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Terms of Service / Limited License
Membership CriteriaLIMITED LISCENSE: The NCBN hereby confers to Subscriber a nontransferable and nonexclusive, license to access the NCBN System remotely for business purposes only for the term length of one calendar year from the date of payment with the exception of accounts initiated in year 2005 for which two years are provided for the price of one year. This agreement does not transfers or grant to Subscriber, either explicitly or by inference, any claim, title, authorization or entitlement to any intellectual property in the NCBN Software, the NCBN Database, the NCBN Documentation, or any NCBN Upgrades except those Upgrades granted by NCBN during Subscriber's Term for the length of that Term. Subscriber agrees that the NCBN System retains all entitlements, rights and interests, including but not limited to copyrights, trademarks, patents, trade secrets, and all other intellectual property rights, in and to the NCBN, and each part or component thereof, and any changes, modifications or corrections thereto, even if the same originated with Subscriber. If Subscriber is ever held or deemed to be the owner of any copyrights in the NCBN Software, the NCBN Database, or NCBN Documentation, or anyhanges, modifications or corrections thereto, then Subscriber hereby irrevocably assigns to the NCBN all such rights, title and interest. Should Subscriber not extend on or before the last day of the term, said subscription will expire on the following day and at that time all office profiles, contact information and material reference to Subscriber in the NCBN database will be non-accessible by the subscriber base. In such an event, NCBN will retain entitlements, rights and interests to any and all information provided to NCBN for its exclusive use and enterprise. NOTICE: The NATIONAL COMMERICAL BROKER NETWORK SYSTEM (NCBN) is comprised of confidential information for licensed subscribers only. The license is limited and does not authorize a subscriber to povide, broadcast, distribute or convey access to the NCBN System, any office profiles or information contained within its database to any unauthorized persons or parties. Violators will be accouable for such actions under prevailing laws. SUBSCRIBER AGREES TO: Subscriber agrees to NCBN that Subscriber will not copy the NCBN Software, in whole or in part, and Subscriber shall not itself, or through affiliate party sell, lease or transfer the NCBN System or any portion of the NCBN System to persons other than Subscriber employees without the NCBN prior written consent. Subscribers will keep confidential aspects and functions of the NCBN System, the office profiles and contact information contained within the NCBN Database, and any other proprietary information or materials disclosed by the NCBN to Subscriber. Subscriber shall restrict access to the NCBN System and all Confidential Information to agents who are NCBN participants and have been assigned a user access code specific to those persons, and employees who need such access in order to conduct Subscriber's business. As a condition of Subscribing and Prior to access at anytime, Subscribers and agents and employees of Subscriber shall agree to observe the confidentiality provisions of this Agreement. Subscriber agrees that it shall not modify the NCBN Software without written consent; access or attempt to access The NCBN database(s) in any manner not approved in writing by the NCBN. The NCBN will allow Subscribers to modify their company office profile but does not allow transfer, in any form or manner, all or any part of the contents of any NCBN Database to any individual or entity which is not a Subscriber or Subscriber Employee. Subscriber acknowledges and agrees that the information contained in the NCBN databases is a trade secret and that its unauthorized disclosure may result in substantial harm to The NCBN and its Subscribers. Subscriber also acknowledges that in order to protect its valuable information, The NCBN will hold Subscriber responsible to the full extent of the law for any unauthorized disclosure or transfer of such information prohibited by law or by this Agreement. Subscriber shall indemnify and hold harmless The NCBN and each of its agents and affiliates from and against any and all losses, damages or liabilities of any nature whatsoever and all attorneys fees, costs and expenses, based upon any claims, actions, suits, proceedings, or causes of action by any person or entity other than Subscriber arising out of or relating to the use or operation of the NCBN System by Subscriber or the disclosure or use of any data from the NCBN System by Subscriber. The MULTIPLE shall have no liability, indemnification or defense obligation under any claim if Subscriber has in any way modified or altered the NCBN Software or any part thereof without The NCBN prior written consent or if the NCBN Software is used for any use other than the intended use conveyed to Subscriber. DISCLAIMER Subscriber acknowledges that the information obtained through the NCBN System, while believed to be accurate, reliable, and up to date, is not guaranteed to be either complete or accurate. The information is provided by Subscriber(s), NCBN has no way to authenticate such information and relies on the accuracy of Subscriber to input and truthfully provide information to the NCBN. Subscriber further acknowledges and accepts any and all discrepancies in the information stored in the NCBN Database. The NCBN does not warrant that the NCBN System shall meet specific Subscriber requirements or expectations or that the operation of the NCBN Software shall be uninterrupted and/or error free. NCBN does not guarantee that information provided by Subscriber's is accurate or free of dcrepancies and it is expressly conveyed through this disclaimer that information about Subscriber(s) provided in the office profile is to be actively provided to the subscriber base and that this service is the basis and enterprise of NCBN. THE NCBN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NCBN SYSTEM. THE NCBN SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THIS LIMITED LICENSE. Some states do not allow the exclusion or limitation of implied warranties, so the above exclusions and limitations may not apply. THE NCBN SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER, SUBSCRIBER'S CUSTOMERS, EMPLOYEES OR AGENTS OR ANYONE CLAIMING THROUGH SUBSCRIBER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOSS OF PROFIT, INTERRUPTION OF SERVICE OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE TERMINATION OF THIS AGREEMENT, OR THE USE, RESULTS OF USE OR INABILITY TO USE THE NCBN SYSTEM WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE MULTIPLE OR IT'S AUTHORIZED REPRESENTATIVE HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OR LOSSES OCCURRING. ARBITRATION In the event of a dispute or contention of any type, in law or equity, arising from or relating in any way to this Agreement, the matter shall be decided by neutral, binding arbitration in accordance with the commercial rules of the American Arbitration Association ("AAA"), as may be in effect from time-to-time, to be administered and heard through the Los Angeles office of the AAA. No exemplary or punitive damages may be recovered in the arbitration proceeding. The substantially prevailing party in any such arbitration shall recover its reasonable attorney's fees and costs in addition to other appropriate relief. This paragraph shall survive the termination of this agreement. |
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