Last Updated: 2/8/21
IMPORTANT NOTICE: These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, paying customers, merchants, members and/ or contributors of content.
THESE TERMS FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU OR, IF APPLICABLE, THE BUSINESS OR EMPLOYER ON WHOSE BEHALF YOU WISH TO USE THE SERVICES (IN EITHER CASE, “CUSTOMER” OR “YOU”) AND DOMINIQUE HIGGINS | DRE#01927254 LLC HAVING A PLACE OF BUSINESS AT 177 E. COLORADO BLVD. #200, PASADENA, CA 91105 (THE “COMPANY,” “WE,” OR “OUR”).
THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND WAIVER OF JURY TRIALS AND CLASS ACTIONS, GOVERNING DISPUTES ARISING FROM USE OF THE SERVICES, WHICH APPLY TO YOU IF YOUR COUNTRY OF RESIDENCE IN IS THE UNITED STATES OR YOUR COUNTRY OF RESIDENCE IS NOT THE UNITED STATES BUT YOU BRING ANY CLAIM AGAINST DOMINIQUE HIGGINS | DRE#01927254 IN THE UNITED STATES.
IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.
1. USE OF THE SITE
This website is operated by Dominique Higgins | DRE#01927254 (“Dominique Higgins | DRE#01927254” “Dominique Higgins”, “we”, “us” and “our”).
Dominique Higgins is a real estate brokerage (“Platform”, “Website”, “Services”) that provides real estate services including but not limited to transaction representation, online training, and project consulting for real estate professionals (“Member” or “Members”).
Services vary client by client and will be performed in material compliance with the provisions of the Agreement. Client has reviewed the Agreement in detail and agrees that the Services are appropriate to meet Client’s needs and requirements. Unless specified elsewhere in the Agreement, Company shall furnish all technical and professional services, including labor, material, supplies, equipment, transportation, accommodation, subsistence and supervision of Company personnel, to perform the Services. Client acknowledges that Company may utilize third-party service providers in the performance of its obligations hereunder. Company shall at all times be an independent contractor and no persons involved in connection herewith shall be considered employees of the Client for any purpose.
Additionally, dominiquehiggins.com offers online training available to members, under the name of the Million Dollar Developer’s System and the 30 Day Accelerator. In this capacity of services, members and users are aware and agree Dominique Higgins is licensed as a real estate broker, however does not operate in this capacity when providing those Services. NO agency relationship is implied in this Agreement. Additionally, All material presented in those online training services is intended for information purposes only. While the information is believed to be correct, it is represented subject to errors, omissions, changes or withdrawal without notice. Due to the nature of the information, it is subject to change and Client understands they retain total due diligence as to the veracity of the findings.
For any property information provided in connection with the above services, the following terms apply:
All material presented herein is intended for information purposes only. While, this information is believed to be correct, it is represented subject to errors, omissions, changes or withdrawal without notice. Due to the nature of the report, the information is subject to change and Client understands they retain total due diligence as to the veracity of the findings.
Any new products and/or services added to the site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page.
We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
Upon your acceptance of these Terms, we grant you a limited, non-exclusive and we grant you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Website provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for internal, non-commercial purposes or in accordance with any applicable Services; and (c) do not modify them in any way.
Any breach or violation of any of the Terms may result in an immediate termination of your Services or right to use the Website, as well as potential liability for copyright infringement or other claims depending on the circumstances.
2. GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time. You understand that your content may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
The Website contains materials that are proprietary and are protected by copyright laws, trademarks, service marks, and other intellectual property laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Website. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, any improvements, design contributions, or derivative works thereto, and any knowledge or processed related thereto, including rights in and to all applications and registrations relating to the Website shall at all times be and remain the sole and exclusive property of Company. The trademarks, logos, taglines and service marks displayed on the Website (collectively, the “Trademarks”) are registered and unregistered Trademarks of Company and others. The Trademarks may not generally be used by you in any manner without Company’s prior express written consent.
4. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
5. MODIFICATIONS TO THE SERVICE
Details about the Service and products we offer are subject to change without notice. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
6. OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources).
Dominique Higgins | DRE#01927254 may enable you to link your User Account with a valid account on a third party social networking, email or content service such as Facebook, Instagram, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing Dominique Higgins | DRE#01927254 to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.
