Valuation Technology, Inc.

HomeView Report Requester – Terms of Use

Valuation Technology, Inc., a California corporation (“ValuTech”), makes the HomeView Report Services described herein available to you (the “Customer”, “Requester”, “You”, “Your” ) on the terms and conditions set forth in these Terms of Use (these “Terms”). These Terms are a legally binding contract between Customer and Valuation Technology. Customer must agree to these Terms before Customer may use the Services. If the Customer does not agree to all of the terms and conditions set forth in these Terms, the Customer may not use the Services.

BY AGREEING TO THESE TERMS (INCLUDING BY A CLICK-THROUGH OR OTHER AGREEMENT), CUSTOMER EXPRESSLY ACKNOWLEDGES THAT CUSTOMER HAS READ THESE TERMS AND AGREES TO ALL OF THEIR RESPECTIVE TERMS AND CONDITIONS. Also, by agreeing to these Terms (including by a click-through or other agreement), Customer is waiving, to the extent permitted under applicable law, any rights or legal requirements that require an original (non-electronic) signature or the delivery or retention of non-electronic records in order for a contract to be legally binding. If the Customer uses the Services, the Customer will be deemed to have accepted these Terms. If an individual is using the Services on behalf of such individual’s employer or another entity that is the Customer under these Terms, such individual represents and warrants that they have the full legal authority to bind the Customer to these Terms. If an individual does not have such authority, then such individual may not use the Services on behalf of Customer and they must discontinue all use of the Services immediately.

The Customer and Valuation Technology, each of whom may hereinafter be referred to as a “Party”, and collectively as the “Parties” hereby agree as follows:

1. 1. The Service. HomeViewReport.com permits a party, whether directly or on behalf of another (“End-User”), to provide contact information for a property owner, real estate agent or their authorized representative (“Submitter”, “Owner” “Agent”), who utilizes the “Service” to collect and submit information, responses and imagery (“Information”) regarding real property that is then processed and transmitted by the “Service” in various formats (“Report”) to the “End-User”. The HomeView Report Service Platform includes, but is not limited to, HomeView’s: (i) website (https://homeviewreport/com), User portal, and all subdomains, (ii) mobile applications, and (iii) related software, applications, features, data, content, products, and services (collectively, the “Home View Report Platform” or simply the “Service”).  All contact information, property responses, and imagery is defined herein as “Information.
   2. Product License. ValuTech hereby grants You a limited, non-exclusive, revocable, license to use the Services for the limited purpose of obtaining information and images of real property for facilitating a valuation or loan underwriting decision and not for any other purpose. It is understood that such purpose may include making the Information available to a real estate professional performing valuation or inspection services on the property as well as any intended End-User of such as valuation or inspection services, lenders or appraisal management companies, provided they agree to abide by the Terms of Use. You shall not disassemble, decompile, manipulate or reverse engineer the Services or any Report. Under no circumstances shall You sell, license, publish, display, copy, reproduce, mimic, distribute or otherwise make available the Service, except as expressly permitted by ValuTech.
   3. Reservations. The licenses granted hereby shall not constitute a sale of the Products, Licensed Materials, or the underlying software and rights therein. All rights not expressly granted to Customer under these Terms are expressly reserved to Valuation Technology.
   4. Use Obligations. You agree to the following when using the Services:
      1. You agree You are at least 18 years of age;
      2. You agree to comply with all terms and conditions of this Agreement;
      3. You agree to provide true, accurate, current, and complete information that is requested of You;
      4. Your access to and/or use of the Services does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which you are or may be subject;
      5. You will not use the Services to violate any statute, law, rule or regulation, to violate any agreement between ValuTech and you or to otherwise violate the legal rights of ValuTech or any third person;
      6. You will not access or use the Services in order to gain competitive intelligence about ValuTech, the Services, or any product or service offered by ValuTech or to otherwise compete with ValuTech;
      7. You agree to comply with any disclaimer or certification included in the Report:
      8. The statements, views, and opinions contained in a Report are those of the Submitter and are not endorsed by, nor do they reflect the opinion of ValuTech. ValuTech exercises no control whatsoever over the content, reliability, suitability, accuracy, or completeness of any information passing through the Services;
      9. You agree that when You place a request, You authorize us to receive, prepare, and deliver any Information, and otherwise use the Information and Report in accordance with the Agreement and Privacy Policy.
