Términos de fácil comprensión y condiciones de un código de ética

User Terms and Conditions

THIS IS A LEGALY BINDING CONTRACT

By accessing, viewing, downloading or otherwise using Propertyshelf.com (the “Site”) or any related emails, photos, newsletters or services (hereinafter collectively “Propertyshelf” or the “Services”), or by clicking “Join Propertyshelf” or “I Agree” during the registration process, you consent to and conclude a legally binding contract with Propertyshelf, based on the terms of this Propertyshelf User Terms and Conditions (“Agreement” or “Terms”). By becoming a Propertyshelf user (“User”) you acknowledge and agree to and are subject to the following Terms. If you are using Propertyshelf on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are still individually bound to this Agreement. If you do not want to become a User, do not conclude this Agreement, do NOT click “Accept Terms of Use”, “Join Propertyshelf”, or “I Agree” and do not access, view, download or otherwise use any Propertyshelf webpage, information or services.

We ask that you read this Agreement with great care in order to participate with us as a User in the development of a quality service. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions. In addition you must agree to the following terms which are incorporated by reference into this Agreement:

() Notice and Take-Down Procedure Terms for Complaints re. Copyright Infringement and Content.

() Propertyshelf Privacy Policy

1. Authorized Use.

Although we do charge a fee for Users to advertise their vacation rentals, real property, land, and commercial properties on the Site, we do not charge prospective sellers/buyers/non-User realtors/lessors/lessees/vacationers/travelers to access the Site and research listings. Accordingly, Propertyshelf grants to Users a limited, revocable, non-exclusive license to access the Site to, as applicable, advertise real property and or research, view or make legitimate inquiries to Users regarding their interest in particular properties for their personal use, all in accordance with these Terms. Any other use of the Site is expressly prohibited. Importantly, this license does not include any right of collection, aggregation, copying, duplication, display or derivative use of the Site nor any right of use of data mining, robots, spiders, or similar data gathering and extraction tools without our prior written permission; however, a limited exception from the foregoing exclusion is provided to general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Site, provided they do so from a stable IP address or range of stable IP addresses using an easily identifiable agent and comply with our robots.txt file. The term “General purpose internet search engine” does not include websites or search engines or other service that provides classified listings of real property advertisements, or any subset of the same, or which is in the business of providing property rental and purchase services.

2. License and Warranty of User's Submissions.

2.1 As a User, you are not required to submit anything to Propertyshelf, but if you choose to submit something (including, but not limited to, any User generated content, ideas, concepts, techniques, and data), you grant, by agreeing to these Terms, a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to Propertyshelf, without any further consent, notice and/or compensation to you or to any third parties. BY SUBMITTING ANY INFORMATION TO PROPERTYSHELF, YOU REPRESENT AND WARRANT THAT SUCH SUBMISSION IS ACCURATE, IS NOT CONFIDENTIAL, AND IS NOT IN VIOLATION OF ANY CONTRACTUAL RESTRICTIONS OR OTHER THIRD PARTY RIGHTS. YOU FURTHER AGREE TO INFORM PROPERTYSHELF IN THE EVENT THAT A CHANGE OCCURS IN ANY SUCH INFORMATION SINCE YOUR REGISTRATION OR DATE OF SUBMISSION, AS APPLICABLE, AND IF APPROPRIATE, YOU AGREE TO MAKE SUCH MODIFICATIONS TO YOUR PROFILE AND/OR LISTINGS.

2.2 Propertyshelf exercises no control over any content you or others submit while using Propertyshelf. Propertyshelf has no obligation to verify the identity of any User when they are connected to the Site or to supervise the content which has been provided by Users. We describe our current practices related to personally identifiable information collected through Propertyshelf in our Privacy Policy and we may update our policies and practices at our sole discretion, without prior notice to any User. Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform Propertyshelf. You must have exclusive rights to any information or photographs you post on the Site. Any copyright infringements caused by a User will be the sole responsibility of said User, and each User hereby agrees to indemnify and hold Propertyshelf harmless from any copyright infringement that may occur.

2.3 Before joining Propertyshelf, you must consider and decide the extent to which you wish to reveal information about yourself to the large community of Propertyshelf Users and to Propertyshelf. You must not communicate to Propertyshelf and its Users any information, the dissemination of which could be harmful to you.

3. Service Eligibility.

You represent and warrant that you:

a) are not under the age of 18;

b) have not previously been suspended or removed from Propertyshelf;

c) are not a direct competitor of Propertyshelf either currently or in the future;

d) do not have more than one Propertyshelf account at any given time, unless for mulitiple

case uses. (i.e: Developer may want to have 2 accounts for individual projects).

e) that you have full power and authority to form legally binding contracts under applicable law; and

f) in joining Propertyshelf, you do not violate any other agreements to which you are a party.

4. Content, Layout and Copy.

4.1 Propertyshelf reserves the right to determine, in its' sole discretion:

a)the final design, layout and functionality of the Site, which is subject to change from time to time without notice; and.

b) to review, edit, copy or amend the content, layouts or photographs supplied by any User.

All content and copy edits submitted by members are subject to review and approval by us in our sole discretion.

4.2 Notwithstanding Propertyshelf's right to edit, amend or copy the content and photographs, we do not accept and we shall not have any liability for any loss or damage resulting from the design or positioning of the copy, properties, content and/or photographs or any change made to any content, photograph or copy submitted by any User or edited or amended by Propertyshelf.

5. Password Security.

You must keep your password confidential. You explicity agree not to use other User’s accounts and to not let others use your account; you are solely responsible for anything that happens through your account until you notify us of a security breach at (customerservice@Propertyshelf.com), close down/inactivate/terminate your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your Propertyshelf account or any information therein to another party or charging anyone for access to any portion of Propertyshelf, or any information therein.

