ ,  http://leafletjs.com/, https://www.openstreetmap.org, .

Materials You Provide; Account Use; Privacy; Third Party Web Sites. For materials you post or otherwise provide to IdealSpot in connection with the Services (your “Submission”), you grant IdealSpot an irrevocable, perpetual, royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Submission, in connection with the Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. IdealSpot will not pay you for your Submission or to exercise any rights related to your Submission set forth in the preceding sentence. IdealSpot may remove or modify your Submission at any time. For each Submission, you agree to provide accurate and complete information and represent that you have all rights necessary to grant IdealSpot the rights in this paragraph and that the Submission complies with Section (a) above. You are solely responsible for all Submissions made through your IdealSpot user account or that you otherwise make available through the Services.You may not share your IdealSpot user account with others. You are responsible for all actions taken via your account. IdealSpot will treat your use of the Services in accordance with its Privacy Policy. Certain IdealSpot functionalities may involve the distribution of your Submission to third party Web sites over which IdealSpot has no control. IdealSpot is not responsible for and makes no warranties or representations pertaining to these third party Web sites, including but not limited to the content, availability, or functionality of such Web sites. You are responsible for ensuring that your Submission complies with the terms of use associated with any such third party Web site and you understand that your Submission and your use of a third party Web site will be treated in accordance with that third party Web site’s own privacy policy.

Disclaimer. The materials on IdealSpot’s website are provided “as is.” IdealSpot makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, IdealSpot does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.

Advertising. IdealSpot’s business is partly funded through advertising. You understand and agree that the Services may include advertisements, and that these are necessary to support the Services. To help make the advertisements relevant and useful to you, IdealSpot may serve advertisements based on the information we collect from you or in relation to your interaction on our site. See the Privacy Policy for more details.

The Role of IdealSpot. IdealSpot does not act as a commercial real estate agent for you or any other user. IdealSpot does not sell, buy, or negotiate the purchase, sale, or exchange of real property. Further, IdealSpot does not lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property.

Software. The Services may include software for use in connection with the Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then IdealSpot grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Services and in accordance with these Terms of Use.

Linked Materials and Third-Party Materials. The Services include links to third-party products, services and Web sites, as well as materials provided by third parties. IdealSpot does not endorse, and takes no responsibility for such products, services, Web sites, and materials. You understand that IdealSpot has no obligation to, and generally does not, approve or monitor materials provided by third parties through the Services. Your dealings with any third party arising in connection with the Services are solely between you and such third party, and IdealSpot takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

Claims of Copyright Infringement. IdealSpot respects the intellectual property rights of others, and asks that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify IdealSpot’s copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

1. Identification of the copyrighted work that you claim has been infringed;
2. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;
3. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
4. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Notices of copyright infringement claims should be emailed to:

DMCA_notice_email@IdealSpot.com

If you give notice of copyright infringement by text e-mail, IdealSpot’s copyright agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

Intellectual Property. The Services are the property of IdealSpot, and subject to the intellectual property rights of IdealSpot and its licensors. ©2014-2019 IdealSpot, Inc. All rights reserved. You may not use any of IdealSpot’s trademarks as part of your screen name or email address on the Services. The names of actual companies, products, and services mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

IdealSpot does not assert copyright or grant any rights to the underlying images or descriptions of commercial real estate listings provided through the Services. Any use of these images and descriptions is subject to the copyright owner’s permission and/or the requirements of applicable law.

NO WARRANTY. IDEALSPOT PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEALSPOT AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. IDEALSPOT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

LIABILITY LIMITATION; EXCLUSIVE REMEDY. IN NO EVENT WILL IDEALSPOT OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY SET FORTH BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST IDEALSPOT OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

Changes; Discontinuance. IdealSpot reserves the right to change these Terms of Use at any time in its sole discretion. Any changes will be effective immediately upon posting the revised version of these Terms of Use to IdealSpot’s Web sites. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. You are responsible for regularly reviewing these Terms of Use. IdealSpot may alter, suspend or discontinue the Services at any time to you and/or to others, without notice.

Choice of Law; Disputes. These Terms of Use are governed by the laws of the State of Texas, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Travis County, Texas for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

Indemnification. You agree to defend and hold IdealSpot, its affiliates, and their respective directors, officers, employees, and agents harmless from any and all claims and demands made by any third party due to or arising out of your breach of these Terms of Use, your use of the Services, your violation of any law or the rights of a third party, or any Submission made through your IdealSpot user account or that you otherwise make available through the Services.