You represent that you are entitled to disclose your Third-Party Account login information to Dominique Higgins | DRE#01927254 and/or grant Dominique Higgins | DRE#01927254 access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Dominique Higgins | DRE#01927254 to pay any fees or making Dominique Higgins | DRE#01927254 subject to any usage limitations imposed by such third-party service providers.
7. THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
8. MEMBER CONTENT
The Services may enable Members to submit, post, upload, or otherwise make available (collectively, “Post”) content (“Member Content”) that may or may not be viewable by other users. If you Post Member Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed.
You grant us the right to use the name and other information about you that you submit in connection with such Member Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the Member Content that you Post; (b) the Member Content you Post is truthful and accurate; and (c) use of the Member Content you Post does not violate these Terms or any applicable laws.
You acknowledge and agree that Company and its designees may or may not, at Company’s discretion, pre-screen Member Content before its appearance in the Services but that Company has no obligation to do so. You further acknowledge and agree that Company reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any Member Content that is contributed to the Services.
Without limiting the foregoing, Company and its designees shall have the right to remove any Member Content that violates these Terms or is otherwise objectionable in Company’s sole discretion. You acknowledge and agree that Company does not verify, adopt, ratify, or sanction Member Content, and you agree that you must evaluate and bear all risks associated with your use of Member Content or your reliance on the accuracy, completeness, or usefulness of User Content.
9. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us.
We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
10. PERSONAL INFORMATION
11. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to features, our application, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, application information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
12. PROHIBITED USES
By using the Website or any Subscription Plan Services, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
(a) for any unlawful purpose;
a. Is illegal, or violates any federal, state, or local law or regulation;
b. Advocates, solicits, or discusses illegal activities;
c. Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights; d. Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
e. Interferes with any other party’s use and enjoyment of the Services;
f. Attempts to impersonate another person or entity;
g. Is commercial in a way that violates these Terms, including but not limited to, using the Site for spam, surveys, contests, pyramid schemes, or other advertising materials;
h. Falsely states, misrepresents, or conceals your affiliation with another person or entity;
i. Accesses or uses the account of another user without permission;
j. Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; k. Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Website, or the servers or networks connected to the Website, or any of the Services;
l. “Hacks” or accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
m. Improperly solicits personal or sensitive information from other users including without limitation address, credit card or financial account information, or passwords;
n. Decompiles, reverse engineers, disassembles or otherwise attempts to derive source code from the Website, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;
o. Removes, circumvents, disables, damages or otherwise interferes with security-related features, or features that enforce limitations on use of, the Website;
p. Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Website, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
q. Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers or otherwise commercializes any materials or content on the Website;
r. Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Website or Services, by any means except as provided for in these Terms or with the prior written consent of Company; or
s. Attempts to do any of the foregoing.
In addition, you shall not, and shall not permit others to, do the following with respect to the Services:
a. Use the Services or allow access to them in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms;
b. License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Services available for access by third parties except as otherwise expressly provided in these Terms; or
c. Access or use the Services for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Services or allow access by a direct competitor of Company.
You may not frame the Website, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Website, provided that you acknowledge and agree that you will not link the Website to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Website effective immediately.
You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Website for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Website (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.
13. CUSTOMER OBLIGATIONS AND UPDATES
If Customer becomes aware of any actual or threatened activity prohibited herein, Customer shall immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Dominique Higgins | DRE#01927254 of any such actual or threatened activity.
You agree to receive electronically all communications, agreements, and notices that we provide in connection with any Services (“Communications”), including by e-mail, text, in-app notifications, or by posting them on the Website or through any Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your account contact information current.
14. ONLINE SUBSCRIPTION/ONE-TIME SERVICES
Dominique Higgins | DRE#01927254 offers the use of its site to Members on a subscription and/or one time payment plan through the Million Dollar Developer's System and the 30 Day Accelerator. Dominique Higgins | DRE#01927254 reserves the right, in its sole discretion, to make any changes to the Website and other Company Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Company’s services to its customers, (ii) the competitive strength of or market for Company’s services or (iii) the Subscription Plan Services’ cost efficiency or performance; or (b) to comply with applicable Law.
