YOUR USE OF THIS WEBSITE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE AS THEY MAY CHANGE FROM TIME TO TIME.

This site (the “Site“) is operated by MountainSeed Appraisal Management, LLC, and its affiliates (collectively, “MountainSeed” or “we” or “us“). By accessing or using this Site (or any part thereof), you agree to be legally bound by the terms and conditions that follow (the “Terms of Use“) as we may modify them from time to time. These Terms of Use apply to your use of this Site, including the MountainSeed services, if any, offered via the Site. These Terms of Use constitute a legal contract between you and us, and by accessing or using any part of the Site you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms of Use. If you do not agree to the Terms of Use, or if you do not have the right, power, and authority to agree to and be bound by these Terms of Use, you may not use the Site. Notwithstanding anything to the contrary herein, if you and MountainSeed have entered into a separate written agreement that covers your use of a MountainSeed service offered via this Site, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms of Use.

General

The Site is intended to provide information about commercial real estate. The information and services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal, tax, accounting or other professional advice, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by your accessing or using this Site or communicating by way of email or through this Site.  You should seek the assistance of your regulatory counsel with respect to compliance with any and all regulations, laws, and guidelines applicable to your business and your use of this Site.

Protected Data

The information, data, text, software, photographs, images, graphics, organization, layout, design, and other content contained on or provided through this Site (collectively, the “Content“) are proprietary to us and our licensors, and are or may be protected by copyright and other intellectual property rights, laws and treaties. The Content may include proprietary databases (the “Database“) of commercial real estate information, which, by way of example, may include information, text, photographic and other images and data contained therein (collectively, the “Information“) and the proprietary organization and structures for categorizing, sorting and displaying such Information, and the related software (“Software“). The Site, Content, Database, Information, Software and any portion of the foregoing, including any derivatives, adaptations, successors, updates or modifications provided thereto and any information derived from the use of the Database, including as a result of the verification of any portion of the Information, are collectively referred to herein as the “Product“.

You shall not (a) distribute, disclose, copy, reproduce, communicate to the public by telecommunication, make available, display, publish, transmit, assign, sublicense, transfer, provide access to, use, rent or sell, directly or indirectly (including in electronic form) any portion of the Product, or (b) modify, adapt or create derivative works of any portion of the Product.

“MountainSeed”, the MountainSeed logo, and the names and content of the Products (collectively, “MountainSeed IP“) are protected by trademarks, service marks, registered trademarks, copyrights, and/or other proprietary rights under U.S. copyright and other laws and treaties. MountainSeed IP may not be used without our prior written approval.  Any efforts to copy, reverse engineer, or otherwise replicate MountainSeed IP or obtain the source code thereof, and any infringement, misappropriation, or other violation of our rights in the MountainSeed IP under applicable patent, copyright, trademark, and other laws, is expressly prohibited.

Authorized Users & Passwords

“Authorized Users” are those individuals who have received a login and password from us, but only for so long as such users are in good standing with us.  An Authorized User must maintain the confidentiality of his or her password and shall not share the same with any other person. You agree to notify us immediately of any unauthorized use of any password or other breach of security related to the Site.

Notwithstanding anything to the contrary herein, you shall not:

(1) Access any portion of the Site unless you are an Authorized User;

(2) Access or use any portion of the Product if you are a direct or indirect competitor of MountainSeed, nor shall you provide, disclose or transmit any portion of the Product to any direct or indirect competitor of MountainSeed;

(3) Provide your password (or otherwise provide access to the Site) to any other individual;

(4) Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or the data generated from it;

(5) Use, reproduce, publish or compile any portion of the Product for the purpose of selling or licensing any portion of the Product or making any portion of the Product publicly available; or

(6) Store, copy or export any portion of the Product into any database or other software.

Fees

You are responsible for the timely payment of any fees incurred by your use of components and services available on the Site or via links to other web sites, and all taxes applicable to your use of the Product.

SUBJECT TO THE TERMS OF ANY LICENSE AGREEMENT BETWEEN US AND YOU, WE RESERVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF FEES CHARGED FOR ACCESS TO THE PRODUCT OR ANY OF THE COMPONENTS OR SERVICES AVAILABLE ON THE PRODUCT, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED.