6. Indemnification.

6.1 You agree to indemnify and hold Propertyshelf, its subsidiaries, and affiliates and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees and costs, made by any third party or other Propertyshelf User due to or arising from your use of the Propertyshelf Services in violation of these Terms and/or if any content that you post on or through the Site causes Propertyshelf to be liable to another.

6.2 You must in indemnify Propertyshelf and hold it harmless from any damages, losses, and costs (including, but not limited to, reasonable attorney’s fees) related to all third party claims, charges or investigations caused by your failure to comply with these Terms, including, without limitation the following:

a) your submission of content that violates third party rights or applicable laws;

b) any content you submit to Propertyshelf; or

c) any activity in which you engage on or through Propertyshelf.

7. Fees.

You acknowledge that Propertyshelf reserves the right to charge for any portion of the Propertyshelf Services and to change its fees (if any) from time to time, in its sole discretion. If Propertyshelf terminates your membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any). Part of this is obsolete...AGREE TO MORI'S COMMENT DISREGUARD HANNES'

Users and Members may post listings; depending on the service plan users are enrolled in (“Agent MLS, Combo, Supreme Service”). If you subscribe to any services that we offer for charge, you will pay the applicable fees (including, without limitation, monthly fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts. Nonpayment is means for termination of your agreement as seen fit by Propertyshelf.com

8. Acts Contrary to these Terms.

If you believe that you are either entitled or obligated to act contrary to these Terms under any mandatory laws, you agree to provide us with detailed written notice 30 days prior to taking any action contrary to these Terms. This is to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.

9. Code of Ethics.

Each User shall comply with this Section (the “Code of Ethics”) to protect themselves, the industry, other Users, the public and Propertyshelf.

Purpose of Our Code of Ethics

While the Code of Ethics establishes obligations that may be higher than those mandated by law, in any instance where the Code of Ethics and the law conflict, the obligations of the law must take precedence. Wise utilization and widely allocated ownership depend the survival and growth of free institutions and of our civilization. Users should recognize that the interests of the nation and its citizens require the highest and best use of the land and the widest distribution of land ownership. They require the creation of adequate housing, the building of functioning cities, the development of productive industries and farms, and the preservation of a healthful environment. Such interests impose obligations beyond those of ordinary commerce. They impose grave social responsibility and a patriotic duty to which Users should dedicate themselves, and for which they should be diligent in preparing themselves. Users, therefore, should be zealous to maintain and improve the standards of their calling and share with their fellow Users a common responsibility for its integrity and honor.

In recognition and appreciation of their obligations to clients, customers, the public, and each other, Users shall continuously strive to become and remain informed on issues affecting real estate and, as knowledgeable professionals, they willingly share the fruit of their experience and study with others. They shall identify and take steps, through enforcement of this Code of Ethics and by assisting appropriate regulatory bodies, to eliminate practices which may damage the public or which might discredit or bring dishonor to the real estate profession. Users having direct personal knowledge of conduct that may violate the Code of Ethics involving misappropriation of client or customer funds or property, willful discrimination, or fraud resulting in substantial economic harm, bring such matters to the attention of the appropriate authority.

Users shall realize that cooperation with other real estate professionals promotes the best interests of those who utilize their services. Users shall urge exclusive representation of clients; to not attempt to gain any unfair advantage over their competitors; and they shall refrain from making unsolicited comments about other practitioners. In instances where their opinion is sought, or where Users believe that comment is necessary, their opinion is offered in an objective, professional manner, uninfluenced by any personal motivation or potential advantage or gain. Users are expected to portray competency, fairness, and high integrity resulting from adherence to a lofty ideal of moral conduct in business relations. No inducement of profit and no instruction from clients ever can justify departure from this ideal. In the interpretation of this obligation, Users can take no safer guide than that which has been handed down through the centuries, embodied in the Golden Rule, “Whatsoever ye would that others should do to you, do ye even so to them.” Accepting this standard as their own, Users pledge to observe its spirit in all of their activities whether conducted personally, through associates or others, or via technological means, and to conduct their business in accordance with the tenets set forth below.

(a) Duties to Clients and Customers.

(i) When representing a buyer, seller, landlord, tenant, or other client as an agent, Users shall pledge themselves to protect and promote the interests of their client. This obligation to the client is primary, but it does not relieve Users of their obligation to treat all parties honestly. When serving a buyer, seller, landlord, tenant or other party in a non-agency capacity, Users^® remain obligated to treat all parties honestly.

(ii) Users, when acting as principals in a real estate transaction, remain obligated by the duties imposed by the Code of Ethics. The duties imposed by the Code of Ethics encompass all real estate-related activities and transactions whether conducted in person, electronically, or through any other means.

The duties the Code of Ethics imposes are applicable whether Users are acting as agents or in non-agency capacities except that any duty imposed exclusively on agents by law or regulation shall not be imposed by this Code of Ethics on Users acting in non-agency capacities.

(iii) As used in this Code of Ethics, “client” means the person(s) or entity(ies) with whom a User or a User's firm has an agency or non-agency relationship; “customer” means a party to a real estate transaction who receives information, services, or benefits but has no contractual relationship with the User or the User's firm; “prospect” means a purchaser, seller, tenant, or landlord who is not subject to a representation relationship with the User or Users firm; “agent” means a real estate professional acting in an agency relationship as defined by state law or regulation; and “broker” means a real estate professional (including brokers and sales associates) acting as an agent or in a non-agency capacity.

(iv) Users, in attempting to secure a listing, shall not deliberately mislead the owner as to market value. Nor shall they be allowed to accept, offer or promote net listings on the Site.

