TERMS OF USE

THIS IS A BINDING LEGAL CONTRACT. CAREFULLY READ THESE WEBSITE TERMS OF USE ("TERMS OF USE") BEFORE USING THE WEBSITE HAVING THE DOMAIN NAME OF luxuryhomesinparkcity.com (THE "WEBSITE"). BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE, AND BE LIABLE TO THE OWNER OF THE WEBSITE (THE "WEBSITE OWNER") FOR ANY NONCOMPLIANCE WITH THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE WEBSITE, AND MAY NOT CREATE OR MAINTAIN A LINK TO THE WEBSITE.

1. License.

Website Owner hereby grants to you a revocable, limited, nonexclusive license for the duration of your current viewing session to access, download and print only individual real estate listings, comprising factual information and creative content displayed on the Website (the "Listing Content"), solely for personal and non-commercial purposes, and no other purposes, and subject to the limitations set forth in these Terms of Use. This license will terminate immediately upon any noncompliance by you with any of the terms of these Terms of Use, or at any other time upon notice to you. All rights not expressly granted in these Terms of Use are reserved.

2. Limitations on Use.

2.1 Except as expressly provided under these Terms of Use or upon Website Owner's express prior written consent, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, upload, post, license, frame in another website, use on any other website, create derivate works of, transfer, sell, and/or exploit for commercial use, any content, software, real estate listings, databases or other lists, products or services provided through or obtained from the Website, including by email or other electronic means, without the prior written consent of Website Owner. In addition, you may not circumvent any technological measures or features of the Website that are intended to or effectively control access to the Listing Content, or any other protected content or information included on the Website. The Website may contain robot exclusion headers. The real estate listings displayed on the Website, including the Listing Content, are updated on a real-time basis, and are proprietary or licensed to Website Owner. You agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without Website Owner's express prior written consent.

2.2 You further agree that you will not:

(a) take any action that imposes or may impose (in Website Owner's sole discretion) an unreasonable or disproportionately large load on Website Owner's infrastructure;

(b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Website without Website Owner's express prior written consent and the appropriate third party, as applicable;

(c) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website; or

(d) bypass Website Owner's robot exclusion headers or other measures Website Owner may use to prevent or restrict access to the Website.

3. Your Representations and Warranties.

You represent and warrant to Website Owner that any information you provide on the Website will be true, accurate and complete, and will not violate any law, statute, ordinance or regulation. You warrant that you will not falsely identify yourself or impersonate or falsely represent your affiliation with any person or entity. Except with the written permission of Website Owner, you agree that you will not access or attempt to access password protected, secure or non-public areas of the Website. Unauthorized individuals attempting to access prohibited areas of the Website may be subject to legal prosecution. You further warrant to Website Owner that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use, including without limitation the posting or transmitting of any threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material.

4. Changes to These Terms of Use.

Website Owner reserves the right, in its sole discretion, to modify, update, or otherwise revise these Terms of Use at any time. Such revisions shall be effective immediately upon posting on the Website. By using the Website or creating, maintaining, or using, if authorized by the Website Owner, a link to the Website, after Website Owner has posted any modifications, updates or revisions, you agree to be bound by such revised Terms of Use. In addition to these Terms of Use, additional terms may govern use of certain web pages within the Website or the creation, maintenance and use of a link to the Website, as such terms may be contained on the web pages of the Website. Provided that such additional terms are not contrary to these Terms of Use, by accessing and using such web pages, and creating, using, and maintaining a link to the Website), you agree to be bound by such terms.

5. Links to Other Websites.

The Website may contain links to other websites ("Linked Websites"). The Linked Websites are provided for your convenience and information only and, as such, you access them at your own risk. You agree and acknowledge that Website Owner is not responsible for, and does not endorse, the content of or anything that may be delivered to you or your computer as a result of accessing any Linked Websites, whether or not Website Owner is affiliated with the owners of such Linked Websites. Without limiting the generality of the foregoing, Website Owner is not responsible and shall have no liability for any viruses or other illicit code that may be downloaded through a link found on the Website, or by accessing a Linked Website.

