Terms of Use

Effective November 6, 2013

PLEASE READ THESE TERMS OF USE CAREFULLY.

1. ACKNOWLEDGEMENT AND ACCEPTANCE.

a. Trade Area Systems, Inc. (“TAS”) provides, through the use of its web site, www.tradeareasystems.com, and/or other applications and online services that are accessible through various desktop, tablet and mobile web browsers from time to time, including TAS Mobile, TAS Online, TAS Analyst and TAS Viewer (collectively, the “Sites” and each, a “Site”), information, products or services relating to enterprise market intelligence systems for real estate. In consideration of your access to and use of the Sites or any Site Content (as defined below), you agree to the following terms and conditions and any rules, policies, procedures and terms related to the use of a Site that may be published from time to time on such Site or otherwise provided to you by TAS (collectively, these “Terms of Use”). These Terms of Use are in addition to, and do not nullify, any other agreement between you and TAS. In the case of any direct conflict between these Terms of Use and any other agreement between you and TAS related to any Site, the terms of such other agreement shall control but only to extent applicable to the conflicting provisions.

b. These Terms of Use govern access to and use of the Sites, including, visitors’ access to and use of the publicly available areas and features of the Sites (“Public Areas”) and Registered Users’ (as defined below) access and use of certain nonpublic areas or features of a Site restricted to users who are subscribers of TAS or for whom TAS otherwise provides login credentials (each, a “Registered User” and such restricted areas or features, “Restricted Areas”). Unless otherwise indicated, the term “Sites” as used throughout these Terms of Use shall include the Public Areas and any Restricted Areas of the Sites. For the purposes of these Terms of Use, “you” or “your” shall refer to you as a visitor of a Public Area of a Site or as a Registered User of the Sites (“User”).

c. The Sites are controlled and offered by TAS from its facilities in the United States of America. TAS makes no representations that the Sites are appropriate or available for use in other jurisdictions. If you are a non-U.S. resident and you access any Site, you do so at your own risk and are responsible for compliance with local laws and regulations. You may not access, download, use or export the Sites or the Site Content in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations.

CAUTION: PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY ACCESSING AND USING ANY SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, THE PRIVACY POLICY https://www.tradeareasystems.com/privacy-policy

d.. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE USER TO THESE TERMS OF USE. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS OF USE, DO NOT USE ANY OF THE SITES. YOU REPRESENT TO US THAT YOU ARE EIGHTEEN (18) YEARS OF AGE OR OLDER. IF YOU ARE UNDER THE AGE OF 18, YOUR PARENT OR LEGAL GUARDIAN MUST AGREE TO THESE TERMS OF USE ON YOUR BEHALF IN ORDER FOR YOU TO ACCESS AND USE THE SITES.

2. PRIVACY POLICY. Any confidential information provided by you in connection with your use of the Sites, including, without limitation, any Registration Data (as defined below) or other personally identifiable information, will be treated in accordance with TAS’ Privacy Policy https://www.tradeareasystems.com/privacy-policy. Except as expressly described in the Privacy Policy, TAS will not disclose any personally identifiable information about a User unless authorized by that User or unless TAS is required to do so by law or in the good faith belief that such action is necessary to: (a) conform with applicable laws or comply with legal process; (b) protect and defend the rights or property of TAS; or (c) enforce these Terms of Use. Your access and use of any Site or Site Content constitutes your agreement to the Privacy Policy.

3. SUSPENSION OR TERMINATION OF YOUR USE. Your failure to follow any requirement of these Terms of Use may result in suspension or termination of access to the Sites, without notice, in addition to TAS’ other remedies. TAS further reserves the right to terminate, without notice and in its sole discretion, any User’s access to or use of any Site for any reason. Unless otherwise set forth in any other agreement between the parties concerning access to or use of a Site, TAS shall not have any liability to you or to any third party in respect of any limitation or suspension of your access to the Sites.