(v) Users, when seeking to become a buyer/tenant representative, shall not mislead buyers or tenants as to savings or other benefits that might be realized through use of the User's services.

(vi) Users shall submit offers and counter-offers objectively and as quickly as possible.

(vii) When acting as listing agents, Users shall continue to submit to the seller/landlord, or seller/landlord's agents, all offers and counter-offers until closing or execution of a lease unless the seller/landlord has waived this obligation in writing. Users are required to change the listing status on the Site to “Pending” after an offer has been accepted by the seller/landlord. Users shall recommend that sellers/landlords obtain the advice of legal counsel prior to acceptance of a subsequent offer except where the acceptance is contingent on the termination of the pre-existing purchase contract or lease.

(vii) Users, acting as agents/brokers of buyers/tenants, shall submit to buyers/tenants, or buyer/tenant's agent, all offers and counter-offers until acceptance. Users, acting as agents/brokers of buyers/tenants, shall recommend that buyers/tenants obtain the advice of legal counsel if there is a question as to whether a pre-existing contract has been terminated.

(viii) The obligation of Users to preserve confidential information provided by their clients in the course of any agency relationship or non-agency relationship continues after termination of agency relationships or any non-agency relationships Users shall not knowingly, during or following the termination of professional relationships with their clients:

1. reveal confidential information of clients; or

2. use confidential information of clients to the disadvantage of clients; or

3. use confidential information of clients for the User’s advantage or the advantage of third parties unless clients consent after full disclosure; or Users are required by court order; or it is the intention of a client to commit a crime and the information is necessary to prevent the crime; or it is necessary to defend a User or the User's employees or associates against an accusation of wrongful conduct.

Information concerning latent material defects is not considered confidential information under this Code of Ethics.

(ix) When entering into listing contracts, Users must advise sellers/ landlords of:

(1) the User’s company policies regarding cooperation and the amount(s) of any compensation that will be offered to subagents, buyer/tenant agents, and/or brokers acting in non-agency capacities;

(2) the fact that buyer/tenant agents or brokers, even if compensated by listing brokers, or by sellers/landlords may represent the interests of buyers/tenants;

(3) any potential for listing brokers to act as disclosed dual agents, e.g., buyer/tenant agents.

(x) When entering into buyer/tenant agreements, Users must advise potential clients of (i) User's company policies regarding cooperation, (ii) the amount of compensation to be paid by the client; (iii) the potential for additional or offsetting compensation from other brokers, from the seller or landlord, or from other parties; (iv) any potential for the buyer/tenant representative to act as a disclosed dual agent, e.g., listing broker, subagent, landlord’s agent, etc., and (v) the possibility that sellers or sellers’ representatives may not treat the existence, terms, or conditions of offers as confidential unless confidentiality is required by law, regulation, or by any confidentiality agreement between the parties.

(xi) Where disclosure is authorized, in response to inquiries from buyers or cooperating Users shall, with the sellers’ approval, disclose the existence of offers on the property.

(xii) Users shall avoid exaggeration, misrepresentation, or concealment of pertinent facts relating to the property or the transaction. Users shall not, however, be obligated to discover latent defects in the property, to advise on matters outside the scope of their real estate license, or to disclose facts which are confidential under the scope of agency or non-agency relationships as defined by state law. Factors defined as “non-material” by law or regulation or which are expressly referenced in law or regulation as not being subject to disclosure are considered not “pertinent” for purposes of this subsection

(b) Cooperation with Other Brokers or Realtors.

(i) Users shall cooperate with other brokers except when cooperation is not in the client’s best interest.

(ii) Users, acting as exclusive agents or brokers of sellers/landlords, establish the terms and conditions of offers to cooperate. When posting listings on the Site, the agent expresses the willingness to cooperate in the amount advertised on the listing on the Site and is obliged to pay cooperating agent that amount at the time of closing, unless otherwise agreed upon in writing.

(iii) Users shall, with respect to offers of compensation to another User,. Realtor or Broker, timely communicate any change of compensation for cooperative services to the other person or firm prior to the time such User produces an offer to purchase/lease the property. If an offer is submitted within 24 hours of a compensation change, the prior compensation rate applies for a period of 24 hours after the change. This subsection does not preclude the listing User and Cooperating Broker from entering into an agreement to change cooperative compensation.

(iv) Users, acting as listing brokers, have an affirmative obligation to disclose the existence of dual or variable rate commission arrangements (i.e., listings where one amount of commission is payable if the listing broker’s firm is the procuring cause of sale/lease and a different amount of commission is payable if the sale/lease results through the efforts of the seller/landlord or a cooperating broker). The listing broker shall, as soon as practical, disclose the existence of such arrangements to potential cooperating brokers and shall, in response to inquiries from cooperating brokers, disclose the differential that would result in a cooperative transaction or in a sale/lease that results through the efforts of the seller/landlord. If the cooperating broker is a buyer/tenant representative, the buyer/tenant representative must disclose such information to their client before the client makes an offer to purchase or lease.

a, By Owner For Sale listing  "Owners Sale Listers" of residential property are subject to pay cooperating agents, who are members of Propertyshelf, a minimum of 2.5% commission of the Sales Price at the time of closing.  For commercial, industrial, developement, and agriculture listings, the minimum required commission is 1.5% of the Sales Price at the time of closing.   Propertyshelf does not set a limit on the maximum commission an Owner can offer to cooperating brokers.   Propertyshelf encourages all commissions should be establshed and agreed upon in writing by Owner and Agent.

(v) It is the obligation of subagents to promptly disclose all pertinent facts to the principal’s agent prior to as well as after a purchase or lease agreement is executed.