6. Terms for Creation of a Link.

6.1 Upon your acceptance of the terms and conditions of these Terms of Use, you are authorized to establish a hypertext link (the "Link") from your website ("Your Website") to the home page of the Website. Deep linking to content appearing in the web pages below the home page of the Website is not permitted.

6.2 If you create a Link, Your Website shall not:

(a) Create frames around the Website or otherwise alter the visual presentation of the Website.

(b) Expressly state or otherwise imply that Website Owner is endorsing you, your products or services, or the content of Your Website.

(c) Expressly state or otherwise imply an affiliation between you and Website Owner without the prior written consent of Website Owner.

(d) Misrepresent your relationship with Website Owner or present false or misleading impressions about Website Owner's products or services.

(e) Disparage the Website or display the Link in a manner that that diminishes Website Owner's goodwill.

(f) Include or display any material which is immoral, unethical, illegal or inappropriate for a professional website.

6.3 You acknowledge and agree that you are not a publisher, distributor, agent, partner, franchiser or endorser of the Website, and Website Owner is not a publisher, distributor, agent, franchiser or endorser of Your Website. Website Owner retains exclusive editorial control over the Website and has the right to make administrative or operational decisions it deems necessary or desirable in the normal course of business.

6.4 You warrant to Website Owner that (1) you have duly registered the domain name of Your Website with all applicable authorities and/or have a license to use Your Website, and you possess all rights necessary to use such the domain name for Your Website, and (2) the content of and materials placed on or within Your Website, and any hyperlinks on Your Website, do not and will not (i) infringe upon or violate any U.S. copyright, patent, trademark or other proprietary right of a third party, or (ii) violate any applicable law, statute, regulation, or non-proprietary right of a third party.

7. Proprietary Rights.

You acknowledge and agree that the trademarks of Website Owner (the "Marks"), the Website, the Listing Content, the compilation or real estate listings, and the content and look and feel of the Website, to the extent protectable, are proprietary, original works of authorship of Website Owner, or licensors of Website Owner, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. You further acknowledge and agree that all right, title and interest in and to the Marks, the Website, and the content and look and feel of the Website are and shall remain with Website Owner or its licensors. You agree not to contest or infringe these rights, directly or indirectly, at any time. Without the prior written consent of Website Owner, your modification of the content, use of the content on any other website or networked computer environment, or use of the content for any purpose other than personal, noncommercial use, violates the copyrights, trademarks or other intellectual property rights of Website Owner or its licensors, and is prohibited. Except as expressly provided under this Agreement, you may not use on any website, including Your Website, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the Website, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright.

8. Interruptions in Service.

The Website and access to the content of the Website may from time-to-time be unavailable to you or users of Your Website, whether because of technical failures or interruptions, intentional downtime for service or changes to the Website, or otherwise. You agree that Website Owner shall have no liability of any nature to you or any third party for any modifications to the Website, and any interruption or unavailability of access to the Website or its content.

9. No Warranties; Exclusion of Liability.

YOU UNDERSTAND AND EXPRESSLY AGREE TO THE FOLLOWING:

(a) YOUR USE OF AND RELIANCE UPON ANY AND ALL CONTENT AND SERVICES, INCLUDING WITH RESPECT TO ANY REAL ESTATE LISTING, CONTAINED IN OR PROVIDED THROUGH THE WEBSITE IS AT YOUR SOLE RISK. SUCH CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WEBSITE OWNER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH RESPECT TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, AVAILABILITY, OR TIMELINESS OF THE DATA, METHODS, OR CONTENT CONTAINED IN OR PROVIDED THROUGH THE WEBSITE. WEBSITE OWNER DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEBSITE OWNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

(b) IN NO EVENT WILL WEBSITE OWNER BE LIABLE TO YOU, ANY USER OF THE WEBSITE OR YOUR WEBSITE, OR ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON THE CONTENT CONTAINED IN OR PROVIDED THROUGH THE WEBSITE. ANY CONTENT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE WEBSITE, OR ANY LINKED WEBSITE, IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, YOUR WEBSITE, LOSS OF DATA, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO OR ALTERATION OF PERSONAL RECORDS, THE RELIANCE UPON OR USE OF DATA, CONTENT, OPINIONS OR OTHER MATERIALS APPEARING ON THE WEBSITE OR A LINKED WEBSITE, OR OTHER PERSONAL LOSS THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY MATERIAL ON THE WEBSITE OR A LINKED WEBSITE.