Release. You release IdealSpot, its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

General. You agree not to export from anywhere any part of the Services provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. All Services used by the U.S. Government are provided with the commercial license rights described herein. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. IdealSpot may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Service. IdealSpot’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use constitute the entire agreement between you and IdealSpot with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and IdealSpot with respect to the Services. The following sections of these Terms of Use shall survive any termination of these Terms of Use: 3, 11, 12, 13, 15 through 18.


Subscriber Agreement

If purchasing the service on behalf of an entity, I represent that I am a duly authorized representative of the entity shown under “Company Name.” If I am representing a corporation, I acknowledge that the execution of this Agreement has been authorized by all necessary corporate actions.

1. TERMS AND CONDITIONS –The Terms and Conditions are incorporated herein, and Subscriber acknowledges that Subscriber has been given the opportunity to read, understand and agree to the Terms and Conditions and agree to be bound by such Terms and Conditions.
2. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic delivery will be effective as delivery of a manually executed counterpart of this Agreement.

2. DEFINITIONS
2.1. Access Code: The log in code and password combination assigned to each User allowing access to the IdealSpot Service.
2.2. IdealSpot Platform: The Application and the Database Content that is available as part of the IdealSpot Service.
2.3. IdealSpot Application: IdealSpot’s proprietary software application used to provide the IdealSpot Service.
2.4. IdealSpot Service: IdealSpot’s standard web-based commercial real estate service offered by IdealSpot that provides subscribers a means to analyze commercial real estate site selection content.
2.5. Database Content: Local market data including but not limited to: demographics, traffic counts, demand data, spending data, psychographic data, others.
2.6. Users: Those designees of Subscriber with Access Codes registered to access the IdealSpot.

3. FEES AND PAYMENT
3.1. To the extent that the Subscription Fees for the IdealSpot Service are quoted as a monthly rate, Subscriber will be invoiced (sent electronically) in advance for such Subscription Fees. All fees are non-refundable.
3.2. If IdealSpot terminates this Agreement pursuant to Section 4.2 or 4.3 of this Agreement, all fees due by Subscriber through the end of the current term are accelerated and immediately due and payable.
3.3. The Monthly Subscription Rate for any Renewal Term may be changed by IdealSpot by providing Subscriber with written notice of such change at least ninety (90) days prior to the end of the then current Term. IdealSpot will directly bill Subscriber for all of its Users.
3.4. Subscriber shall, in addition to paying its Subscription Fees, pay all sales taxes, use fees, excise fees, tariffs and any other charges by governments related to its use of the IdealSpot Service, excluding those based upon IdealSpot’s net income.
3.5. Late payments will accrue interest at 1½% per month (or, if lesser, the maximum rate permissible by law) measured from the date the amount was due until the date such amount is paid by Subscriber. If IdealSpot commences collection proceedings to recover past due amounts, Subscriber shall pay all reasonable collection costs incurred, including reasonable attorney’s fees.
3.6. If Subscriber’s account is thirty (30) days or more overdue then, in addition to any of its other rights or remedies, IdealSpot reserves the right to suspend Subscriber’s access to the IdealSpot Service, without liability to Subscriber, until such amounts are paid in full.