      10. ValuTech has the right to suspend or terminate Your access, refuse Your current or future use of the Services, Notwithstanding anything to the contrary, ValuTech reserves the right to restrict user access to HomeView Report for any or no reason, at any time, and without notice and without liability;
   5. Use Prohibitions. You agree not to:
      1. Intentionally or unintentionally violate any applicable local, state, or national law, regulation, or order.
      2. Use any of ValuTech’s trademarks without approval.
      3. Introduce into the Services any virus, rogue program, time bomb, drop dead device, back door, trojan horse, worm or other malicious or destructive code, software routines, denial of service attack, or equipment components designed to permit unauthorized access to the Services, or to otherwise harm other users, the Platform, or any third parties, or perform any such actions;
      4. Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real-time activities through the Platform.
      5. Download, distribute, export, deliver, or transmit any of the Information in the Reports except as permitted under this Agreement.
      6. Rely on a Report as a full or complete examination for the purpose of identifying the property’s life expectancy, exposing maintenance problems, recognizing construction faults, or assessing the condition of all improvements to real property (including structural items, electrical items, mechanical systems, plumbing system, or equipment);
   6. ValuTech’s Role. ValuTech is a technology company providing a conduit to collect and transmit information. ValuTech is not a lender or real estate broker representing you on another user. ValuTech and the services are not intended to provide financial or real estate advice, nor are the services making any purchase, sale, lending, or valuation decision or recommendation.
   7. Security. You shall be solely responsible for the security, confidentiality, and integrity of all information that you submit, transmit through or store on the Services. No data transmission over the Internet can be guaranteed to be 100% safe. Thus, we cannot warrant that Your information will be absolutely secure. You shall be solely responsible for any authorized or unauthorized access and use of Your account by any person. You have the affirmative responsibility to monitor and control access to Your account information.
   8. Confidentiality.
      1. Confidentiality Obligations. From and after the date Customer accesses the Services, each Party receiving Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) shall: (i) treat such Confidential Information as the confidential property of the Disclosing Party and be responsible for any breach of the terms hereof by itself or any authorized Person who receives Confidential Information of the Disclosing Party on its behalf; (ii) not use the Confidential Information except as permitted under these Terms; (iii) not disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party (except as authorized herein and other than to such Party’s employees or independent contractors who (A) have a need to know such Confidential Information, (B) have been advised of the confidential nature of such information and the obligations that apply to them in connection therewith and (C) are subject to obligations of confidentiality with respect to such information as stringent as those set forth herein); and (iv) maintain the confidentiality of the Confidential Information of the Disclosing Party as it would its own most highly confidential information, but in no event shall the Receiving Party use less than reasonable care.
      2. Confidential Information. “Confidential Information” means, with respect to a given Party, such Party’s formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, business and marketing plans, customer names, prospective customer names, the terms and pricing under these Terms or any Order, any data relating to any research project, work in process, engineering, manufacturing, marketing, servicing, financing or personnel matter, data relating to such Party’s present or future products, sales, suppliers, clients, customers, employees, investors or business partners (including any confidential information of such suppliers, clients, customers, employees, investors or business partners) and all information clearly identified in writing at the time of disclosure as “confidential”, and in the case of Valuation Technology, the Products, API and the Licensed Materials shall be deemed the Confidential Information of Valuation Technology. Confidential Information does not include information that: (i) was or is in the public domain prior to the date of disclosure; (ii) was or is lawfully received by the Receiving Party from a third party who is not subject to an obligation of confidentiality with respect to such information; (iii) was or is already known by or in the possession of the Receiving Party; or (iv) is required to be disclosed under applicable law or by a governmental or court order, decree, regulation or rule, provided that the Receiving Party gives written notice to the Disclosing Party to the extent legally permissible prior to disclosure.
   9. Intellectual Property.
      1. Valuation Technology Intellectual Property. As between Valuation Technology and Customer, Valuation Technology exclusively owns and at all times retains all right, title and interest in and to the Valuation Technology Intellectual Property. The Customer will not claim for itself or for any third parties any rights, title, interest or licenses to the Valuation Technology Intellectual Property, except for the licenses expressly set forth herein. Customer further acknowledges that any derivative works, improvements, modifications, feedback, ideas or suggestions made by Customer or Valuation Technology with respect to the Valuation Technology Intellectual Property are, and shall at all times be, the property of Valuation Technology, with all right, title and interest therein. Customer hereby assigns to Valuation Technology all right, title and interest that Customer may have in and to any such derivative works, improvements, modifications, feedback, ideas, or suggestions. Notwithstanding the foregoing, except with respect to any Valuation Technology Intellectual Property incorporated, made available and/or displayed in a Customer Report or Derivative Product (all of which shall remain the exclusive property of Valuation Technology), Valuation Technology expressly disclaims all right, title and interest in or to any Customer Report or Derivative Product, each of which shall be owned exclusively by Customer. Customer further acknowledges that any goodwill or reputation for any of the Valuation Technology Intellectual Property will belong to Valuation Technology, with all right, title and interest therein. Customer shall not be entitled to claim recompense or compensation for such enhanced goodwill or reputation.