(c) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WEBSITE OWNER BE LIABLE TO YOU, OR ANY USER OF THE WEBSITE OR YOUR WEBSITE, OR TO ANY THIRD PARTY FOR ANY LOSS, EXPENSE, OR DAMAGE, OF ANY NATURE, INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING LOST PROFITS OR LOST REVENUE, CAUSED DIRECTLY OR INDIRECTLY BY THE USE OR RELIANCE UPON CONTENT OR SERVICES OBTAINED BY OR PROVIDED THROUGH THE WEBSITE, OR FOR ANY ERROR OR OMISSION, OR OTHERWISE IN ANY WAY CONNECTED WITH USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF WEBSITE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification.

You agree to indemnify, defend and hold harmless Website Owner, its officers, directors, employees, shareholders, agents, affiliates, suppliers, successors and assigns from and against any and all liability, loss, claim, demand, suit, proceeding, damage, cost and expense, including reasonable attorneys fees and costs, arising out of or resulting from (a) any violation by you of these Terms of Use; (b) the content of Your Website; or (c) any negligent acts, errors or omissions of you or your agents or contractors.

11. Miscellaneous.

11.1 These Terms of Use and all other terms and conditions related to the use of the Website shall be governed by and construed in accordance with the laws of the state of the principal place of business or primary residence of the Website Owner, United States of America, without regard to its conflict of law provisions. By use of the Website or creating a Link, you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in the county and state of the principal place of business or primary residence of the Website Owner, United States of America, for all disputes arising out of or related to the use of the Website, any information contained on or provided through the Website, and the creation and maintenance of a Link, and you waive all defenses to the exclusive jurisdiction of such courts.

11.2 If any provisions of these Terms of Use shall be unlawful, void or for any reason unenforceable, then such provision shall be deemed severed from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

11.3 These Terms of Use supersede any prior agreements or understandings between you and the Website Owner not incorporated into these Terms of Use. In the event of any inconsistency between these Terms of Use and any future posted Terms of Use, the last posted Terms of Use shall control.

11.4 There are no third party beneficiaries of these Terms and Conditions.

11.5 If you violate any of these Terms of Use, your permission to use the Website and to create or maintain a Link, and your license to the Marks shall immediately terminate without the necessity of any notice to you. Website Owner retains the right to deny access to the Website to anyone at its sole discretion, for any reason, including but not limited to violation of these Terms of Use. Website Owner may, at any time, in its sole discretion for any reason terminate only your right to create and maintain a Link, without affecting your right to otherwise access and use the Website in accordance with these Terms and Conditions. Upon notice of any termination of your right to create and maintain a Link and license to the Marks, and you shall immediately remove any and all Links and Marks from Your Website.

Last revised: December 9, 2019

USER AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY. YOUR USE OF THIS WEBSITE ("SITE") IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT WITHOUT MODIFICATION. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THIS USER AGREEMENT AND ALL RULES, POLICIES, TERMS, AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PRIVACY POLICY LOCATED AT luxuryhomesinparkcity.com/privacy, INCORPORATED BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO THESE SITE TERMS, DO NOT USE THIS SITE.

IF YOU HAVE NOT READ THIS AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THIS AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THIS AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE THE SITE.

1. Scope and Acceptance
This Site is hosted by Zurple, Inc.. or one of its affiliates (collectively "Constellation") on behalf of and as data processor and a service provider for one of its real estate industry customers (the "Company"). The Company is the data controller and its full name and contact details are set out on the Site. Constellation and Company are independent contractors and are not partners or otherwise engaged in any joint venture in delivering the Site. Unless expressly stated otherwise, any reference to "we", "us" or "our" shall refer to the Company. Nothing in this Agreement shall have the effect of making Constellation a sole or joint data controller.