4. LICENSE GRANT AND SITE CONTENT.

a. Subject to these Terms of Use, TAS hereby grants you a nonexclusive, nontransferable right to (i) access the Sites; (ii) access the information, materials, data, text, graphics, images, sound files, animation files, video files and any other material or content made available through the Sites (collectively, “Site Content”); and (iii) download, print, translate and use one copy of Site Content for your personal or internal use only; provided, however, that only Registered Users have the right to access and use TAS Online and TAS Analyst, the Restricted Areas of the other Sites and the Site Content therein (each, a “Restricted Resource”) pursuant to an

Authorized User Agreement as described in Section 5 below. For the avoidance of doubt, Site Content does not include any data input by a Registered User in connection with such Registered User’s use of a Restricted Resource or its related services, or any other User Generated Content (as defined below). Unauthorized access to the Sites or to the telecommunications or computer facilities used to deliver the Sites is a breach of these Terms of Use and is a violation of law.

b. You will protect Site Content from unauthorized copying or use. Modifications of, additions to, or deletions from Site Content are strictly prohibited. Except as specifically permitted in these Terms of Use or in any applicable Authorized User Agreement, you shall not, directly or indirectly, (i) transfer, sell, sublicense, rent or lease Site Content; (ii) circumvent any encrypted data or gain access to more materials or data than was licensed or use the Sites in any manner which violates these Terms of Use or any applicable laws; (iii) reverse engineer, decompile, disassemble, translate or convert any computer programs used to access the Sites (except as local law may permit without violation of local copyright law); or (iv) copy, reproduce, disclose, distribute, display, perform, publish, adapt, create derivative works of, translate, or otherwise modify any Site Content, or permit any third party to engage in any of the acts proscribed in clauses (i) through (iv). You agree not to remove or alter any printed or on-screen copyright, trade secret or other legal notices contained on or in Site Content. Reproduction of Site Content in any form or by any means, including, but not limited to, information storage and retrieval systems, recordings and re-transmittals, use in any timesharing, service bureau, bulletin board or similar arrangement or public display without TAS’ prior written permission is forbidden. Any special rules for the use of certain software and other content accessible through a Site may be included elsewhere within such Site, otherwise provided to you in connection with your use of such Site or contained in another written agreement between you and TAS, and are incorporated into these Terms of Use by reference.

c. Site Content is protected by copyright and other United States and foreign intellectual property and related laws. Site Content includes both material owned or controlled by TAS and material owned or controlled by third parties and licensed to TAS. As between you and TAS, title to the Sites and all Site Content remains with TAS. Using, copying or storing any Site Content other than for noncommercial, personal use is expressly prohibited without prior written permission from TAS or the applicable copyright holder. All rights not expressly granted herein are reserved by TAS.

5. REGISTERED USER ACCESS. Restricted Resources, including, without limitation, TAS Online, TAS Analyst, TAS Mobile and TAS Viewer (or portions thereof), may be made available by TAS, for a fee, to Registered Users that execute a written agreement with TAS for the right to access and use such Restricted Resources (an “Authorized User Agreement”). Such Registered Users shall pay the fees specified in the applicable Authorized User Agreement for the use of the Restricted Resources specified therein. Restricted Resources contain confidential, nonpublic information, and are intended only for the use of the individual or entity that has been specifically authorized by TAS to view the information. Accordingly, TAS reserves the right to limit access to Restricted Resources to individuals and entities who meet the qualifications imposed by us. In order to use a Restricted Resource, a Registered User must: (a) provide certain current, complete and accurate information about such Registered User on the applicable registration form (“Registration Data”); (b) maintain and update the Registration Data as required to keep information current, complete and accurate; (c) provide all equipment, including, without limitation, a computer necessary to establish an Internet connection; (d) provide for such Registered User’s own access to the Internet; and (e) pay any service fees associated with such access. TAS retains the right to terminate a Registered User’s account and a Registered User’s rights to use any Restricted Resource if any Registration Data provided by such Registered User is untrue, inaccurate, not current or incomplete, or if TAS has reasonable grounds to believe that any Registration Data is untrue, inaccurate, not current or incomplete, or if such Registered User otherwise breaches these Terms of Use, including, without limitation, the Privacy Policy. Upon expiration or termination of an Authorized User Agreement between the parties, the Registered User’s right to use the Restricted Resources specified therein shall immediately cease, unless otherwise agreed by the parties in such Authorized User Agreement.