Termination / Suspension

You acknowledge and agree that we may interrupt, terminate, discontinue, or block your access to the Product or portions thereof at any time, subject to the terms of any License Agreement in place between us and you.  We reserve the right to terminate or suspend your use of the Site, or to terminate your License Agreement, upon a good faith determination of a violation of the terms of any material provision of any other agreement between the parties or their affiliates.  In the event such suspension or termination occurs, you shall cease using any portion of the Site (including all Products), permanently delete or destroy all portions of the Product within your possession, custody or control, and, upon written request from MountainSeed, certify, in writing, your compliance with this provision.

Our Rights to Use Data from the Site

In addition to any other right provided for herein, we reserve the right to compile statistical information regarding use of various features of this Site and the Products offered therein. We also reserve the right to access any portion of the Site to perform customer support, product or system development, routine security inspections, to protect against unauthorized use of our products or services, to respond to legal process, or if otherwise required to do so by law.  The Site may include opportunities for users to submit information, data, text, photographs, images, graphics, messages, links, expressions of ideas and other content, for such information to be publicly displayed on the Site, used by MountainSeed in connection with researching real estate activity, or for some other purpose (collectively, “Submitted Content“).  All such Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that you, and not us, are entirely responsible for all such content that you upload, post, e-mail or otherwise transmit to or via the Site. We are under no obligation to post or use any such Submitted Content you may provide and may remove any such content at any time in our sole discretion.  We reserve the right to use any Submitted Content provided by users for internal statistical, quality control, and product development purposes as may be necessary or useful for supporting our products. In addition, we reserve the right to freely use, sell, distribute and otherwise exploit all Submitted Content provided by users (so long as we first remove all personally identifiable information). You acknowledge that we may use Submitted Content in future performance of services for, and product offerings to you and other clients.  Any such databases or other compilation of data extracted and compiled by us shall be owned solely by us, and you specifically disclaim, transfer, and assign to us any right, title or interest in and to such databases and compilations and the information contained in them.  Our use of Submitted Content may include future development of financial models derived from use of the financial data entered. Do not provide client data or other information that you do not want used in this manner or contributed to our database.  With respect to all Submitted Content you elect to upload, post, e-mail or otherwise transmit to or via the Product, you grant us and our affiliates and their licensees a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, communicate to the public by telecommunications, make available, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, rent and take any other action with respect to such content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that we may preserve any such content and may also disclose such content in its discretion. The foregoing license is without restrictions of any kind and without payment due from us.  You also hereby forever waive and agree never to assert any and all Moral Rights you may have in or with respect to any Submitted Content.  “Moral Rights” means any so-called “moral rights” or “droit moraux” or any similar right which you may have in any Submitted Content, existing under judicial or statutory law of any country in the world, or under any treaty. For greater certainty, these so-called “moral rights” or “droits moraux” shall not include the so-called “paternal right”.  You represent and warrant that (a) you own or have the full right, power and authority to grant to us use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to or via the Site; (b) your license of such content to us hereunder does not, and the use or license of such content by us to third parties will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such content.  You represent and warrant that you have all necessary rights and authority to provide the data and information provided through the Site and to permit us to use such data and information as set forth in these Terms of Use. If you do not comply with this warranty, you will indemnify and hold us and our officers, directors, and employees harmless from and against any third-party claims, actions, investigations or liabilities (including damages, losses, costs, expenses, and reasonable attorneys’ fees) resulting from our possession or use of such Submitted Content.  We have no obligation to monitor or screen Submitted Content and are not responsible for Submitted Content. However, we reserve the right, in our sole discretion, to monitor Submitted Content, edit Submitted Content, or delete Submitted Content at any time for any reason or no reason.

Assumption of Risk

You assume sole responsibility for results obtained from use of the Site and the Products and conclusions drawn therefrom. You hereby agree to indemnify and hold us and our officers, directors, and employees harmless from and against any claims, actions, investigations or liabilities (including damages, losses, costs, expenses, and reasonable attorneys’ fees) resulting therefrom.