Anyone who accesses or uses the Site is a "User." This Agreement applies exclusively to your access to, and use of, the Site, so please read it carefully. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Constellation, Company, or their respective affiliates for services, products or otherwise. We reserve the right to change or modify this Agreement and the Site, at any time. If we decide to change the Agreement, we will post a new version on the Site and update the date. Any changes or modifications will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your use of the Site following the posting of changes or modifications to the Agreement will constitute your acceptance of the revised Agreement. Therefore, you should frequently review the Agreement, including applicable policies, from time-to-time to understand the terms and conditions that apply to your use of the Site. If you do not agree to the amended terms, you must immediately stop using the Site. You agree that your sole and exclusive remedy with respect to any changes to this agreement is to discontinue use of the Site.

If you are accessing or using the Site on behalf of any business, organization, or other entity of any kind, you represent and warrant that you are authorized (a) to accept these terms on its behalf and (b) to bind such business, organization, or entity to this Agreement.

The Site is not intended or authorized for use by persons under the age of eighteen (18). By using the Site, you represent and warrant that you are eighteen (18) years of age or older and that you agree to and agree to abide by all of the terms and conditions of this Agreement. If we believe that you are under the age of eighteen (18) or that you are not old enough to consent to and be legally bound by this Agreement, we may, at any time, in our sole discretion, and with or without notice: (i) terminate your access to or use of the Site (or any portion, aspect, or feature thereof), or (ii) delete any content or information that you have posted through the Site.

2. Privacy
We believe strongly in providing you notice of how we collect and use your data, including personally identifying information, collected from the Site. We have adopted a Privacy Policy, which is available at luxuryhomesinparkcity.com/privacy to which you should refer to fully understand how we collect and use personally identifying information. The Privacy Policy may be changed from time to time and is effective immediately upon posting such changes to the Site.

3. Account Information and Security
In order to use certain areas of the Site, we may ask you to create an account and select a password and/or provide us with certain personal information. This information will be held and used in accordance with the Privacy Policy. By filling out any forms on the Site, providing information to us or making any inquiry, you acknowledge that we have an established business relationship and you expressly consent to being contacted by us, or by our service providers, including Constellation, on our behalf, whether by phone, mobile phone, email, mail, texting or otherwise.

You agree that you will provide us with accurate, complete, and updated information on your account. You are responsible for maintaining the security of your account. We recommend that you do not share your account details or your password with others. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTIVITY ASSOCIATED WITH YOUR ACCOUNT, WHETHER OR NOT AUTHORIZED BY YOU, INCLUDING CONTENT PUBLISHED OR PURCHASES MADE THROUGH YOUR ACCOUNT.

Please notify us immediately of any actual or suspected loss, theft, fraud, or unauthorized use of your account or account password.

Please note that if a "Public Area" is available on the Site, such as a forum, message board, or other community area that allows User posts, you are solely responsible for any information, text, photos, content or material that you upload, post or transmit to such area. You are also responsible for your reliance on any communications found in such areas. If you feel you or someone is in danger, or you believe illegal conduct may take place or has taken place, you should contact your local law enforcement agency immediately.

4. Operation
The specific features and functionality of the Site are dynamic and may change from time to time. We reserve complete and sole discretion with respect to the operation of the Site. We reserve the right to change terms and warranties without notice. We also reserve the right to withdraw, suspend, or discontinue any functionality or feature of the Site at any time.

5. Inaccuracies on the Site and Service and Property Listing Data
The Site may include inaccuracies or errors, and additions, deletions, and alterations could be made to the Site by unauthorized third parties. Although we attempt to ensure the integrity of the Site, neither the Company nor Constellation make any guarantees as to the timeliness, completeness, or accuracy of the Site or any of the content on the Site. Specifically, any real estate listing data provided to you in connection with the Site is not intended to be a representation of the complete Multiple Listing Service ("MLS") data for any of our MLS sources. Neither the Company nor Constellation are liable for, nor do they guarantee, the accuracy of any listing data or other data or information found on the Site, and all such information should be independently verified. The information provided in connection with the Site is for the personal, non-commercial use of consumers and may not be used for any purpose other than to identify prospective properties consumers may be interested in purchasing. Some properties which appear for sale on this website may no longer be available because they are under contract, have sold, or are no longer being offered for sale. If you believe any portion of the Site includes an error or inaccuracy, please notify us.