Dominique Higgins | DRE#01927254 may, directly or indirectly, and by use of a disabling device or any other lawful means, suspend, terminate or otherwise deny Customer’s or any other Person’s access to or use of all or any part of the Subscription Plan Services or Company Materials, without incurring any resulting obligation or liability, if:
(a) Dominique Higgins | DRE#01927254 receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires the Company to do so; or
(b) Dominique Higgins | DRE#01927254 believes, in its good faith and reasonable discretion, that:
(i) Customer has failed to comply with, any material term of these Terms,;
(ii) accessed or used the Subscription Plan Services beyond the scope of the rights granted or for a purpose not authorized under these Terms; (iii)
Customer is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Subscription Plan Services; or
(iv) the term of the Subscription Plan Services expires or is terminated.
This Section does not limit any of Company’s other rights or remedies, whether at law, in equity or under these Terms.
Subject to and conditioned on Customer’s payment of the Fees (as applicable when Customer signs up for a Subscription Plan) and compliance and performance in accordance with all other terms and conditions of these Terms, Dominique Higgins | DRE#01927254 hereby authorizes Customer to access and use, during the Term, the Subscription Plan Services and such Company Materials as Company may supply or make available to Customer solely for the Permitted Use, on the conditions and limitations set forth in these Terms. This authorization is non-exclusive and non-transferable.
Nothing in these Terms grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Subscription Plan Services, Company Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Subscription Plan Services, the Company Materials and the Third Party Materials are and will remain with Company and the respective rights holders in the Third Party Materials.
15. FEES FOR SUBSCRIPTION PLANS AND TRAINING
Customer shall pay Dominique Higgins | DRE#01927254 the monthly fee associated with the type of account Customer chooses (“Fees”). All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company’s income.
Fees will be charged to the credit card used by Customer when signing up for the Subscription Plan Services on a recurring monthly basis in the amount specified by Company at the time Customer signed up for the Subscription Plan Services. Customer will not receive any advance notice of this payment. The prices, features, and options of the Subscription Plan Services depend on the Subscription Plan selected. Company does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice.
16. RECURRING CHARGES
When you purchase Subscription Plan Services, you must provide accurate and complete information for a valid payment method, such as a credit card, that you are authorized to use. Customer must promptly notify us of any change in its invoicing address and must update its Account with any changes related to its payment method.
BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN SERVICE, CUSTOMER AUTHORIZES COMPANY OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING BASIS (“AUTHORIZATION”) FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN SERVICE CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH CUSTOMER’S USE OF THE SUBSCRIPTION PLAN SERVICES. The Authorization continues through the applicable term and any renewal term (as defined herein, below) until Customer cancels as set forth in these Terms.
17. LATE PAYMENT
If Customer’s automatic recurring payment or initial one time payment for a service is declined or unable to be processed for any reason, Company may in its sole discretion permanently restrict Customer’s ability to use a certain payment method if that payment method fails.
If Customer fails to make any payment when due then, commencing five (5) business days after Customer’s receipt of a default notice, in addition to all other remedies that may be available: (a) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) Customer shall reimburse Company for all costs reasonably incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and (c) if such failure continues for ten (10) business days following written notice thereof, Company may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension. All amounts payable to Company shall be paid by Customer to Company in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
Charges for all services shall be paid prior to furnishing of service. The Million Dollar Developer’s System and the 30 Day Accelerator have a 30 calendar day return policy. To process a return users must email firstname.lastname@example.org within 30 calendar days of purchase of product in order for the refund to be approved. Upon issuance of a refund, all access to the training and/or services will be retracted.
Due to the specialized, service based nature of all others the Services, there are no refunds. Should any invoice be in dispute, only that portion of the invoice in dispute may be held in abeyance until the dispute is resolved.
Company may suspend or terminate further performance under this or other agreements with Client upon reasonable notice for the non-payment of invoices. Company shall have no responsibility or liability in connection with the Services, and Client shall have no right to rely on any report or other materials delivered, until all invoices have been paid in full.
19. REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this site (the “Website“) infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below.
In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following:
Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our address to receive DMCA Notices is: 501 Silverside Road, Suite 105, Wilmington, DE, 19809. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
Each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations.