(vi) Users shall disclose the existence of accepted offers, including offers with unresolved contingencies, to any broker seeking cooperation.

(vii) When seeking information from another User or Realtor concerning property under a management or listing agreement, Users shall disclose their agent status and whether their interest is personal or on behalf of a client and, if on behalf of a client, their representational status.

(vii) Users shall not misrepresent the availability of access to show or inspect a listed property. Users shall not acquire an interest in or buy or present offers from themselves, any member of their immediate families, their firms or any member thereof, or any entities in which they have any ownership interest, any real property without making their true position known to the owner or the owner’s agent or broker. In selling property they own, or in which they have any interest, Users shall reveal their ownership or interest in writing to the purchaser or the purchaser’s representative. Users shall not undertake to provide professional services concerning a property or its value where they have a present or contemplated interest unless such interest is specifically disclosed to all affected parties.

(c) Personal Financial Benefits of User.

(i) Users shall not accept any commission, rebate, or profit on expenditures made for their client, without the client’s knowledge and consent. When recommending real estate products or services (e.g., homeowner’s insurance, warranty programs, mortgage financing, title insurance, etc.), Users shall disclose to the client or customer to whom the recommendation is made any financial benefits or fees, other than real estate referral fees, the User or User’s firm may receive as a direct result of such recommendation.

(ii) Users shall not recommend or suggest to a client or a customer the use of services of another organization or business entity in which they have a direct interest without disclosing such interest at the time of the recommendation or suggestion.

(d) Multiple Commissions. In any transaction, Users shall not accept compensation from more than one party, even if permitted by law, without disclosure to all parties and the informed consent of the User's client or clients.

(e) Escrowed Funds. Users shall keep any monies secured, as a deposit or in good faith, must remain available in the escrow account and can not be spent unless dispersed according to contract terms.

(f) Contracts and Agreements.

(i) Users, for the protection of all parties, shall assure whenever possible that all agreements related to real estate transactions including, but not limited to, listing and representation agreements, purchase contracts, and leases are in writing in clear and understandable language expressing the specific terms, conditions, obligations and commitments of the parties. A copy of each agreement shall be furnished to each party to such agreements upon their signing or initialing.

(ii) For the protection of all parties, Users shall use reasonable care to ensure that documents pertaining to the purchase, sale, or lease of real estate are kept current through the use of written extensions or amendments.

(iii) When assisting or enabling a client or customer in establishing a contractual relationship (e.g., listing and representation agreements, purchase agreements, leases, etc.) electronically, Users hall make reasonable efforts to explain the nature and disclose the specific terms of the contractual relationship being established prior to it being agreed to by a contracting party.

(g) Duties to the Public.

(i) Users shall not deny equal professional services to any person for reasons of race, color, religion, sex, handicap, familial status, or national origin. Users shall not be parties to any plan or agreement to discriminate against a person or persons on the basis of race, color, religion, sex, handicap, familial status, or national origin. Users shall not print, display or circulate any statement or advertisement with respect to selling or renting of a property that indicates any preference, limitations or discrimination based on race, color, religion, sex, handicap, familial status, or national origin.

(ii) The obligations of the Code of Ethics in respect of real estate disciplines shall be interpreted and applied in accordance with the standards of competence and practice which clients and the public reasonably require to protect their rights and interests considering the complexity of the transaction, the availability of expert assistance.

(h) Honesty and Truthfulness.

(i) Users shall be honest and truthful in their real estate communications and shall present a true picture in their advertising, marketing, and other representations.

(ii) Users may use the term “free” and similar terms in their advertising and in other representations provided that all terms governing availability of the offered product or service are clearly disclosed at the same time. Users may represent their services as “free” or without cost
even if they expect to receive compensation from a source other than their client provided that the potential for the Users to obtain a benefit from a third party is clearly disclosed at the same time.

(iii) Users shall not offer for sale/lease or advertise property without authority. When acting as listing brokers or as subagents, Users shall not quote a price different from that agreed upon with the seller/landlord. Price must be consistent with pricing used in other means of advertisement for the listing.

(iv) Only Users who participated in the transaction as the listing agent/broker or cooperating agent/broker may claim to have “sold” the property.

(v) The obligation to present a true picture in representations to the
public includes information presented, provided, or displayed on the Site. When it becomes apparent that information on the Site is no longer current or accurate, Users shall promptly take corrective action within 24hours of notice of the error. The obligation to present a true picture in advertising, marketing, and representations allows Users to use and display only professional designations, certifications, and other credentials to which they are legitimately entitled.

(vi) Users' obligation to present a true picture in their advertising and representations to the public includes the URLs and domain names they use, and prohibits Users from eengaging in deceptive or unauthorized framing of real estate brokerage websites or; mmanipulating (e.g., presenting content developed by others) listing content in any way that produces a deceptive or misleading resul;orts.

(vii) User^s shall not knowingly or recklessly make false or misleading statements about competitors, their businesses, or their business practices.

(viii) Users shall not knowingly or recklessly file false or unfounded ethics complaints.

(ix) The obligation to refrain from making false or misleading statements about competitors’ businesses and competitors’ business practices includes the duty to not knowingly or recklessly repeat, retransmit, or republish false or misleading statements made by others. This duty applies whether false or misleading statements are repeated in person, in writing, by technological means (e.g., the Internet), or by any other means.

(i) Unauthorized Practice of Law. Users shall not engage in activities that constitute the unauthorized practice of law and shall recommend that legal counsel be obtained when the interest of any party to the transaction requires it.

(j) Disciplinary and Court Proceedings or Investigations.