6. Availability of the Site and Service
It is not possible to operate the Site with 100% guaranteed uptime. We will make reasonable efforts to keep the Site operational. However, certain technical difficulties, routine site maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Site. In addition, we reserve the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Site, with or without notice. You agree that neither the Company nor Constellation shall be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Site.

7. Technical Requirements
Use of the Site requires Internet access through your computer or mobile device. You are responsible for all charges for Internet or mobile access resulting from your use of the Site, including from any notifications provided by the Site. Neither the Company nor Constellation do guarantees that the Site will be compatible with all devices or will be supported by all mobile carriers. You may be required to have JavaScript, cookies, or other technologies enabled to use certain features of the Site; if you do not have or do not implement or enable these technologies, certain features of the Site may not be functional for you.

8. Proprietary Rights
The content, structure, "look and feel," and all other elements of the Site are protected by copyright and other intellectual property laws of the United States and other jurisdictions. You may not sell, license, distribute, copy, publish, publicly perform or display, modify, adapt, translate, or create derivative works from, or otherwise make unauthorized use of, the Site or any portion thereof without the express prior written consent of both the Company and Constellation. Both the Company and Constellation reserve all rights not expressly granted in this Agreement. You shall not acquire any right, title or interest to the Site or any portion thereof, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. You acknowledge that the Company and Constellation will aggressively enforce intellectual property rights with respect to the Site to the fullest extent of the law.

9. Permitted Use
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Site and all materials available on or through the Site ("Site Materials") solely for your own personal use in accordance with the license scope and use restrictions specified in this Agreement and any other applicable agreement between you and us. You may not use the Site or any Site Materials for commercial purposes. You agree not to use the Site or Site Materials for any unintended purpose, for any unlawful purpose, or in any way that might harm, damage, or disparage any other party, including Constellation, Company, their respective affiliates, and all of their respective suppliers. Without limiting the preceding sentence, you agree that you will not do, or attempt to do, any of the following, unless expressly authorized by us to do so: (a) alter or modify the Site, or make any electronic reproduction, adaptation, distribution, performance, or display of the Site, or any portion thereof, except to the extent permitted by the intent and functionality of the Site or as required for the limited purpose of reviewing material on or interacting with the Site for the intended purpose of the Site; (b) sell, rent, lease, transfer, distribute, or assign to any third party any rights to the Site, or related materials; (c) remove or modify any proprietary notice or labels on the Site, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application; (d) use the Site for comparative or competitive research purposes; (e) copy, modify, or erase any information contained on computer servers used or controlled by us or any third party except to the extent permitted by the intent and functionality of the Site; (f) use the Site to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable; (g) access or use any password-protected, secure, or non-public areas of the Site, or access data on the Site, not intended for you, except as specifically authorized in writing by us; (h) impersonate or misrepresent your affiliation with any person or entity, or allow a third party to use your identification or to pretend to be you; (i) use any automated means (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 the Site) to access or use the Site, or display the Site, or portions thereof (e.g., deep linking, framing, scraping, etc.), without our express written permission; (j) attempt to or actually disrupt, impair, or interfere with the Site, or any information, data, or materials posted or displayed by us; (k) attempt to probe, scan, or test the vulnerability of the Site or breach any implemented security or authentication measures, regardless of your motives or intent; (l) attempt to interfere with or disrupt access to or use of the Site by any User, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; (m) post any content to the Site that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to Constellation’s or Company’s mission; or (n) use the Site in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.