      2. Valuation Technology Development. Notwithstanding any portion of these Terms to the contrary, Customer understands, acknowledges and agrees that Valuation Technology may, and Valuation Technology hereby expressly reserves the right to, currently or in future develop information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques internally, or receive such information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques from third parties, that may be similar or identical to any Customer Report or Derivative Product, or any information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques therein. In addition, Customer understands that Valuation Technology may have, or in the future may enter into, relationships with third parties having pre-existing or competitive relationships with Customer, or with third parties with whom Customer may also be dealing or negotiating, including, without limitation, with respect to initiatives or arrangements similar to or competitive with initiatives or arrangements proposed or intended to be proposed by Customer, or any Customer Report or Derivative Product. These Terms will not in any way limit, restrict or preclude Valuation Technology from pursuing any of its present or future business activities or interests or from entering into any agreement or transaction with any person, even if the same are similar or identical to any Customer Report or Derivative Product, or any information, software code, products, analytics, business development initiatives or arrangements, marketing (or co-marketing) initiatives or arrangements, concepts, systems or techniques therein.
      3. Proprietary Notices. Customer shall not remove or modify any trademark, copyright or other proprietary legends, marking, disclaimer or notice contained in any Individual Report.
      4. Customer Data. “Customer Data” consists of information input into the Products by Customer and Customer behavior on the Products, as captured by the Products. Valuation Technology agrees that Customer will own all Customer Data. The Customer is ultimately responsible for making and keeping current copies of all Customer Data and related information. Customer hereby grants to Valuation Technology a royalty-free, worldwide, perpetual, irrevocable and fully transferable right and license to use Customer Data for the purpose of making available, enhancing, operating, developing and otherwise exploiting Valuation Technology’s products and services, including the Products or any other websites and mobile applications, in all events, in a manner that others exercising reasonable diligence cannot determine the Customer Data to be information concerning or describing Customer’s specific business.
   10. Representations and Warranties; Indemnities; Disclaimers.
       1. Representations and Warranties. Customer represents and warrants to Valuation Technology that (i) Customer’s responsibilities, promises and negative covenants herein will be fully complied with and rendered in accordance with all requirements identified in these Terms; and (ii) Customer has the authority to enter into and perform its obligations under these Terms and to grant the rights set forth herein. Valuation Technology represents and warrants to Customer that, to the best of Valuation Technology’s knowledge, the Valuation Technology Intellectual Property does not infringe the copyrights, trademarks, trade secrets or patents of any third party.
       2. Indemnity.
          TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD VALUATION TECHNOLOGY AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY THE “VALUATION TECHNOLOGY PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE VALUATION TECHNOLOGY PARTIES ARISING FROM OR RELATING TO (A) YOUR USE AND EACH AUTHORIZED USER’S USE OF THE PRODUCTS OR SERVICES, (B) YOUR OR YOUR AUTHORIZED USERS’ VIOLATION OF THESE TERMS, (C) ANY USER SUBMISSIONS OR FEEDBACK YOU PROVIDE; OR (D) YOUR OR YOUR AUTHORIZED USERS’ VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY (COLLECTIVELY ”THIRD PARTY ACTIONS”); AND (II) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGMENTS (INCLUDING PAYMENT OF THE VALUATION TECHNOLOGY PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE VALUATION TECHNOLOGY PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE VALUATION TECHNOLOGY PARTIES, OR MADE BY ANY OF THE VALUATION TECHNOLOGY PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE VALUATION TECHNOLOGY PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE VALUATION TECHNOLOGY PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE VALUATION TECHNOLOGY PARTIES, OR GROSS NEGLIGENCE OF THE VALUATION TECHNOLOGY PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, AMONG OTHERS, AN AUTHORIZED USER, AN UNAUTHORIZED USER, A SPOUSE, PARTNER, FAMILY MEMBER, GUEST, NEIGHBOR, TENANT, EMPLOYEE OR INSURANCE COMPANY. Valuation Technology reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Valuation Technology and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Valuation Technology’s prior written consent. Valuation Technology will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
       3. Disclaimer of Warranties.
          1. EXCEPT AS OTHERWISE EXPRESS SET FORTH HEREIN, THE PRODUCTS ARE PROVIDED “AS-IS” AND WITHOUT ANY OTHER EXPRESSED OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. VALUATION TECHNOLOGY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PRODUCTS,  MATERIALS, OR THE OPERATION OR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS OR COMPREHENSIVENESS. VALUATION TECHNOLOGY HEREBY EXCLUDES ALL IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING, ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. VALUATION TECHNOLOGY HEREBY EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND OF NON-INFRINGEMENT, CONCERNING THE PRODUCTS, MATERIALS, AND OPERATION OR USE THEREOF. VALUATION TECHNOLOGY DOES NOT WARRANT THAT THE PRODUCTS OR MATERIALS WILL MEET ALL OF THE CUSTOMER’S BUSINESS REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.