6. USERNAME AND PASSWORD. Access to and use of Restricted Resources is through a combination of a unique user name (“Username”) and a password (“Password”) provided to a Registered User in connection therewith. Each Registered User is responsible for maintaining the confidentiality of his, her or its own Username and Password. Furthermore, each Registered User is entirely responsible for any and all activities which occur under his, her or its Username and Password. Each Registered User agrees to immediately notify TAS of any unauthorized use of a Restricted Resource to which such Registered User is granted access, or a Registered User’s account or any other breach of security known to the Registered User. Although TAS will not be liable for losses caused by any unauthorized use of a Restricted Resource or a Registered User’s account, such Registered User may be liable for the losses of TAS or others due to such unauthorized use. The Registered User is solely responsible for (a) any charges, damages or losses that may be incurred or suffered as a result of such Registered User’s failure to maintain the strict confidentiality of his, her or its Username and Password; and (b) promptly informing TAS in writing of any need to deactivate any Username and Password due to security concerns.

7. USER CONDUCT. Users may have the opportunity to post, transmit or otherwise provide files, information, data, ideas, remarks, questions, comments or other content on a Site (collectively “User Generated Content”). You are responsible for any material or User Generated Content that you post or otherwise provide on the Sites. TAS does not control the content that you or others may provide through the Sites. TAS has the right, but not the obligation, to monitor any content posted or otherwise provided by Users on the Sites. TAS neither endorses nor is responsible for the accuracy or reliability of any User Generated Content posted or otherwise provided on a Site. Under no circumstances will we be liable for any loss or damage of any kind caused by reliance on User Generated Content on a Site. TAS reserves the right at all times to refuse to post or to remove any User Generated Content, in whole or in part, that in its sole discretion is inappropriate, objectionable or in violation of these Terms of Use.

You agree that when using the Sites and their related services you will act in a manner consistent with the goals of the Sites, and by way of example, and not as a limitation, you specifically agree that you will not:

a. intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulation or law;

b. upload, post, display, copy, republish, reproduce, transmit, or distribute any Site Content in any form whatsoever, except as expressly permitted by these Terms of Use or any applicable Authorized User Agreement or as otherwise authorized by TAS in writing;

c. use any spider, robot or other automated device or automated or manual process to copy, monitor or keep a database copy of Site Content or any portion thereof;

d. transmit or post any abusive, threatening, unlawful, defamatory, libelous, false, misleading indications of origin or statements of fact, vulgar, obscene, indecent, sexually explicit, pornographic, profane or inflammatory material, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or for any other purpose that is unlawful or prohibited by these Terms of Use;

e. access or use the Sites in any way that, in TAS’ sole discretion, adversely affects the function or performance thereof or any other networks or computer systems used by TAS, or infringes on TAS’ or any third party’s trademark, copyright, patent rights, rights of privacy or publicity or any other proprietary rights;

f. transmit or upload to the Sites, or use in connection with the Sites, any software, device or routine that contains viruses, worms, time bombs, Trojan horses or other computer programming routines that may interfere with or attempt to interfere with, damage or in any way intercept the normal operation of the Sites, or take any action that imposes an unreasonable load on our computing platform; or

g. falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material available on a Site or through the use thereof;

h. attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to other User accounts, servers, software or any areas of the Sites not intended for your access;

i. post information on or download information from the Sites unless you have all rights and authority necessary to do so;
j. post, transmit or distribute any unsolicited advertising, promotional materials or other forms of solicitation to Users, individuals or entities, except as expressly authorized by TAS in writing;

k. impersonate another person or entity, including but not limited to, a TAS representative, or communicate under a false name or a name that you are not entitled or authorized to use, or use the Sites to create any fraudulent or false inquiry or account; or

l. harvest, mine or otherwise collect or store personal information about others, including, without limitation, e-mail addresses and the content of User profiles.