Confidential Information does not include information that (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with these Terms; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms; (b) except as may be permitted by and subject to its compliance with Section 12, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with these Terms; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section.
If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under these Confidentiality terms; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
21. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant or guarantee any results through any programs provided. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Dominique Higgins | DRE#01927254, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
If you are a California resident, you hereby waive California Civil Code §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.” This release includes the criminal acts of others. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of these limitations may not apply to you.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site, in accordance with the terms herein.
Dominique Higgins | DRE#01927254 may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
24. GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Los Angeles County, California, United States of America.
25. EQUITABLE RELIEF
Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 20 (Confidentiality) or, in the case of Intellectual Property, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
26. INITIAL DISPUTE RESOLUTION
Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at email@example.com and provide a brief, written description of the dispute and your contact information (including the email used for the purchase, if your dispute relates to an Account). Except for intellectual property, you and Company agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly with each other, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
27. BINDING ARBITRATION.
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Arbitration shall be initiated and take place in New Castle County, Delaware, United States, and you and Company agree to submit to the personal jurisdiction of any federal or state court in, New Castle County, Delaware in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
28. NO JURY TRIAL
The parties understand that, absent this mandatory arbitration section, they would have the right to sue in court and have a jury trial, but by agreeing to this mandatory arbitration section, they give up those rights. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
29. CLASS ACTION WAIVER
The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS DOMINIQUE HIGGINS | DRE#01927254 IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
30. LITIGATION OF INTELLECTUAL PROPERTY
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
31. ATTORNEY’S FEES
In the event that any arbitration, action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
Users of the site shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Company’s prior written consent, which consent Company shall not unreasonably withhold or delay. No delegation or other transfer will relieve Customer of any of its obligations or performance under these Terms. Any purported assignment, delegation or transfer in violation of this Section is void. These Terms are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
33. EXPORT CONTROL LAWS
We acknowledge that the Services and any related products, information, documentation, software, technology, technical data, funds, products, goods, services, or any derivatives thereof, that we make available (collectively “Excluded Data”), is subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”).
You represent and warrant that you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by Export Laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business. You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Website.
34. FORCE MAJEURE
In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms for any failure or delay in fulfilling or performing any term of these Terms (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate these Terms if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.
In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
35. NO THIRD-PARTY BENEFICIARIES
These Terms are for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
Client agrees to indemnify and hold Company harmless from any damage, liability or cost (including reasonable attorney’s fees and costs of defense) to the extent caused by Client’s negligent acts, errors or omissions and those of its contractors, subcontractors or anyone for whom the Client is legally liable and arising from the project that is the subject of this Agreement, and for any liabilities incurred by Company in excess of those limitations contained in Section F below. Each of the foregoing indemnities is conditioned upon the indemnified party (i) providing prompt notice to the indemnifying party of any potential claim, (ii) tendering control of the defense and/or settlement of such claim to the indemnifying party, and (iii) reasonably cooperating with the indemnifying party in the defense and/or settlement of such claim.
SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Company warrants that the Services will be performed in a good and workmanlike manner in accordance with prevailing standards and practices applicable to the Services at that time. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. All material presented herein is intended for information purposes only. While, this information is believed to be correct, it is represented subject to errors, omissions, changes or withdrawal without notice. Information is obtained from various sources and will not be verified by Company. There is no guarantee of accuracy of all data including measurements, conditions, and features of property. All property information should be verified by your own attorney, architect or zoning expert. All information is subject to change.
ANY MATERIAL DOWNLOADED, VIEWED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEMS AND NETWORKS, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, VIEWING OR USE OF ANY SUCH MATERIAL.
RELIANCE. Members understands that Services governed by this agreement are for their sole use and benefit and agrees not to authorize any third party to rely on the Services, unless they have the prior written consent of Company.
37. ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
In the event of any conflict between these terms and conditions and the provisions of any order or other document, email, or communication transmission, these terms and conditions shall control unless the conflicting document expressly supersedes specific provisions hereof. This Agreement may not be modified except in writing executed by both parties.
37. CONTACT INFORMATION
If you have any questions about the Website or Terms, pricing, complaints, or other inquiries, please contact us at firstname.lastname@example.org
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.