IMPORTANT—READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal contract between you (hereinafter “LICENSEE or “you”) and Selling Later LLC (LICENSOR) for use of this website and applications made available therein.
BY CLICKING THE [ENTER] OR [ACCEPTED] ICON BELOW, OR BY OTHERWISE USING THE WEBSITE AND ANY ASSOCIATED MATERIALS AND SOFTWARE APPLICATIONS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE WEBSITE, AND EXIT NOW.
RECITALS:
WHEREAS, LICENSOR is the sole and exclusive owner of certain websites, software, and materials, which LICENSOR intends to license to LICENSEE on a limited basis under the terms of this Agreement;
WHEREAS, LICENSEE is desirous of obtaining a non-exclusive, non-transferable, non-sublicensable license from LICENSOR to access and use Selling Later upon the terms and conditions of this Agreement set forth below.
NOW, THEREFORE, the parties intending to be legally bound hereby, and for good and valuable consideration, the receipt of which is hereby acknowledged, have agreed and do hereby agree as follows:
1. License
1.1 Definitions. “Selling Later” shall refer to LICENSOR’s website(s), including all related media and materials.
1.2 License Grant. LICENSOR hereby grants to LICENSEE, throughout the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable license to access and use Selling Later through a web browser on one or more computers used and/or operated by LICENSEE, subject to the limitations and restrictions set forth herein (hereinafter the “License”). No additional rights are granted or implied by this Agreement. No transfer of ownership of Selling Later is intended by this Agreement. LICENSEE is prohibited from using Selling Later in any other manner except as strictly provided for in this Agreement. Additional limitations are set forth herein.
1.3 License Terms, Limitations, and Restrictions.
Except for the limited rights and License expressly granted hereunder, no other license is granted, no other use is permitted, and LICENSOR shall retain all right, title, and interest in and to Selling Later (and all copyright rights, trade secret rights, and all other intellectual property and proprietary rights embodied therein) at all times during and subsequent to the term of this Agreement.
LICENSEE shall not use Selling Later in any way that is unlawful or harms Selling Later, its service providers, suppliers, or any other user. LICENSEE shall not distribute or post spam, advertisements, solicitations, or similar communications through Selling Later. LICENSEE shall not upload any images, text, or other materials that it does not own all rights to.
LICENSEE shall not reverse engineer, decompile, or disassemble Selling Later or any portion thereof, or take any other action to identify the source code or underlying algorithms of Selling Later.
LICENSEE shall not alter, obscure, or remove any trademark, copyright, patent notice, or other proprietary or legal notice or restriction displayed by or contained in any portion of Selling Later or any associated materials. LICENSEE shall not copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify Selling Later or any portion thereof.
LICENSEE shall not upload invalid data, viruses, worms, or other software agents to Selling Later. LICENSEE shall not interfere with, or compromise the system integrity or security of Selling Later, or otherwise bypass any measures Selling Later may use to prevent or restrict access to Selling Later. LICENSEE shall not conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from Selling Later).
LICENSEE may only use Selling Later while LICENSEE has an active account that enables the LICENSEE to login to the website(s) and access the materials and content therein. In the event that LICENSEE’s account is deactivated or expired for any reason, LICENSEE shall stop using Selling Later. LICENSEE shall not share login information with other individuals, and shall not save such login information on any computers or browsers that are not owned by LICENSEE or in a secure password manager with a reasonable standard of encryption. LICENSEE shall not impersonate another person or misrepresent its affiliation with another person or entity. To the extent that LICENSEE learns of any unauthorized use of LICENSEE’s active account, LICENSEE shall immediately inform LICENSOR.
LICENSEE shall not utilize Selling Later to send unsolicited e-mails to third parties or other users of Selling Later. Any violations of the provisions above may result in deactivation of LICENSEE’s account. LICENSOR retains the right to control and monitor messaging and other activities of LICENSEE on Selling Later to enforce compliance with this Agreement. LICENSOR retains the right to terminate LICENSEE’s account for any reason and at any time, including but not limited to for violation of this Agreement.
LICENSEE shall not permit or encourage any third party to perform any of the restricted activities listed in this Agreement.
LICENSOR does not endorse or assume any liability for any material uploaded or submitted by LICENSEE. Although LICENSOR does not actively pre-screen, police, or monitor uploads on Selling Later, LICENSOR reserves the right to remove any and all postings for any reason including, for example, that the postings do not comply with the Agreement and any other rules of conduct, or are otherwise harmful, objectionable, or inaccurate. LICENSOR is not responsible for any failure or delay in removing such postings.
1.4 License to Uploaded Materials
LICENSEE represents and warrants that any materials, including but not limited to text and images, that LICENSEE uploads to Selling Later (hereinafter “Uploaded Materials”) are owned by LICENSEE and are not subject to any third-party rights (e.g., copyright or otherwise).
LICENSEE hereby grants to LICENSOR an unlimited, world-wide, sublicensable license to reproduce, distribute, publicly display, make derivative works of, and to otherwise make available any and all Uploaded Materials through Selling Later or otherwise.
2. Representations
2.1 LICENSEE hereby represents: (a) LICENSEE is at least 18 years of age; (b) LICENSEE has not previously been suspended or removed from Selling Later; and (c) LICENSEE’s registration and use of Selling Later is in compliance with all applicable laws and regulations; and (d) that information about LICENSEE or LICENSEE’s property is accurate and that LICENSEE will keep it accurate and up-to-date at all times.