Violation of any of the above may, at any time without prior notice, result in a warning, temporary limit or suspension or immediate termination of your account or your access to the Sites, reporting of your conduct to authorities, or legal action, as may be appropriate in the sole discretion of TAS. You acknowledge that TAS is not responsible for and does not assume any liability for (i) any action or inaction by TAS with respect to any User conduct, User communication or User Generated Content on the Sites, or (ii) Users’ acts or omissions in connection with the use of any of the Sites, including, without limitation, with respect to the aforementioned activities. TAS neither endorses your products or services, nor the content of the your communications, postings or data, nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by your use of the Sites. If you are or become aware of or experience any content, activity or communication through or in connection with any of the Sites that appears to be in violation of the above, or in violation of any other provision of these Terms of Use, please inform TAS of any such violation by sending notification to info@Tradeareasystems.com.

8. COPYRIGHT NOTIFICATION. TAS does not permit copyright infringing activities and other infringement of intellectual property rights on its Sites, and TAS will remove content if properly notified that such content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content in any area of a Site infringes upon or otherwise conflicts with your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing TAS’ designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

a. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

c. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

d. information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number and an electronic mail address;

e. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f. a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please contact TAS’ designated Copyright Agent at info@Tradeareasystems.com to send notifications of claimed infringement. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to TAS through the Contact area of the applicable Site. You hereby acknowledge and agree that if you fail to comply with all of the requirements listed above, your DMCA notice may not be valid.

9. TRADEMARKS. Trade Area Systems, Inc., TAS’ logos and other product and service names of TAS (including, without limitation, TAS Online, TAS Analyst, TAS Mobile and TAS Viewer) are trademarks of TAS (the “TAS Marks”). You agree not to display, reproduce or otherwise use in any manner the TAS Marks without TAS’ prior written permission.

10. LINKS. The Sites may provide links to other web sites or resources. TAS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. TAS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources. TAS provides these links and references to you only as a convenience. Unless otherwise expressly stated, a link does not imply TAS’ endorsement, sponsorship or recommendation of, or affiliation with, the linked site or its content, and TAS does not accept any responsibility therefore.

11. MOBILE DEVICES AND MOBILE APPLICATIONS. If you use TAS Mobile or any mobile device or application to access any of the Sites optimized for viewing via a mobile device, the following additional terms and conditions (“Mobile Terms”) also apply to you. Your access to the Sites via your mobile device or use of a mobile application (including, without limitation, through your use of TAS Mobile) confirms your agreement to these Mobile Terms, as well as the rest of these Terms of Use. You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access or use a Site. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing, participation status and details. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of a mobile application, based on the type of mobile device on which you install and use the mobile application and/or the mobile application platform.

12. CONFIDENTIAL INFORMATION. Any information or other content that is provided by TAS or made accessible by TAS through a Restricted Resource will be considered confidential information of TAS. A Registered User may only use such confidential information in accordance with these Terms of Use and the terms of the applicable Authorized User Agreement. Such Registered User will take measures to protect TAS’ confidential information from disclosure to third parties as it takes to protect its own similar proprietary and confidential information, but no less than a reasonable level of care. Such Registered User will also return, or upon TAS’ request destroy (and certify to such destruction) all of TAS’ confidential information immediately upon TAS’ request, or upon termination of these Terms of Use or the Registered User’s access to such Restricted Resource. The Registered User is responsible for all unauthorized uses or disclosures of TAS’ confidential information by any entity to whom such Registered User discloses such confidential information. Each Registered User agrees that any actual or threatened breach of this section of the Terms of Use by such Registered User, or by any affiliate, director, officer, employee, consultant, advisor or agent of such Registered User, would cause irreparable harm to TAS, that money damages will not provide an adequate remedy and that TAS is entitled to seek (without limiting any other rights or remedies) an injunction or other equitable relief in addition to any other remedy or recourse available to TAS under these Terms of Use, at law or in equity, and such Registered User waives the posting of any bond or surety.