4. TERM AND TERMINATION
4.1. The Term of this Agreement shall commence on the execution date by IdealSpot and shall remain in effect for a period no less than stated on page 1 of this Agreement (the “Initial Term”). IF NOT OTHERWISE TERMINATED AS HEREIN PROVIDED, THIS AGREEMENT SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE ONE-YEAR PERIODS FOLLOWING THE END OF THE INITIAL TERM (EACH, A “RENEWAL TERM, AND TOGETHER WITH THE INITIAL TERM, THE “TERM”). EITHER PARTY MAY TERMINATE THIS AGREEMENT WITH WRITTEN NOTICE AT LEAST THIRTY (30) DAYS BUT NO MORE THAN ONE HUNDRED TWENTY (120) DAYS PRIOR TO THE END OF THE CURRENT TERM.
4.2. Either party may provide notice of termination of this Agreement and exercise its rights and remedies provided in this Agreement and by law in the event of a material breach by the other party which remains uncured after 30 days written notice of such breach. The cure period will not apply to any breach by Subscriber of Sections 5.1, 5.2 or 7.1 of this Agreement. Additionally, Subscriber shall not have more than two (2) notice and cure opportunities in any twelve month period.
4.3. Either party may terminate this Agreement if any of the following occurs: (a) the other party becomes insolvent, (b) voluntary or involuntary proceedings by or against the other party are instituted in bankruptcy or under any insolvency law, (c) a receiver or custodian or similar agent is appointed for the other party, (d) proceedings are instituted by or against the other party for corporate reorganization or the dissolution of such party, which proceedings, if involuntary, shall not have been dismissed within 30 days after the date of filing, (e) the other party makes an assignment for the benefit of creditors, (f) all or substantially all of the assets of the other party are seized or attached and not released within 30 days thereafter, or (g) the other party has ceased its on-going business operations.
4.4. Except as specifically provided herein, termination of this Agreement shall be without prejudice to any right of the party seeking termination to also sue for damages resulting from any breach of this Agreement.
4.5. Upon the expiration or termination of this Agreement: (a) all rights granted to Subscriber under this Agreement will cease, except the following Sections of this Agreement will survive: 2, 3.1, 3.2, 3.6, 4.5, 7, 8, 9 10 and 11, (b) Subscriber shall immediately pay all amounts owed under this Agreement, and (c) Subscriber shall and shall cause all of its User’s to cease using the IdealSpot Service and no longer utilize and promptly destroy all Database Content not entered into by Subscriber or Subscriber’s Users received hereunder.

5. IdealSpot SERVICE
5.1. IdealSpot will give an Access Code to each User. It is understood and agreed that in order to receive an Access Code, a User must accept IdealSpot’s terms and conditions on the IdealSpot web site.
5.2. Subscriber and/or Subscriber’s User’s shall comply with all IdealSpot’s security procedures to maximize the security of the IdealSpot Service, including prevention of sharing Access Codes and unauthorized access to the IdealSpot Service. Each Access Code is personal to the User and such User is obligated to keep the Access Code confidential and may not share the Access Code with any other employee of Subscriber or any third party. Subscriber shall be responsible for any breach of such obligations by any of its Users. Subscriber shall immediately notify IdealSpot if any third party gains or has the potential to gain access to any of Subscriber’s User’s Access Codes, and shall be fully responsible for any and all activities that occur under any Access Code, whether conducted by a User or a third party.
5.3. IdealSpot may from time to time change, update or enhance the IdealSpot Service, by posting a notice of the change on the IdealSpot web site.
5.4. Subscriber is solely responsible for acquiring and installing all equipment, hardware, software (including web browser software), telecommunications lines, Internet access connections and other items (the “Access Systems”) necessary to use the IdealSpot Service.

6. NON-COMPETE AND COMMITMENTS
6.1. During the Term, Subscriber agrees not to compete with IdealSpot in the development and marketing of a software or database application that will offer a computerized data service for commercial real estate.
6.2. IdealSpot represents and warrants that the up-time for User’s access to the IdealSpot Service will be 99.7% measured on a monthly basis for all Users accessing the IdealSpot Service in the preceding calendar month. The up-time computation under this Section 6.2 shall exclude: (i) down-time resulting from factors beyond the reasonable control of IdealSpot, including but not limited to actions or inactions of any User or any third parties not affiliated with IdealSpot or failures that resulted from any User’s equipment and/or third party equipment; and (ii) downtime resulting from scheduled maintenance or upgrades. Subscriber’s sole remedy for service outages for the IdealSpot Service will be a prorated credit on the next invoice. Any unused credits at the end of the end of the Term shall extend the Term until such unused credits are reduced to zero (by applying such credits against the then applicable monthly rate).
6.3. No more than twice in any 12-month consecutive period, IdealSpot may audit Subscriber during normal business hours for the purpose of ensuring Subscriber’s compliance with the terms and conditions of this Agreement, upon at least ten days prior written notice; provided, however, that the limit on the number of audits per year shall not apply if an audit indicates any Subscriber non-compliance under this Agreement. If the audit indicates there is a breach in Subscriber’s compliance with this Agreement: (i) IdealSpot may, if the breach is not curable, immediately terminate this Agreement and pursue its legal remedies or if the breach is curable, terminate this Agreement and pursue its legal remedies if such breach is not cured within 15 days or such additional time as mutually agreed upon by the parties if such breach is not curable in fifteen 15 days.