10. Submissions
You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information regarding Constellation or the Company, or the Site provided by you in the form of postings on the Site, e-mail, or other communication or submission to us are unsolicited and non-confidential. Constellation or the Company, as applicable, will own exclusive rights, including all intellectual property rights, in and to such submissions, and we will be entitled to the unrestricted use of such submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. User Content
We may, at our sole discretion, permit Users to post, upload, publish, submit, or transmit text, graphics, photos, audio, video, or other content (collectively, "User Content"). By making available any User Content on or through the Site, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense (through multiple tiers), to view, use, copy, distribute, publicly display and perform, transmit, stream, broadcast, adapt, modify, create derivative works of, and otherwise exploit such User Content on, through, or by means of the Site. We will not pay you for any User Content and we do not claim any ownership rights in any such User Content. Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit such User Content independent of the Site. You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or you have all rights, licenses, consents, and releases that are necessary to grant to us the rights in such User Content, as contemplated under this Agreement; (ii) neither the User Content nor your posting, uploading, publication, submission, or transmittal of the User Content or our use of the User Content (or any portion thereof) on, through, or by means of the Site will infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (iii) all User Content complies with the permitted use of the Site under this Agreement; and (iv) the User Content does not include any false or misleading information and was not submitted under false pretenses. We may, but are not obligated to, (a) record, monitor, modify, or disclose User Content; (b) investigate a complaint that User Content violates this Agreement, and determine in our sole discretion whether to remove the User Content or take other action; (c) remove User Content if we determine in our sole discretion that a violation of the Agreement has occurred or may occur in the future; and/or (d) terminate a User’s access to the Site (or any portion thereof) if he or she has violated this Agreement.

12. Third Party Content
The Site may contain or display various materials and content from third parties, including advertising and promotional content ("Third Party Content"). The mere display on or through the Site of such Third Party Content does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of any third party or any affiliation between any such third party and us or Constellation. Furthermore, in using and accessing the Site, you agree that neither we nor Constellation are in any way responsible for the timeliness, completeness, or accuracy of Third Party Content. Our display of specific Third Party Content does not suggest a recommendation by us or Constellation of the third party or any products or services offered by the third party. Your interaction with any third party accessed through the Site (whether online or offline) is at your own risk, and neither we nor Constellation will have any liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party. The Site may also contain references or links to third-party properties, such as real properties and websites and other online services, not controlled by us or Constellation. Such references and links are provided solely as a convenience to you and such references and links should not be considered endorsements or recommendations of such third-party properties. You acknowledge and agree that neither we nor Constellation are not responsible for any aspect of the information or content contained in any third-party properties. You agree that neither we nor are responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such third-party properties. If you access, visit, or use any third-party properties referred to on the Site, you do so at your own risk. For the avoidance of doubt, this Agreement applies solely to the Site and does not apply to any third party website that may be accessed via third party links on the Site. We encourage you to review the third party agreements of any third party website you choose to access, as their agreements may differ from ours.

13. Disclaimers
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SITE AND SITE MATERIALS ARE AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SITE (INCLUDING ALL SITE MATERIALS, THIRD-PARTY CONTENT, AND ALL PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE SITE) ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONSTELLATION, COMPANY, THEIR RESPECTIVE AFFILIATES, AND ALL OF THEIR RESPECTIVE SUPPLIERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE SITE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE (INCLUDING SITE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, OR ANY PORTION THEREOF, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SITE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. NEITHER COMPANY NOR CONSTELLATION IS RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY. NEITHER COMPANY NOR CONSTELLATION MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE. CONSTELLATION IS MERELY A SERVICE PROVIDER TO COMPANY, AND IN NO EVENT SHALL CONSTELLATION BE LIABLE TO USER FOR ANY OF THE PRODUCTS, SERVICES, CONTENT OR INFORMATION PROVIDED THROUGH THE SITE OR OTHERWISE PROVIDED BY OR ON BEHALF OF COMPANY, AND CONSTELLATION MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL COMPANY, CONSTELLATION, THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE PARTNERS, SUPPLIERS, ADVERTISERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE SITE; (B) ANY LINKS, INFORMATION, AND MATERIALS ON THE SITE (INCLUDING SITE MATERIALS, USER CONTENT AND THIRD PARTY CONTENT); AND (C) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE SITE, OR ANY PORTION THEREOF, EVEN IF ANY OF THEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IF, DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED U.S. DOLLARS ($100).

15. Indemnity
YOU UNDERSTAND AND AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR IN CONNECTION WITH USE OF THE SITE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS COMPANY, CONSTELLATION, THEIR RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT AND ANY ACTIVITY RELATED TO YOUR USE OF THE SITE.

16. Termination
You agree that either we or Constellation may, in our sole discretion and without prior notice, terminate your access to or use of any of the Site at any time and for any reason, with or without cause. This right is in addition to any other remedies we or Constellation may have at law or in equity. You consent to our obtaining any injunctive or equitable relief that we or Constellation deems necessary or appropriate in such circumstances, without the need for a bond. You agree that neither we nor Constellation will be liable to you or to any third party for termination of your access to, or use of, the Site as a result of any breach of the Agreement or for any reason at all.