13. DISCLAIMER OF WARRANTIES.

a. THE USE OF THE SITES IS AT USER’S SOLE RISK. THE SITES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. TAS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO REPRESENTATIONS AND WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF THE SITES OR SITE CONTENT, AS TO THE AVAILABILITY OF THE SITES AT ANY PARTICULAR TIME OR LOCATION, AS TO THE CORRECTION OF ANY DEFECTS OR ERRORS IN THE SITES, OR THAT SITE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TAS CANNOT AND DOES NOT GUARANTEE THAT SITE CONTENT AVAILABLE FOR DOWNLOADING WILL BE FREE OF INFECTION BY VIRUSES OR OTHER HARMFUL COMPUTER CODE, FILES OR PROGRAMS. TAS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, COMPLETENESS OR TIMELINESS AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. TAS MAKES NO WARRANTY THAT THE SITES WILL MEET USER’S REQUIREMENTS OR THAT THE SITES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, NOR DOES TAS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITES.

b. ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY SITE IS DONE AT USER’S OWN DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM TAS OR THROUGH ANY SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

c. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO USERS.

14. LIMITATION OF LIABILITY.

a. UNDER NO CIRCUMSTANCES SHALL TAS BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE USE OR THE INABILITY TO USE ANY SITE, UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF USER’S DATA, OR FAILURE OF ANY SITE TO STORE USER’S DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF TAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE INTENDED TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE.

c. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TAS’ LIABILITY IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW BUT SHALL, IN NO EVENT, EXCEED $100.00.

15. INDEMNIFICATION. Except as otherwise set forth in an Authorized User Agreement between you and TAS, and not in limitation thereof, you agree to indemnify, defend and hold harmless TAS and its affiliates, directors, officers, employees and agents, from any claim, demand, liability, expense or loss, including reasonable attorneys’ fees, due to or arising out of, or in any way connected with your use of or access to any Site, Site Content and/or Restricted Resource, your violation of any part of these Terms of Use, or your use, or the use by any other person, of your Username or Password. TAS reserves the right, at its own expense, to assume the exclusive defense and control of any third party claim subject to indemnification by you, and you shall not in any event settle any such matter without written consent of TAS. You will cooperate as fully as reasonably required in TAS’ defense of any such third party claim.

16. USER FEEDBACK. TAS is pleased to hear from Users and welcomes your comments regarding the Sites. If you send TAS your feedback, ideas and materials via a Site (“User Feedback”), please understand that by submitting such information to TAS, you irrevocably assign to TAS, free of charge, all worldwide rights, title and interest in all copyrights and other intellectual property rights in such User Feedback. TAS will be entitled to use any User Feedback for any purpose whatsoever without restriction and without compensating you in any way, and by submitting any such User Feedback, you represent to TAS that you have the right to do so. For the avoidance of doubt, User Feedback does not include data input by a Registered User through any Restricted Resource, which data is necessary for the use and operation of any products or services available through such Restricted Resource.

17. SECURITY OF THE SITES. TAS maintains physical, electronic, and procedural safeguards and personnel policies that are designed to safeguard the Sites, our systems and our customers’ personal information. For example, for the security of your online visit to a Site, TAS may make use of firewall barriers, encryption techniques and/or authentication procedures. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while TAS strives to protect your personal information, TAS cannot ensure or warrant the security of any information or content that you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, TAS will notify you as necessary so you can take appropriate protective steps.