7. CONTENT AND PROPRIETARY RIGHTS
7.1. If an error in the Database Content or in any information contained in the IdealSpot is caused by IdealSpot, Subscriber’s sole remedy will be the correction of the error after notice to IdealSpot.
7.2. IdealSpot may modify or suspend access to the IdealSpot Services (a) as necessary to comply with any law or regulation as reasonably determined by IdealSpot, (b) to comply with any court order or instruction or (c) if deemed reasonably necessary by IdealSpot to prevent substantial harm to IdealSpot or their businesses.
7.3. IdealSpot shall retain all right, title and propriety interest (including without limitation all copyrights, trademarks, patents, and trade secrets) in and to the IdealSpot Service IdealSpot Application and IdealSpot Content including the designs, user interfaces, protocols, the “look and feel” of all screens and the organization and presentation of any of its components and Subscriber shall not acquire any proprietary rights thereto. Subscriber acknowledges that the development of the IdealSpot Service, IdealSpot Application and IdealSpot Content involved the expenditure of substantial time and money. Except as expressly provided herein, IdealSpot does not grant any rights to Subscriber or any Users under any patents, copyrights, trademarks or trade secret information. Subscriber shall not alter or remove IdealSpot’s name, trademarks, copyright notices, disclaimers or other restrictive legends on the IdealSpot Service, IdealSpot Application and IdealSpot, any component thereof.
7.4. Without limiting any other provision in this Agreement, IdealSpot grants Subscriber a limited, non-exclusive, non-transferable, nonassignable, revocable license to use the IdealSpot Service and IdealSpot Content solely for internal use including the provision of services to its clients or marketing its services to prospective clients in accordance with the terms, restrictions and limitations set forth herein (including without limitation, the prohibitions set forth in Section 7.5).
7.5. Subscriber acknowledges that the following are strictly prohibited: (i) the license, grant, transfer, sale, assignment, and distribution of the IdealSpot Service (and the Database Content not entered into by Subscriber or Subscriber’s Users) or otherwise making the IdealSpot Service and IdealSpot Content available to, or utilizing for, any third party;(ii) redistribution of IdealSpot Content to any third party not entered into by Subscriber or Subscriber’s Users; and (iii) developing a competitive product or service or building a product using the same features and functions of the IdealSpot Service or similar ideas, features, functions, or graphics.

8. WARRANTIES
8.1. Subscriber represents, warrants and covenants that Subscriber will comply with all applicable laws, rules and regulations. Subscriber represents, warrants and covenants that (i) neither the execution of this Agreement by Subscriber nor its performance of its obligations hereunder violates any agreement to which it is a party or by which it is bound, (ii) it has the right to enter into this Agreement and perform its obligations hereunder and to grant to IdealSpot the rights set forth in this Agreement, (iii) Subscriber will comply with all applicable laws, rules and regulations with regard to the performance of its obligations hereunder and the use of the IdealSpot Service.
8.2. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, IDEALSPOT DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SERVICES PROVIDED, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, FREEDOM OF INTERFERENCE WITH ENJOYMENT, MERCHANTABILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS OF RESULTING WORK PRODUCT AND FITNESS FOR A PARTICULAR PURPOSE OR THAT THE IDEALSPOT APPLICATION OR THE IDEALSPOT WILL GENERATE CERTAIN RESULTS, WORK IN COMBINATION WITH OTHER COMPONENTS OR AS AN INTEGRATED SYSTEM OR WILL FULFILL ANY SUBSCRIBER’S PARTICULAR NEEDS.
8.3. Access by Subscriber and Users to Database Content and modifications or additions thereto and related documentation, regardless of form, is provided “as is” and with all faults and the entire risk as to satisfactory quality, performance, accuracy and effort is with Subscriber.