(i) If charged with unethical practice or asked to present evidence or to cooperate in any other way, in any professional standards proceeding or investigation, Users shall place all pertinent facts and shall take no action to disrupt or obstruct such processes. Users shall not make any unauthorized disclosure or dissemination of the allegations, findings, or decision developed in connection with an ethics hearing or appeal or in connection with an arbitration hearing or procedural review.

(ii) Users shall not obstruct the law of the land's or Propertyshelf's investigative or professional standards proceedings by instituting or threatening to institute actions for libel, slander, or defamation against any party to a professional standards proceeding or their witnesses based on the filing of an arbitration request, an ethics complaint, or testimony given. Users shall not intentionally impede the law of the land or Propertyshelf's investigative or disciplinary proceedings by filing multiple ethics complaints based on the same event or transaction.

(k) Exclusive Relationships.

(i) Users shall not engage in any practice or take any action inconsistent with exclusive representation or exclusive brokerage relationship agreements that other Users have with clients. This Subsection (k) is not intended to prohibit aggressive or innovative business practices which are otherwise ethical and does not prohibit disagreements with other Users involving commission, fees, compensation or other forms of payment or expenses. Nor does this Subsection (k) preclude Users from making general announcements to prospects describing their services and the terms of their availability even though some recipients may have entered into agency agreements or other exclusive relationships with another Users. A general telephone canvass, general mailing or distribution addressed to all prospects in a given geographical area or in a given profession, business, club, or organization, or other classification or group is deemed “general” for purposes of this standard.

(ii) This Subsection (k) is intended to recognize as unethical two basic types of solicitations, (1) telephone or personal solicitations of property owners who have been identified by a real estate sign, multiple listing compilation, or other information service as having exclusively listed their property with another User; and (2) mail or other forms of written solicitations including direct email to prospects whose properties are exclusively listed with another User when such solicitations are not part of a general mailing/eblast but are directed specifically to property owners identified through compilations of current listings.

(iii) This Subsection (k) does not preclude Users from contacting the client of another broker for the purpose of offering to provide, or entering into a contract to provide, a different type of real estate service unrelated to the type of service currently being provided (e.g., property management as opposed to brokerage) or from offering the same type of service for property not subject to other brokers’ exclusive agreements. However, information received through a Multiple Listing Service or any other offer of cooperation may not be used to target clients of other Users to whom such offers to provide services may be made.

(iv) Users shall not solicit a listing which is currently listed exclusively with another broker.

(v) Users shall not solicit buyer/tenant agreements from buyers/ tenants who are subject to exclusive buyer/tenant agreements.

(vi) When Users are contacted by the client of another User regarding the creation of an exclusive relationship to provide the same type of service, and Users have not directly or indirectly initiated such discussions, they may discuss the terms upon which they might enter into a future agreement or, alternatively, may enter into an agreement which becomes effective upon expiration of any existing exclusive agreement.

(vii) The fact that a prospect has retained a User as an exclusive representative or exclusive broker in one or more past transactions does not preclude other Users from seeking such prospect’s future business.

(viii) The fact that an exclusive agreement has been entered into with a User shall not preclude or inhibit any other User from entering into a similar agreement after the expiration of the prior agreement.

(ix) Users, prior to entering into a representation agreement, have an affirmative obligation to make reasonable efforts to determine whether the prospect is subject to a current, valid exclusive agreement to provide the same type of real estate service.

(x) Users, acting as buyer or tenant representatives or brokers, shall disclose that relationship to the seller/landlord’s representative or broker at first contact and shall provide written confirmation of that disclosure to the seller/landlord’s representative or broker not later than execution of a purchase agreement or lease.

(xi) Users, acting as representatives or brokers of sellers/landlords or as subagents of listing brokers, shall disclose that relationship to buyers/tenants as soon as practicable and shall provide written confirmation of such disclosure to buyers/tenants not later than execution of any purchase or lease agreement.

(xii) All dealings concerning property exclusively listed, or with buyer/tenants who are subject to an exclusive agreement shall be carried on with the client’s representative or broker, and not with the client, except with the consent of the client’s representative or broker or except where such dealings are initiated by the client.

(xiii) Before providing substantive services (such as writing a purchase offer) to prospects, Users shall ask prospects whether they are a party to any exclusive representation agreement. Users shall not knowingly provide substantive services concerning a prospective transaction to prospects who are parties to exclusive representation agreements, except with the consent of the prospects’ exclusive representatives or at the direction of prospects.

(xiv) Users are free to enter into contractual relationships or to negotiate with sellers/landlords, buyers/tenants or others who are not subject to an exclusive agreement but shall not knowingly obligate them to pay more than one commission except with their informed consent.

(xv) In cooperative transactions, Users shall compensate cooperating Users and shall not compensate nor offer to compensate, directly or indirectly, any of the sales agents employed by or affiliated with other Users without the prior express knowledge and consent of the cooperating agent/broker.

(xvi) Users, acting as subagents or buyer/tenant representatives or brokers, shall not use the terms of an offer to purchase/lease to attempt to modify the listing broker’s offer of compensation to subagents or buyer/tenant representatives or brokers nor make the submission of an executed offer to purchase/lease contingent on the listing broker’s agreement to modify the offer of compensation.

(xvii) Users, acting as subagents or as buyer/tenant representatives or brokers, shall not attempt to extend a listing broker’s offer of cooperation and/or compensation to other brokers without the consent of the listing broker.

(xviii) Users shall not use information obtained from listing brokers through offers to cooperate made through multiple listing services or through other offers of cooperation to refer listing brokers’ clients to other brokers or to create buyer/tenant relationships with listing brokers’ clients, unless such use is authorized by listing brokers.

(xix) Signs giving notice of property for sale, rent, lease, or exchange shall not be placed on property without consent of the seller/landlord.