          2. The Customer acknowledges and agrees that projected market and financial information, conclusions, and other information contained in Valuation Technology’s products and services (and/or Valuation Technology’s databases and analytical processes) are based upon tested methodologies for accuracy. However, such information and conclusions are not definitive forecasts, appraisals, or opinions of valuations. All such information and conclusions are stated in terms of probability of likelihood based on market factors and information submitted to Valuation Technology, and such information and conclusions are not guaranteed by Valuation Technology and should not be construed as investment advice or relied upon for critical decision making. Valuation Technology uses or has used public and/or confidential data and assumptions provided to Valuation Technology by third parties, and Valuation Technology has not independently verified the data and assumptions used in these analyses or data sets. Changes in the underlying data or operating assumptions or any loss of access to any one or more sources will clearly impact the analyses, conclusions, and appraisals.
          3. Customer acknowledges and agrees that, except as provided in connection with any particular product or service within its associated terms of use, Valuation Technology makes no representations or warranties, express or implied, regarding Valuation Technology’s products and services, or the information contained therein, including the recommendations or the advice given therein, and Valuation Technology has no liability to you, or to any third parties, relating to the use or implementation of the information contained in Valuation Technology’s products and services, or any action, inaction or decisions (including any lending, investment, purchase or disposition decision) that may be made based on the information provided therein. Customer agrees that any decision (including any lending, investment, purchase or disposition decision) regarding or relating to or based on the use or implementation of any output, data, analysis, recommendation or advice contained in Valuation Technology’s products and services is made solely by you, and your agents and employees, at your or their sole and exclusive discretion. You further agree that you and your agents and employees shall not hold Valuation Technology or any of the Related Parties liable for the use or implementation, by you or any other party, of the information contained in Valuation Technology’s products and services, or for any action, inaction or decisions (including any lending, investment, purchase or disposition decision) made, by you or any other party, based on the information provided in Valuation Technology’s products and services.
          4. The Products are provided solely for general business information, do not constitute real estate, legal, tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by Customer’s acceptance or use of the Products. The Products shall not be used for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, employment, or government license or benefit.
          5. Customer acknowledges and agrees that Valuation Technology’s information providers, appraisers and third-party service providers shall not be liable for any claim or loss resulting from the content of, errors or omissions in, or Customer’s use of the information contained in or retrieved from the Products or any Customer Report or Derivative Product.
   11. Limitation of Liability
       1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, OR STRICT LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
       2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OR MISAPPROPRIATION OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY OF THE OTHER PARTY, OR THE OBLIGATIONS OF THE PARTIES TO THESE TERMS OR ANY GIVEN ORDER PURSUANT TO SECTION 7.b., IN NO EVENT SHALL A PARTY’S TOTAL CUMULATIVE LIABILITY FOR DAMAGES UNDER THESE TERMS OR ANY GIVEN ORDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) EXCEED THE AMOUNT PAID BY CUSTOMER TO VALUATION TECHNOLOGY UNDER THESE TERMS OR ANY GIVEN PRODUCT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE LIMITATION SET FORTH HEREIN LIMIT A PARTY’S RIGHT TO OBTAIN EQUITABLE RELIEF AGAINST THE OTHER PARTY OR LIMIT A PARTY’S RIGHTS TO ANY AMOUNTS PAYABLE UNDER THESE TERMS OR ANY GIVEN ORDER.
       3. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THESE TERMS OR ANY GIVEN ORDER.
   12. Compliance with Applicable Laws
       1. Customer shall comply with all applicable federal, state, county and local laws, rules, ordinances, regulations, and codes, including those governing privacy, data protection, fair information practices, public records, marketing to consumers, and consumers’ rights to privacy, in connection with its use of the Products, Customer Reports, Derivative Products or otherwise. Customer will procure all required permits, approvals, inspections and certificates in order to operate its business in compliance with all applicable laws. Customer shall be solely responsible for all uses of the Products, Customer Reports and/or Derivative Products, including any violation of law arising out of its unauthorized use or misuse of the foregoing.
   13. Fees and Payment
       The following billing and payment terms apply to Customer’s use of the Services (for purposes of these billing and payment terms, the suite of Products are collectively referred to as the “Services”). In the event of any conflict between these billing and payment terms and the terms of any Order, these billing and payment terms will govern unless expressly set forth in the given Order.