17. Copyright Infringement
We take copyright violations very seriously. We may remove material from the Site that appears in our sole discretion to infringe upon the copyright or other intellectual property rights of others, and we may terminate the access rights of any infringer. If you believe a work protected by a U.S. copyright you own has been posted on the Site without authorization, or has been mistakenly removed, you may notify our copyright agent as provided below, and provide the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner; (b) identification of the copyrighted work or works claimed to have been infringed, or mistakenly removed; (c) a detailed description of the material you claim is infringing, or has been mistakenly removed, together with information sufficient to enable us to locate it, including the URL where the infringing material appears; (d) your name, mailing address, telephone number, and e-mail address; (e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law, or has been mistakenly removed; and (f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed. To notify us of claimed copyright infringement, or to file a counter-notice in response to a takedown, please contact us at: DMCA Agent: DMCA Notice Manager, Attention: Legal Department, 3633 136th Place Southeast, Suite #300, Bellevue, WA 98006 Phone No.: 425-952-5500 Email address: [email protected]

18. International Use
Constellation’s servers and the operations of Constellation and the Company are located primarily in the United States and the policies and procedures of Constellation and the Company are based primarily on United States law. Because of this, the following provisions apply specifically to Users located outside of the United States: (i) you consent to the transfer, storage, and processing of your information (including submissions and personal data) to and in the United States and/or other countries; (ii) if you are using the Site from a country embargoed by the United States, or are on the United States Treasury Department’s list of “Specially Designated Nationals,” you are not authorized to access or use the Site; and (iii) you agree to comply with all local laws, rules, and regulations including all laws, rules, and regulations in effect in the country in which you reside and the country from which you access the Site. The Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Constellation or the Company to any registration requirement within such jurisdiction or country.

19. Dispute Resolution
19.1 Initial Dispute Resolution Process. We intend to resolve any and all disputes that may arise between us and Users in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to us in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. We shall respond promptly with responsive information from its perspective. You and we shall communicate promptly following the delivery of the response, and as often as you and we mutually deem necessary or desirable thereafter, in an attempt to resolve the matter.

19.2 Class Action Waiver. You and we agree that any proceedings to resolve or litigate any dispute, whether through a court of law or alternative dispute resolution, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

19.3 Wavier of Jury Trial. THE PARTIES UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, BOTH PARTIES ARE GIVING UP A RIGHT TO A JURY TRIAL.

20. Miscellaneous.
20.1 Applicable Law and Venue. This Agreement and any action related to this Agreement will be governed by the laws of the State of Maryland, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Site or this Agreement will be exclusively in the federal or local courts located in Seattle, Washington.

20.2 Entire Agreement. This Agreement (including all rules, policies, terms, and conditions incorporated herein by reference) constitutes the entire agreement between you and us relating to the subject matter hereof, and supersedes any and all prior agreements, negotiations, or other communications between you and us, whether oral or written, with respect to the subject matter hereof.

20.3 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation, shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby.

20.4 Waiver. No failure or delay in enforcing any provision, exercising any option, or requiring performance shall be construed to be a waiver of that or any other right in connection with this Agreement.

20.5 Assignment. You may not assign, by operation of law or otherwise, any rights or delegate any duties under this Agreement to any third party, including in connection with a merger or change of control, without prior written consent by us. Any purported assignment lacking such consent will be void at its inception. We may assign all or part of its rights and/or delegate all or part of our duties under this Agreement to any party, at any time, and in our sole discretion, upon notice of assignment by posting such notice on the Site.

20.6 Third Party Beneficiaries. This Agreement is intended for the benefit of you, the Company, and Constellation as a third-party beneficiary, and their respective permitted successors and assigns. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any other person.

20.7 English Language. The parties have required that the Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y rattachent soient rédigés en anglais.

Mark Jacobson
UT Lic. #618381SA00
Summit Sotheby's International Realty
1750 Park Avenue, Park City, UT 84060
(435) 659-1123
Park City Board of Realtors