18. MODIFICATION, WAIVERS, INTEGRATION. TAS may modify, add or remove any portion of these Terms of Use at any time and from time to time. Notification of such changes to these Terms of Use will be posted on the Sites or otherwise provided to you and will be effective immediately thereafter. Your continued use of any Site after the posting or provision of the modified Terms of Use constitutes your agreement to abide and be bound by such terms, as modified. Should you object to any modification, your sole recourse is to terminate your use of the Sites. These Terms of Use may not otherwise be modified, except in a writing signed by both parties. TAS reserves the right to modify or discontinue any Site (or any portion of such Site), temporarily or permanently, with or without notice to you, and is not obligated to support or update any of the Sites. TAS shall not be liable to you or any third party in the event that TAS exercises its right to modify or discontinue any Site (or any portion thereof). Unless explicitly stated otherwise, any new features that augment or enhance the current Sites shall be subject to these Terms of Use. No delay or failure on the part of either party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy. No waiver whatsoever shall be valid unless in writing, signed by the party to be charged, and then only to the extent therein set forth. These Terms of Use (and in the case of Registered Users, these Terms of Use and any applicable Authorized User Agreement between TAS and any Registered User) constitute the entire agreement of the parties with respect to the matters contemplated hereby.

19. NOTICES. Any notice or other communication required or permitted to be made under these Terms of Use may be delivered in person, by facsimile, by United States certified or registered mail, by a nationally-recognized overnight courier or, as provided below, by electronic means. Except as otherwise provided herein, a notice shall be effective (a) upon receipt, if delivered in person; (b) upon receipt (confirmed by automatic receipt of transmission), if sent by facsimile during normal business hours; (c) three (3) days after deposit into the United States mail, if sent by certified or registered mail; (d) upon confirmation of delivery, if sent by overnight courier; and (e) as provided below, if sent by other electronic means. In each case, such notice to any party shall be made to the address of such party (i) in the case of TAS, indicated below, (ii) in the case of a Registered User, indicated in the registration form for such Registered User or (iii) in the case of any other User, as otherwise provided by such User. User shall notify TAS of a change of its address for receiving notices in accordance with this paragraph. Notwithstanding anything to the contrary set forth in this paragraph, any notice or other communication required or permitted to be made by TAS under these Terms of Use may be delivered electronically in accordance with Section 24.

20. ASSIGNMENT. You shall not assign or otherwise transfer these Terms of Use, in whole or in part, or delegate or subcontract any of your rights or obligations hereunder, without TAS’ prior written consent. Any attempted transfer or delegation by you without TAS’ consent will be void. These Terms of Use will bind and inure to the benefit of each party’s successors and permitted assigns.

21. SEVERABILITY. The invalidity or unenforceability of any one or more sections of these Terms of Use shall not affect the validity or enforceability of its remaining provisions.

22. GOVERNING LAW AND JURISDICTION. By accessing and using the Sites or Site Content, you agree with TAS that all matters arising from or relating to the use and operation of the Sites or Site Content will be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to its principles of conflicts of law. The parties hereto hereby consent to the non-exclusive jurisdiction of any local, state or federal court located within the State of Delaware. The parties waive personal service of any and all process and agree that all such service of process may be made by certified or registered mail, return receipt requested, directed to such party, at the address indicated in Section 19. TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT OR PROCEEDING ARISING UNDER OR RELATING TO THESE TERMS OF USE.

23. THIRD PARTIES. These Terms of Use shall confer no rights upon any other party other than the parties hereto.

24. ELECTRONIC COMMUNICATIONS. When you visit the Sites or send emails to TAS, you are communicating with TAS electronically. You consent to receive communications from TAS electronically. TAS may communicate with you by email or by posting notices on the Sites. You agree that all agreements, notices, disclosures and other communications that TAS provides to you electronically satisfy any legal requirement that such communications be in writing.

25. ACKNOWLEDGMENT. You acknowledge that you have read and understand these Terms of Use, and that these Terms of Use have the same force and effect as a signed agreement.

Trade Area Systems, Inc.

555 Pleasant Street
Suite 201
Attleboro, MA 02703

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Phone: 508-223-3003
Fax: 508-222-5055
Email: info@tradeareasystems.com