       1. Fees and Charges
          1. Single Purchase: Valuation Technology will charge Customer immediately for any single purchase, such as a single Valuation Report.
          2. Terms. Net 30 Payment Terms may be extended as a courtesy to customers who have submitted a satisfactory credit application. Upon written account approval Valuation Technology will offer Customer payment terms. Terms will be based on a separate letter of credit (LOC) mutually agreed upon in writing.
          3. Monthly Subscription: Valuation Technology will charge Customer monthly in advance for any Service licensed on a monthly subscription basis unless and until Customer or Valuation Technology cancels/terminates the subscription. Valuation Technology will charge Customer monthly in arrears for overage fees if any.
          4. Annual Subscription: Valuation Technology will charge Customer annually in advance for any Services licensed on an annual subscription basis unless and until Customer or Valuation Technology cancels/terminates the subscription. Valuation Technology will charge Customer monthly in arrears for overage fees if any.
       2. Charges are billed to the credit or debit card. Charges are billed to the credit or debit card Customer registered with their Customer account (the “Account”). Valuation Technology may, from time to time and at any time, change the amount of or basis for determining any fees or charges. Customer acknowledges that the amount billed each month may vary from month to month for various reasons, including due to overage fees, promotional offers, changes to Customer’s Service licenses or subscriptions and changes in taxes and fees, if any. Customer agrees to pay all amounts billed for the Services, as well as all taxes, fees, and other charges, if any, that are now or may in the future be assessed in connection with any of the Services that Customer accesses or uses, and any other charges due and owing to Valuation Technology. Valuation Technology may apply interest and late fees for any amounts paid following the date when due, and Valuation Technology may terminate or suspend Customer’s Account for any failure to timely pay any amounts or maintain up-to-date payment method information within Customer’s Account. State and local taxes or reimbursement charges for gross earnings taxes in some states may apply.
       3. Registration of Credit or Debit Card. If Customer does not already have an Account, Customer will be required to establish an Account to access certain Services. To access these certain elements, Customer will also be required to register a valid credit or debit card to process payments of the associated fees. When Customer registers a credit or debit card for a new Account, Customer authorizes Valuation Technology to place a pending charge to the credit or debit card to verify Customer’s billing address and the validity of Customer’s credit or debit card, which pending charges are temporary and will not be converted into an actual charge to Customer. Pending charges, while pending, will, however, reduce the available amount of credit on Customer’s credit card or funds available to Customer’s debit card. Customer is solely responsible for any and all fees charged to Customer’s credit or debit card by the issuer, bank, or financial institution, including fees for membership, any overdraft or other insufficient funds, or for exceeding any applicable credit limit. Once Customer’s Account is authenticated, the credit or debit card that Customer registered with Customer’s Account will be charged for each transaction without having to reenter Customer’s credit or debit card information. Customer agrees that the issuer of any credit or debit card registered with Customer’s Account will accept these Terms as Customer’s authorization and pay all amounts billed in connection with the use of Customer’s Account without Valuation Technology submitting a signed receipt.
       4. Update Credit or Debit Card. Customer agrees to provide Valuation Technology with updated credit or debit card information upon request and any time the information Customer previously provided is no longer valid. Customer is solely responsible for maintaining and updating the credit or debit card information. Without limiting the applicability of any other provisions of these Terms, Customer acknowledges and agrees that neither Valuation Technology nor any Valuation Technology affiliated company will have any liability whatsoever for any non-sufficient funds or other charges incurred by Customer as a result of such attempts to charge, and/or place holds on, Customer’s credit card.
       5. Billing Cycle
          1. For Services licensed on a subscription basis, Valuation Technology will automatically bill Customer each month on the calendar day corresponding to the date on which Customer first commenced payment for the subscription-based Services. Account fees for subscription-based Services and any overages are fully earned upon payment. If Customer’s subscription began on a day not contained in a given month, then Valuation Technology may bill Customer on a day in the applicable month or such other day as Valuation Technology deems appropriate (e.g., if Customer is regularly billed on the 31st, then Valuation Technology may bill Customer on the 28th or 30th of the calendar months that do not have 31 days).
          2. For Services licensed on Net 30 Terms, Valuation Technology will bill Customer each month on the 1st day of the month for all Products ordered in the previous calendar month and all outstanding balances.
          3. Although Valuation Technology endeavors to bill Customer as described in this paragraph, Valuation Technology reserves the right to change the timing of its billing as necessary, from time to time, and at any time. Valuation Technology may authorize Customer’s payment method in anticipation of Account or service-related charges. As used in these Terms, “billing” shall indicate a charge, debit, or other payment clearance, as applicable, against Customer’s registered credit or debit card information. For the purposes of this paragraph, “month” or “monthly” refers to Customer’s billing cycle.