3. Privacy
3.1 By agreeing to this Agreement, you are also agreeing to Selling Later’s Privacy Policy. By using Selling Later, LICENSEE agrees that LICENSOR may collect and utilize information available through LICENSEE’s browsing and use of Selling Later.
You are not required to provide personal information as a condition of viewing the website, except as may be necessary for registration and access to certain features. Visitors to Selling Later may view certain content without registering or logging in. When you use Selling Later, data may be stored on our servers or on third-party servers for analytic purposes. This data may include the information provided during registration or real estate information. This data could possibly lead to your identification, but we do not use it to do so. We may use the data for statistical, analytic, or advertising purposes through tools such as, but not limited to, Google Analytics. We collect personal data only when you provide it to us, through registration, completion of surveys, inquiries or requests, and similar situations in which you have chosen to provide the information.
The registration information we collect will be used for the purpose of identifying you for login to the Selling Later website, saving content, and for other purposes for which you have given your consent, except where otherwise provided by law. These purposes may include, for example, the personalization of your browsing experience, the improvement of our website, and the administration of any promotions, surveys, or other interactive features. The email addresses provided when registering your account may be used to send you periodic e-mails, or to respond to your questions, comments, or other matters.
You have the right to review and amend any personal data stored in our system if you believe it may be out of date or incorrect. To do so, use the account information editing function provided by the website.
We only retain personal data for as long as is necessary for us to render a service you have requested or to which you have given your consent, except where otherwise provided by law or this Privacy Policy. Your IP address and other identifying information may be stored by Google or other third-parties for the purpose of analytics, or by advertising vendors to count the number of advertisement visits and other related statistical information.
In some portions of our website, so-called “cookies” are used in order for us to improve the efficiency of your individual use of the web site and to enhance your browsing experience. Cookies are identifiers that our server may send to your computer in order to identify the computer being used for the duration of the session. Most browsers are set-up to accept these cookies automatically. In addition, you can deactivate the storing of cookies or adjust your browser to inform you before the cookie is stored on your computer. Google, or other third-parties, may use cookies to serve advertising content or to track users for the purpose of analytics.
Some portions of our website may include third-party links, products, and/or services. These third-party sites may have independent privacy policies separate from our own. Therefore, LICENSOR is not responsible or liable for the content of such third-party sites or services.
In light of the importance of protecting children’s privacy, we do not collect, process or use on our website any information relating to an individual whom we know to be under 13 years of age. As such, persons under the age of 13 years are unable to register for Selling Later. Further, our website and related content and services are directed to people who are at least 18 years of age or older.
This Privacy Policy applies only to information collected through Selling Later website and does not apply to any information or data collected in other ways.
4. DISCLAIMER OF WARRANTY
4.1 SELLING LATER 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, SELLING LATER AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. SELLING LATER 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. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY SELLING LATER ENTITY OR THE SERVICES THAT IS NOT EXPRESSIVELY STATED IN THESE TERMS OF USE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS, INCLUDING ALL USER AND SELLING LATER MATERIALS, AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OR WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
4.2 INDEMNIFICATION AND LIMITATION ON LIABILITY. IN NO EVENT WILL SELLING LATER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES OR ANY MATERIALS ON THE SERVICES, WHETHER BASED ON (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF SELLING LATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLING LATER ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (E) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (F) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (G) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (H) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (I) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (J) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (K) ANY USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; AND/OR (L) INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF YOUR USE OF SELLING LATER OR MATERIALS YOU LINK OR UPLOAD TO SELLING LATER. THE AGGREGATE LIABILITY OF SELLING LATER AND ANY OF ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SELLING LATER FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.
5. Fair Housing Act.
5.1 All LICENCEES agree to adhere to the Fair Housing Act and will not discriminate because of race, color, religion, sex, disability, family status, or national origin. All LICENSEES must fully read the Fair Housing Act before creating an account to ensure compliance.
6. Choice of Law
6.1 The Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of laws provisions. LICENSEE agrees to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Allegheny County, Pennsylvania for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. LICENSOR operates from its office in Pittsburgh, and makes no representation that the services are appropriate or available for use in other locations.
7. Enforceability
7.1 If any provision of this Agreement is held illegal or unenforceable by any arbitration or court of competent jurisdiction, such provision shall be deemed separable from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.
8. No Waiver
8.1 The failure of LICENSOR to enforce, in any one or more instances, any of the terms and conditions of this Agreement shall not be construed as a waiver of the future performance of any such term or condition.
9. Remedies
9.1 Except those otherwise expressly provided in this Agreement, the remedies set forth are not exclusive, and LICENSOR shall be entitled alternatively or cumulatively to damages for breach of this Agreement or to any other remedy available under applicable law or in equity.
10. Binding Duties
10.1 This Agreement shall be binding upon LICENSEE and its successors, assignees, agents, representatives, and heirs.
11. Term and Termination
11.1 This Agreement and the License granted under this Agreement shall be effective until terminated. The License granted hereunder may be cancelled or terminated at any time and for any reason by LICENSOR. The deactivation or expiration of LICENSEE’s account for logging into Selling Later shall automatically terminate the license granted hereunder.
12. Entire Agreement
12.1 LICENSEE acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties relating to its subject matter and that this Agreement supersedes all prior and contemporaneous agreements concerning the subject matter hereof and may not be modified except by a further agreement that specifically refers to the Agreement.