9. INDEMNITIES
9.1. Subscriber shall indemnify IdealSpot and its directors, officers, employees and affiliates (collectively, the “Covered Entities”) and defend and hold harmless the Covered Entities from and against any and all losses, damages, expenses and liabilities suffered by any of them or to which any of them become subject, resulting from, arising out of or relating to: (1) any claim, action or demand with respect to the business, resources, technology or services of Subscriber: (a) infringement or misappropriation of any intellectual property rights; (b) defamation, libel, slander, obscenity, pornography or violation of the rights of privacy or publicity; or (c) spamming or any other offensive, harassing or illegal conduct or violation of the acceptable use guidelines of the IdealSpot; or (2) the business, resources or services of Subscriber. Subscriber shall not enter into any settlement that adversely affects IdealSpot’s rights or interests without first obtaining the prior written consent of IdealSpot, as applicable.
9.2. IdealSpot shall defend, indemnify and hold Subscriber harmless Subscriber from and against any and all losses, damages, expenses and liabilities suffered by Subscriber or to which Subscriber become subjects, resulting from, arising out of or relating to any completed third party claim, demand or action that the IdealSpot Service (excluding the Database Content and any information or technology provided by any Subscriber and excluding any combination of Database Content with other products or information not a part of the IdealSpot) infringes the United States patents, trademarks, copyrights, trade secrets or other intellectual property rights of any third party. In no event will the obligations of IdealSpot under this Section 9.2 apply to any claim which arose from (i) a use of the IdealSpot Service by Subscriber or any of its Users which was not in accordance with the terms of this Agreement, or (ii) a modification to the IdealSpot Service not consented to in writing by IdealSpot. Without limiting the generality of the foregoing, should the IdealSpot Service or any part thereof become, or in IdealSpot’s opinion be likely to become, the subject of a claim of infringement or the like, IdealSpot may, in its sole discretion procure for Subscriber the right to continue using the IdealSpot Service, or replace or modify the IdealSpot Service without changing its functional capabilities, so that the IdealSpot Service becomes non-infringing. If IdealSpot determines in its discretion that the foregoing are not reasonable, IdealSpot may terminate this Agreement and refund to Subscriber the entire fees paid to IdealSpot by Subscriber prorated to reflect use of the IdealSpot Service by Subscriber prior to commencement of the claim or proceeding described herein.

10. LIMITATIONS OF LIABILITY
10.1. IdealSpot’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER PURSUANT TO THIS AGREEMENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE ACTION OR OMISSION GIVING RISE TO SUBSCRIBER’S CLAIM.
10.2. IdealSpot will not be liable for any indirect damages, consequential damages, damages for loss of profits or revenues, lost data, business interruption or loss of business information arising in connection with this Agreement, even if informed of the possibility of such damages by the Subscriber.

11. GENERAL
11.1. Subscriber may not assign this Agreement or any of Subscriber’s rights or obligations hereunder without IdealSpot’s prior written consent.
11.2. This Agreement may not be amended or modified except in a written document signed by an authorized representative of both parties.
11.3. Subscriber agrees to allow IdealSpot to use Subscriber’s name and logo for the purpose of indicating Subscriber is a client of IdealSpot without indicating any endorsement of any services provided.
11.4. Subscriber acknowledges that a violation of this Agreement by it may cause substantial and irreparable injury to IdealSpot for which IdealSpot’s remedies at law may not be adequate. Accordingly, Subscriber agrees that IdealSpot shall be entitled to seek injunctive relief with respect to any breach, or threatened breach, of this Agreement, and that such right shall be in addition to, and not in limitation of, any other rights or remedies to which IdealSpot may be entitled at law or in equity. The rights and remedies provided for in this Agreement are cumulative and shall be in addition to any other rights and remedies provided by law or in equity.
11.5. All notices relating to this Agreement must be in writing and either delivered personally, mailed (first class mail, postage paid) certified mail, return receipt requested), by overnight courier or transmitted by facsimile to the addresses set forth herein or to such other address as any party may substitute by written notice to the other.
11.6. This Agreement and all of the transactions contemplated hereby will be governed by and construed in accordance with the laws of the state of Texas, without regard to any conflict or choice of law principles. The parties expressly agree to submit all disputes concerning this Agreement to the exclusive personal jurisdiction and venue of the federal and state courts sitting in Austin, Texas.
11.7. If any provision of this Agreement is for any reason held unenforceable or invalid, then this Agreement shall be construed as if such provision were not contained herein.
11.8. The parties to this Agreement are independent contractors. No party has any right or authority to act on behalf of any other party.
11.9. This Agreement constitutes the entire agreement, and supersedes all prior agreements, between the parties with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and any other source, the provisions of this Agreement shall control.
11.10. Neither IdealSpot nor Subscriber will be liable for delays or failure in performance where the delay or failure is due to an event beyond either’s control, including acts of God, war, terrorism, civil disturbance or otherwise.
11.11. Neither party may disclose the terms and conditions of this Agreement to any third party.