       6. No Returns, Credits or Refunds. CUSTOMER UNDERSTANDS AND AGREES THAT PAYMENTS ARE NONREFUNDABLE. VALUATION TECHNOLOGY IS NOT OBLIGATED, AND CUSTOMER IS NOT ENTITLED AND HEREBY WAIVES ANY RIGHT, TO ANY CREDIT, REFUND, PRICE ADJUSTMENT OR ANY OTHER DISCOUNT, COMPENSATION OR RECOMPENSE FOR ANY PARTIALLY USED PRODUCTS (E.G., SUBSCRIPTIONS NOT USED OR TRANSACTIONAL PRODUCTS NOT DOWNLOADED OR FULLY VIEWED). Although not required or obligated, Valuation Technology reserves the right to evaluate or elect to provide credits, refunds, price adjustments or other discounts, compensation or recompense, from time to time, and at any time, in its sole and absolute discretion; provided that any such elections to offer any such credits, refund, price adjustments or other discounts, compensation or recompense in one instance does not entitle Customer to the same or any such benefit in the future for similar or unrelated instances, nor does it create any obligation whatsoever for Valuation Technology to offer such benefit to Customer or any other user in connection with any past, present, or future requests under any circumstance whatsoever. Any amounts refunded in the form of bill credits, cash payments or any other form shall be inclusive of all applicable taxes, fees and surcharges that were originally paid on such amounts. Credit amounts that do not represent a refund of, or a discount to, the price paid for any good or service will not result in the refund of any tax, fee, or surcharge previously paid.
       7. Payment Processing. Customer authorizes Valuation Technology to use outside payment processing agencies or other companies for purposes of paying any refund owed to Customer. Customer agrees that Valuation Technology may determine in its sole and absolute discretion the form of any refund that Valuation Technology issue to Customer under these Terms, and such form may include a credit on Customer’s next statement, a check, or a prepaid debit card.
       8. Maximum Overage Amount. For the Valuation Technology Services, nonrecurring and usage-based charges generally billed in the billing cycle following the transaction include, but are not limited to, Individual Reports, AVMs, and Property Inspections, over and above Customer’s monthly limit. As long as payments are current, Customer will have a limit (up to a maximum of $5,000) per bill cycle on such one-time orders billed to Customer’s Account. This limit will vary based on creditworthiness or for other reasons.
       9. Attorney’s Fees/Collections. If Valuation Technology uses an attorney or a collection agency to collect any money Customer may owe, or to assert any other right that Valuation Technology may have against Customer (e.g., any breach of any agreement Customer may have with Valuation Technology or any of its affiliates), then Customer hereby agrees to pay the reasonable costs of such collection or other action. These costs may include the costs of a collection agency, reasonable attorneys’ fees, and court costs.
       10. Unpaid Balances. In the event that any debt is not paid in accordance with the terms of an order, invoice or letter of credit between Customer and Valuation Technology, Customer shall pay to Valuation Technology interest on the entire outstanding balance due and owing to Valuation Technology by Customer at the rate of one percent (1.5%) per month (18% per annum) or at the highest interest rate allowable by law, if Said interest shall commence and accrue as of the date of the first Default and shall continue until the entire outstanding balance is paid in full. A Return Check Service Fee of $35 may be charged to Customer account for each dishonored check.
       11. Billing Error. If Customer believes that Customer has been billed in error, Customer must contact Valuation Technology’s Customer Service immediately, and in no event more than fifteen (30) days following the date Customer is billed. Failure to timely notify Valuation Technology of any dispute will constitute Customer’s acceptance of the corresponding billed amounts. Customer must pay undisputed portions of any billing statement when due, or, without limitation to any other rights or remedies available to Valuation Technology at law, in equity, under contract (including these Terms), or otherwise, all of which are hereby expressly reserved, Valuation Technology may elect to suspend or terminate Customer’s access to the Products, permanently or temporarily, in whole or in part. All payments for the Products must be made directly by Customer to Valuation Technology unless Valuation Technology authorizes otherwise; Valuation Technology shall have no obligation to provide Products for which payment is made by Customer to a third party or for which payment is made by a third party on Customer’s behalf.