(xx) Users, prior to or after terminating their relationship with their current firm, shall not induce clients of their current firm to cancel exclusive contractual agreements between the client and that firm. This does not preclude Users (principals) from establishing agreements with their associated licensees governing assignability of exclusive agreements.

(l) Dispute Resolution.

(I) In the event of contractual disputes or specific non-contractual disputes between Users associated with different firms, arising out of their relationship as Users of the Site, the Users shall submit the dispute to Propertyshelf's mediation board/panel in accordance with the regulations of Propertyshelf rather than litigate the matter. The obligation to participate in arbitration contemplated by this Article includes the obligation of Users to cause their firms to arbitrate and be bound by any award. The filing of litigation and refusal to withdraw from it by a User in an arbitrable matter constitutes a refusal to arbitrate.

(ii) This Subsection (l) does not require Users to arbitrate in those circumstances when all parties to the dispute advise the Propertyshelf in writing that they choose not to arbitrate before the Board.

10. Mobile Services.

The Service may or may not include certain services that are available through your mobile phone through a downloadable application (“Mobile Services”). These Mobile Services include, but are not limited to, (i) the ability to browse Propertyshelf from your mobile phone, (ii) the ability to access certain Propertyshelf features through a mobile application you have downloaded and installed on your mobile phone, (iii) the ability to upload content to Propertyshelf via your mobile phone, (iv) the ability to receive and reply to Propertyshelf messages using text messaging. We do not charge for these Mobile Services, however, your carrier may incur fees based on minutes or data usage, text messaging, and such other rates and fees will still apply. You must ascertain from your carrier to find out how you will be charged. By using Mobile Services, you agree that Propertyshelf may communicate with you regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to Propertyshelf. In the event that you change or deactivate your mobile telephone number, you agree to promptly update your Propertyshelf account information.

11. Forums, Blogs and Chat Rooms.Propertyshelf may include various forums, blogs and chat rooms where you can post your observations and comments on designated topics. Propertyshelf does not guarantee that other Users will not use the ideas and information you share. If you have an idea or information that you would like to keep confidential and/or don’t want others to use, do not post it on the Service. PROPERTYSHELF AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPROPRIATION OF ANY CONTENT OR INFORMATION YOU OR ANOTHER USER POST IN ANY FORUMS, BLOGS OR CHATROOMS.

12. Privacy.

We encourage you to carefully read the full PRIVACY POLICY before deciding to become a User of Propertyshelf. Please note that certain information, data, statements, and content (such as photographs) which you provide might, or are likely to reveal your gender, nationality, religion, ethnic origin and/or sexual orientation, and that you are providing all such information, statements, data and content in full acknowledgement thereof and under your sole responsibility. If you provide such information to us, all of which is optional, you hereby expressly give your informed consent to the processing by us of such sensitive data.

13. Propietary Rights and Downloading of Information From the Site.

The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. The text, files, photos, maps, images and other materials on the Site (collectively, the “Content”) are only for your personal use (what about commercial use? You contemplate commercial use as well). All content on the Site and the Site itself, are protected by copyright and database rights, and you will abide by any and all additional copyright notices, information, or restrictions contained in or relating to any content on the Site. Copying or storing of any content for other than your personal non commercial use is expressly prohibited without prior written permission from us or the applicable copyright holder. If you are making a rental inquiry, you may, only for your personal use, download, display, and/or print one copy of any portion of the Site. You may not modify the same, and you must reproduce our copyright notice in the form “ © 2009- 2010 Propertyshelf, LLC. – All Rights Reserved”, as displayed on the relevant portion(s) of the Site that you desire to download, display or print.

14. Unauthorized Use.

Unless otherwise provided within these Terms, or unless otherwise applicable law requires Propertyshelf to allow you to do so, you may not do any of the following without our prior written consent.

(a) Reproduce any portion of the Site on your website or otherwise, using any

device including, but not limited to, use of a frame or border environment around/and within the Site, or mirror or replicate any portion of the Site;

(b) Copy, reproduce, upload, post, display, distribute, transmit, or republish any

part of the content in any form whatsoever;

(c) Modify, translate into any language or computer language, or create derivative works from, any content or any part of this Site;

(d) Reverse engineer any part of this Site;

(e) Use any robot, spider, other automatic device, or manual process to monitor,

copy or keep a database copy of the content on any portion of the Site;

(f) Use the Site to make any false, fraudulent or speculative reservation or

inquiry, or any reservation in anticipation of demand;

(g) Use the Site other than to advertise and/or research vacation rentals to

make legitimate inquiries to our Users;

(h) Post or transmit any information that constitutes or contains false or

misleading indications of origin or of statements of fact;

(i) Post or transmit nay unlawful, threatening, abusive, libelous, defamatory,

obscene, vulgar, inflammatory, indecent, pornographic, sexually explicit, or profane 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;

(j) Sell, offer for sale, transfer, or license any portion of the Site in any form to any third parties;

(k) Plagiarize, violate, or infringe the rights of third parties, without limitation, copyright, trademark, patent, rights of publicity or privacy or any other proprietary rights;

(l) Upload or transmit to the Site or use any device, software, or routine that contains viruses, Trojan Horses, worms, time bombs, or other computer programming routines that may damage, interfere or attempt to interfere with, or intercept, the normal operation of the Site, or appropriate the Site or any system, or take any action that imposes an unreasonable load on our computer equipment, or that infringes upon the rights of any third party; or

(m) Disguise the origin of any information or inquiry transmitted through the Site;

(n) Use or access the Site in any way that, in our sole discretion, adversely affects the performance or function of the Site, or any other computer system(s) or network(s) used by us or the Site, or infringes on our copyright or any copyright of our members.