       12. Restarting Customer’s Products. If Customer does not make timely payment for the Products, Valuation Technology may suspend, limit, or terminate Customer’s access to such Products, and in such event, Valuation Technology will be immediately and forever wholly relieved from any and all of duties and obligations to Customer under these Terms. If Customer’s Account is suspended for non-payment, or for any other reason whatsoever, then Valuation Technology may require that Customer pay, and Customer agrees to pay, any amount due (regardless of how long outstanding, and including all past due charges and all outstanding balances accrued through the date of such suspension) before Valuation Technology reestablishes Customer’s access to any of its Products. Valuation Technology is not obligated to reestablish Customer’s access to any of its Products. If the Products are suspended for non-payment, or for any other reason whatsoever, then Customer may no longer be eligible, even if Customer pays to reestablish Customer’s good standing, to receive any remaining credits or promotional pricing that Customer would have been eligible to receive had the Products not been suspended, limited, or terminated. Unless required by applicable law, deposits will not be held segregated from other funds and will not earn or accrue interest. Promotional pricing is valid only at the time of initial purchase of such promotional Service, and Valuation Technology reserves the right to stop any promotion at any time for any reason whatsoever.
       13. Suspension/Termination by Valuation Technology. Customer’s Services may be suspended or terminated if Customer’s payment is past due. Valuation Technology may also suspend or terminate Customer’s Services if it is determined that there is previously unpaid, undisputed, and outstanding amounts due with respect to the Services. Such suspension or termination may continue until satisfactory arrangements have been made for the payment of all past unpaid charges. While Customer’s Services are suspended any applicable promotional offers may be discontinued and revoked as determined solely by Valuation Technology. Customer may be charged a fee to restore Customer’s access to the Services. In addition, Valuation Technology may immediately terminate all or a portion of Customer’s access to the Services or suspend Customer’s access to the Services, without notice, for conduct that Valuation Technology believes (a) is illegal, fraudulent, harassing, abusive, or intended to intimidate or threaten; (b) constitutes a violation of any law, regulation, or tariff (including, without limitation, copyright and intellectual property laws); or (c) is a violation of these Terms, or any applicable policies or guidelines, and Valuation Technology may refer such use to law enforcement authorities without notice to Customer. For clarity, termination or suspension by Valuation Technology of the Services also constitutes termination or suspension (as applicable) of Customer’s license to use any associated software, if applicable.
       14. Termination by Customer. Customer may terminate its Account and access to the Services at any time in Customer’s user administration console. Customer must pay subscription fees, usage fees and overage charges incurred through the end of the subscription term or billing cycle, including any early termination fees that may apply.
       15. No Paper Bill. Failure to receive a bill, including a paper bill does not release Customer from Customer’s payment obligations under these Terms.
       16. Free Trial. Notwithstanding the foregoing, in some cases, Customer may be provided a free trial or evaluation period to use the Services for a limited period of time free of charge, as may be set forth on the Valuation Technology Site or in a given Order. In the case of any free trial, Customer will not be charged during the free trial period or will not be charged for a specified number of Individual Reports during the free trial, as will be set forth in a given Order. Free trials may be subject to various limitations, including, without limitation, a limited number of accessible Individual Reports. When Customer agrees to a free trial for the Services, Customer may be asked to authorize, and by accepting these Terms, Customer hereby expressly authorizes Valuation Technology to charge the applicable Fees for such Services to Customer’s designated billing payment method upon the expiration of the free trial, in each case, as set forth on the Valuation Technology Site or in a given Order. For clarity, Customer must notify Valuation Technology of its determination to terminate a free trial on or before the last day of the free trial. Unless otherwise set forth on the Valuation Technology Site or a given Order, upon the expiration of a free trial, Customer will only be able to access the Services in connection with a paid license, on a pay-per-transaction basis or as otherwise described on the Valuation Technology Site or the given Order.
       17. Terms. The term of any subscription or of a given Order will be as set forth in the Order.
   14. Suspension or Termination.
       1. Termination by Either Party. Either Party may terminate a subscription or a given Order as set forth in the Order and/or in this Section 11. VALUATION TECHNOLOGY IS NOT RESPONSIBLE FOR CUSTOMER’S FAILURE TO PROPERLY CANCEL A SUBSCRIPTION AND VALUATION TECHNOLOGY DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL SUBSCRIPTION PERIOD.
       2. Suspension or Termination by Valuation Technology. Unless otherwise expressly set forth in a given Order, Valuation Technology may suspend or terminate Customer’s access to the Products, in its sole discretion and without notice or liability to Customer, at any time if Valuation Technology believes in good faith that Customer has violated or acted inconsistently with any provision or the spirit of these Terms or any Order or any applicable law, rule or regulation or that Customer has engaged in conduct that Valuation Technology reasonably determines to be inappropriate or unacceptable. Valuation Technology may in its sole discretion, and at any time, discontinue providing the Products, or any part thereof, on notice to Customer.
       3. Effect of Termination. Upon termination or expiration, all licenses granted hereunder will immediately terminate and revert to Valuation Technology, and Customer will immediately (i) except as expressly permitted by the licenses set forth in these Terms, cease all use of the Products and (ii) pay all accrued Fees in respect of the period through the date of termination or that may otherwise be required to be paid as set forth in a given Order.
   15. Privacy. All information about Customer, including any Customer Data and any information stored or transmitted in any way through use of the Products is subject to Valuation Technology’s Privacy Policy, which can be found at http://www.Valuation Technology.com/privacy-policy/. Valuation Technology’s Privacy Policy is incorporated into these Terms by this reference.
   16. Dispute Resolution and Arbitration
       1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree first to attempt to negotiate any Dispute (except those “Disputes” expressly provided below) informally for at least thirty (30) days before initiating arbitration, such informal negotiations commence upon written notice from one Party to the other Party.
       2. Binding Arbitration. If the parties are unable to resolve a Dispute through information negotiations, the Dispute (except those “Disputes” expressly provided below) will finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the commercial Arbitration Rules of the American Arbitration Association (“AAA”) and where appropriate, the AAA’s Supplementary Procedures for Consumer-Related to Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of Arbitration compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to be excessive by the arbitrator, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through submission of documents, by phone or online. The arbitrator will make the decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in San Diego County, California. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
          If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in San Diego County, California and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
          In no event shall any Dispute brought by either Party related in any way to the services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of the provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above and the parties agree to submit to the personal jurisdiction of that court.
       3. Restrictions. The parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class-action procedures; and (c) there is not right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
       4. Exceptions to Informal Negotiations and Arbitration
          The parties agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the parties agree to submit to the personal jurisdiction of that court.
          This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or Valuation Technology may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.
       5. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (b) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
   17. Miscellaneous
       1. Entire Agreement; Amendment. These Terms (including the Privacy Policy, Website Terms of Use and certifications and limiting conditions contained in the individual reports) and any other terms and conditions set forth in a given Order and/or governing the use of the Products constitute the entire agreement and understanding between the Parties and integrate all prior discussions between them related to its subject matter and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the Parties with respect to such subject matter. Any reference herein to these Terms will include a reference to each Order that incorporates these Terms. Valuation Technology may update these Terms from time to time in its sole discretion. Valuation Technology will use reasonable efforts to notify Customer of any material update to these Terms and the updated version of these Terms will be made available on the Valuation Technology Site. Customer may be prompted to agree to or decline an update of these Terms in connection with their next login (and in such event, Customer will be required to agree to the update in order to continue using the Products). In the event of any conflict between these Terms and a given Order, the Terms will govern.
       2. Assignment. Customer may not assign its rights, or delegate its obligations, under these Terms to any other Person without the express written approval of Valuation Technology and any attempt at assignment in violation of this Section 13(d) shall be null and void. Valuation Technology may assign these Terms or any given Order without limitation, including to an acquirer of all or a substantial portion of its business or assets.
       3. Waiver. The waiver, express or implied, by Valuation Technology of any breach of these Terms by Customer will not waive any subsequent breach by Customer of the same or a different kind.
       4. Independent Contractors. The Parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in these Terms shall be interpreted as constituting either Party the joint venturer, employee or partner of the other Party or as conferring upon either Party the power of authority to bind the other Party in any transaction with third parties.
       5. Severability. In the event any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the other provisions of these Terms will remain in full force and effect.
       6. Third Parties. The Parties acknowledge and agree that certain Valuation Technology’s licensors, affiliates and third-party vendors are a direct beneficiary with respect to Sections 2, 3 and 8 of these Terms and Conditions and may rely on and enforce each of such provisions as if such licensor was a party hereto. Except as set forth in the preceding sentence, the Parties confirm that unless explicitly granted herein (including within the indemnification provisions herein) their intent is not to confer any rights on any third parties by virtue of these Terms, and accordingly any provisions of law conferring rights to third parties shall not apply to these Terms.
       7. Attorneys’ Fees. Should either Party hereto initiate a legal or administrative action or proceeding (an “Action”) to enforce any of the terms or conditions of these Terms, the prevailing Party shall be entitled to recover from the losing Party all reasonable costs of the Action, including without limitation attorneys’ fees and costs.
       8. Publicity. Valuation Technology may publicly disclose that Customer is a client of Valuation Technology and display Customer’s name and logo in connection with such disclosure.
       9. Survival of Terms. The terms and conditions providing for any activity following the termination or expiration of the Agreement, any warranties, disclaimers, remedies and any indemnification obligations, and any other provision which, by its terms is intended to survive the termination of the Agreement, shall survive the termination or expiration of the Agreement.
       10. Contact Us. If you have any questions about these Terms or your dealings with Valuation Technology, Inc., please contact us at support@valuationtechnology.com.
       11. Copyright and Legal Notice. Copyright © 2020 Valuation Technology, Inc. All Rights Reserved.
       12. Effective Date. The effective date of these Terms is April 1, 2020.