If you are aware of or experience any content, activity or communication through or in connection with the Site that appears to be in violation of the above, or in violation of any other provision of these Terms, we ask that you inform us of any such violation by sending an email to legal@propertyshelf.com

15. Changes to the Site.

Propertyshelf retains the right to change, suspend, or discontinue any aspect of the Site at any time, including the availability of any Site features, database, or content. We may also impose limits on certain features or services or restrict your access to parts or all of the Site without notice or liability.

16. Propertyshelf’s Rights and Obligations

16.1 Propertyshelf's mission is to provide a service that facilitates online advertising and sales of multiple products including, but not limited to real estate listings, travel products/packages and business listings.

16.2 For as long as Propertyshelf continues to provide services, Propertyshelf will provide (and seek to update, improve and expand, in similar and different new ways) the Propertyshelf platform and Service with the purpose of providing all Users with networking connectivity, through Propertyshelf’ proprietary tools, rules, and protocols which Propertyshelf may update, improve, discontinue and change at any time, at Propertyshelf’s sole discretion.

16.3 Any and all other uses of Propertyshelf (i.e., seeking generate revenue through the sale of contact information to others) is strictly prohibited and is a violation of this Agreement.

16.4 Propertyshelf allows you to access Propertyshelf as it may exist and be available on any given day. Propertyshelf has no other obligations, except as expressly stated in these Terms. Propertyshelf may modify, replace, refuse access to, discontinue or suspend Propertyshelf , partially or entirely, or to charge and modify prices for Propertyshelf. All of these changes shall be effective upon their posting on the Site or by email communication to you. Propertyshelf reserves all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Propertyshelf and all related items.

16.5 Propertyshelf reserves the right to withhold, discard and or remove any content available as part of your account, with or without notice. Propertyshelf has no obligation to store, maintain or provide you a copy of any content which you or other Users provide when using the Services.

16.6 Propertyshelf enables third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by Propertyshelf and its Users and/or that retrieve authorized data from third-party sites for use through the Service (“Platform Applications”).

Platform Developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using their respective Platform Applications. For a more detailed discussion of Platform Developers, please refer to Propertyshelf’s Privacy Policy.

16.7 You acknowledge and agree that we may send you important information and notices regarding the Service by email or through other means, including mobile and hand held devices. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including but not limited to, your failure to recieve critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims of a violation of the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property, or personal safety of Propertyshelf, its Affiliates, its Users and the public.

16.8 Propertyshelf may limit the number of connections you may have to other Users and prohibit you from contacting other Users through use of the Services.

You are solely responsible for your interactions with other Users. Propertyshelf reserves the right, but not the obligation, to monitor disputes between you and other Users and to terminate your account in Propertyshelf's sole discretion.

16.9 We have no duty to pre-screen content posted on the Site by Users (including, without limitation, reviews of or guestbook entries for any particular property), (collectively “User Contributed Content”), and we are not responsible for User Contributed Content. We do, however, reserve the right to decline to permit the posting on the Site of, or to remove from, any User Contributed Content at our sole discretion . We may also remove User Contributed Content if it is brought to our attention that such content is in violation of these Terms, or any other requirements governing the posting of such content, has/have been apparently breached.

16.10 All listings, postings and information on the Site are submitted by the Users and are the responsibility of the User who submits same, and we specifically disclaim any and all liability arising from the alleged accuracy of the listings, property reviews, guestbook entries, quality of service/product, or any alleged breaches of contract on a User's part. Users are solely responsible for keeping their personal information and property information accurate and up to date on the Site, including, but not limited to, any and all representations about any property, its amenities, location, and its availability for a specific date or range of dates. We do not represent or warrant that any of the content, copy, property reviews, guestbook entries, property location, suitability, pricing or availability information published on the Site is accurate or up to date, even in the case where prospective travelers have searched for specific special offers, dates, or types of properties. Users are solely responsible for ensuring the accuracy of their listing descriptions. However, we reserve the right at all times to disclose any information as permitted by prevailing law to satisfy any law, regulation or government request.

17. DISCLAIMERS.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT, THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON PROPERTYSHELF, ANY INFORATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR THE PROPERTYSHELF SITE, AND ALL INFORMATION AND SERVICES ON AN “ AS IS” AND “AS AVAILABLE” BASIS. ALL USERS SHOULD VERIFY INFORMATION, AS THE INFORMATION ON PROPERTYSHELF IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TO BE RELIED UPON. WE DO NOT PROVIDE ANY IMPLIED OR EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY PROPERTYSHELF OR ANYTHING RELATED TO PROPERTYSHELF, YOU MAY TERMINATE YOUR ACCOUNT WITH PROPERTYSHELF IN ACCORDANCE WITH THE TERMINATION SECTION HEREOF, AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

THE SITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PROPERTYSHELF MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE SITE OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE SITE, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE OR ANY LINKED SITE. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT ANY TRANSMISSION TO AND FROM THIS SITE IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS MAY BE READ OR INTERCEPTED BY OTHERS. YOU ACKNOWLEDGE THAT BY SUBMITTING COMMUNICATIONS TO US AND BY POSTING INFORMATION ON THE SITE, NO CONFIDENTIAL FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THESE TERMS.

PROPERTYSHELF IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OF ANSWERS, INMAILS, OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH PROPERTYSHELF TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.

PROPERTYSHELF WILL, TO THE BEST OF ITS ABILITY ATTEMPT TO VERIFY ITS USERS, HOWEVER PROPERTYSHELF DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTIY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, PROPERTYSHELF IS NOT LIABLE FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

18. Limitation of Liability.

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN THE CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

IN NO EVENT WILL THE SITE, PROPERTYSHELF, OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS AND/OR EMPLOYEES (COLLECTIVELY, THE “PROPERTYSHELF GROUP”) BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM OUR SITE, THESE TERMS, YOUR USE OF THE SITE AND/OR ANY TRANSACTION BETWEEN USERS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU ARE DISSATISFIED WITH THE SITE, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, ANOTHER USER OR THE SITE WITH RESPECT TO THESE TERMS OR THE SITE, THEN YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US IS TO DISCONTINUE USING THE SITE. IN ALL EVENTS, OUR LIABILITY, AND THE LIABILITY OF ANY MEMBER OF THE PROPERTYSHELF GROUP, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE SITE IS LIMITED TO THE GREATER OF: (1) THE AMOUNT OF FEES YOU PAY TO US IN THE SIX MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (2) $100.00 IN THE AGGREGATE.

19. Release.

IF YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER CONTRIBUTED CONTENT), YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE SITE AND ANY MEMBER OF THE PROPERTYSHELF GROUP, EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS EMPLOYEES AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE SITE. IF YOU ARE A CALIFORNIA RESIDENT, YOU SPEFICIALLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

20. Indemnity.

YOU HEREBY AGREE TO IDEMNIFY, DEFEND AND HOLD THE SITE AND ANY MEMBER OF THE PROPERTYSHELF GROUP (COLLECTIVELY, THE “IDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING AY TRANSACTION OR ANY OF YOUR USER CONTRIBUTED CONTENT), ANY CONTENT POSTED BY YOU OR OTHER USERS OF YOUR ACCOUNT TO THE SITE OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO IDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT.

21. Choice of Law and Forum.

ANY AND ALL SERVICES AND RIGHTS OF USE HEREUNDER ARE PERFORMABLE AND/OR SOLD IN THE STATE OF FLORIDA, UNITED STATES OF AMERICA, AND YOU IRREVOCABLY AGREE THAT ANY CAUSE OF ACTION YOU MAY SUBMIT IN CONNECTION WITH YOUR USE OF THE SITE OR PURSUANT TO THESE TERMS WILL BE FILED IN SARASOTA COUNTY, FLORIDA WHICH WILL BE THE VENUE OF ANY LEGAL DISPUTE. YOU ALSO AGREE THAT ANY DISPUTE BETWEEN YOU AND US WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA.

22. Agreement to Arbitrate and Pay Attorney’s Fees.

Any disputes between Propertyshelf and its Users shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in English, with a written decision and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration fees and reasonable attorney’s fees of both parties to be borne by the party that ultimately loses.

23. No Injunctive Relief.

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.

24. Notification of Claims of Infringement.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for claims of copyright or other intellectual property infringment at: legal@Propertyshelf.com or to 786 South Orange Avenue, Sarasota, FL 34236. You must include the following in your notice: (1) identify with specific detail the material on the Site that you claim is infringing; (2) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (3) a statement by you declaring under penalty of perjury that (i) the above information in your notice is accurate, and (ii) you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; (4) your physical address, telephone number and email address; and (5) your physical or electronic signature. We will thereafter remove the allegedly infringing content, subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA). If you see or experience any user contributed or other content, activity or communication through or in connection with the Site, that appears to infringe any requirement of these Terms, we would like you to inform us at legal@Propertyshelf.com. We rely upon users to notify us of infringing content, activity and communications.

25. No Agency.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the Site, and no User shall have the apparent or actual authority to bind Propertyshelf whatsoever.

26. Amendments.

We reserve the right, in our sole discretion, to change, modify, add or remove any portion of these Terms, in whole or in part, at any time. Notification of changes to these Terms will be posted on the Site and will be effective immediately thereafter. Your continued use of the Site following the posting of any such change, modification or amendment will constitute your acceptance thereof.

27. Links to Third Party Sites.

This Site contains links and pointers to other Internet sites, resources, and sponsors of the Site. Links to and from the Site to other third party sites maintained by third parties, do not constitute an endorsement by us of any third party sites or contents thereof.

28. Termination.

28.1 You may terminate your relationship with Propertyshelf, for any or no cause, at any time, with notice to Propertyshelf which shall be effective upon Propertyshelf processing such notice within a reasonable time. Propertyshelf may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice, if notice is provided. For avoidance of doubt, your access to any Premium Services may be terminated only by Propertyshelf or the party paying for such services. Termination of your Propertyshelf account includes disabling your access to Propertyshelf (including any content you submitted or others submitted) and may also bar you from any future use of Propertyshelf.

28.2 Propertyshelf has adopted a policy of terminating, in appropriate circumstances and at Propertyshelf’s sole discretion, Users who are deemed to be repeat offenders under the United States Copyright Act and Users deemed to post fraudulent/dishonest content or send harassing, dishonest, or similar type messages to other Users. Propertyshelf may also, at its sole discretion, limit access to the Service and/or terminate the memberships of any Users who infringe upon any intellectual property rights of others, whether or not there is any repeat infringement.

28.3 Upon termination, you immediately lose access to Propertyshelf. These Terms shall survive any termination except for the Rights and Obligations section.

29. Severability.

If any provision of these Terms is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of such provision under the laws of any other jurisdiction, or any provision of the Agreement.

30. Entire Agreement.

You agree that these Terms constitute the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.

31. Assignment and Delegation.

You may not assign or delegate any rights or obligations under these Terms, and any purported or attempted assignment and delegation shall be void, and may be cause for termination. We may freely assign or delegate all rights and obligations under these Terms, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to you, Propertyshelf for any third party that assumes our rights and obligations under this Agreement.