Limitations on our Site, Products, and Liability

The Product is provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance upon the Product shall be at your own risk. You acknowledge that our Site and the Products derived therefrom are not all-inclusive, and there may be material information not included therein. All Products are provided “AS-IS”, and we make no warranties, representations or guarantees of any kind, either express, implied, statutory or otherwise, with respect thereto.  Neither we, nor any third party involved in creating, producing or delivering the Product, is responsible if the Product is not accurate, complete or current. Neither we, nor any third party involved in creating, producing or delivering the Product, has any responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the Product.  We are committed to respecting the privacy of your personal information in connection with your use of this Site.  We take great care to keep your personal information confidential and secure. However, the Internet is not a totally secure medium of communication. For this reason, we cannot guarantee the privacy of any information you input on this site, send to us, or request be delivered to you on the Internet.  We will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information.  ALTHOUGH WE ATTEMPT TO PROVIDE AN ACCURATE PRODUCT, THE SITE, PRODUCT AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. MOUNTAINSEED, AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “MOUNTAINSEED PARTIES”) CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT (I) THE PRODUCT WILL ALWAYS BE ACCURATE, COMPLETE, CURRENT, OR TIMELY; (II) THE OPERATION OF, OR YOUR ACCESS TO, PRODUCT THROUGH THE SITE WILL ALWAYS BE UNINTERRUPTED OR ERROR-FREE; AND/OR (III) DEFECTS OR ERRORS IN THE SITE OR THE PRODUCT, BE THEY HUMAN OR COMPUTER ERRORS, WILL BE CORRECTED.

THE MOUNTAINSEED PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE AND ITS CONSTITUENT PRODUCTS, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (4) THE SITE OR ITS CONSTITUENT PRODUCTS CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY MOUNTAINSEED PARTY, AND (5) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.  ANY RELIANCE UPON THE SITE OR THE PRODUCT IS AT YOUR OWN RISK.  WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE, ANY PRODUCTS, OR ANY FEATURE OR PART THEREOF AT ANY TIME.  IN NO EVENT SHALL MOUNTAINSEED OR ITS AFFILIATES BE LIABLE TO YOU, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE OR ANY PRODUCTS CONTAINED THEREIN, OR FOR ANY CLAIM MADE AGAINST YOU BY ANY OTHER PARTY, EVEN IF MOUNTAINSEED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.  IN NO EVENT SHALL MOUNTAINSEED’S OR ITS AFFILIATES’ LIABILITY UNDER ANY CLAIM MADE BY YOU EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR USE OF THE SITE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM.

THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE SITE AND PRODUCTS WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR PRODUCTS CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.  NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

Your Exposure

If you cause a technical disruption of the Site or any Product, you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys’ fees, fines, and costs of enforcement) arising from or related to that disruption. Upon your breach of any term of these Terms of Use or a separate License Agreement, our remedies shall include any damages and relief available at law or in equity as well as interruption and/or termination of your access to the Site or any Product or any portion thereof and permanent deletion or destruction of all portions of the Site and/or Products within your possession, custody or control. If we retain any third party to obtain any remedy to which it is entitled under these Terms of Use or a separate License Agreement, we shall be entitled to recover all costs, including attorney’s fees or collection agency commissions, we incur.

You agree to indemnify, defend, and hold harmless the MountainSeed Parties from and against any third party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys’ fees), arising out of or relating to your (and your users’) Submitted Content, use or misuse of any portion of the Site (or any constituent Product), or your violation of these Terms of Use or a separate License Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim or demand.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without our written consent.

Prevailing Party

In the event legal action is brought by one party against the other to enforce any of the obligations hereunder or relating in any way to the relationship created by performance or nonperformance under these Terms of Use, the non-prevailing party shall pay the prevailing party its reasonable attorney’s fees, costs and expenses incurred as a result of that action.

Miscellaneous

If any provision of these Terms of Use shall be determined to be invalid or unenforceable in whole or in part, the remaining provisions hereof shall remain in full force and effect, and be binding upon the parties hereto. The parties agree to reform these Terms of Use to replace any such invalid or unenforceable provision that comes as close as possible to the intention of the stricken provision.  These Terms of Use shall be governed by the laws of the State of Georgia, without regard to its conflicts of laws principles.  Use of the Site and any related Products is subject to our Privacy Policy, as the same may be posted to www.mountainseed.com from time to time, which Privacy Policy is hereby incorporated into, and made part of, these Terms of Use.

Changes to Terms of Use.  We reserve the right to amend, remove, or add to the Terms of Use at any time without notice. Such modifications shall be effective immediately upon posting to www.mountainseed.com/datatermsofuse. Therefore, users agree to review these Terms of Use regularly for changes. Continued access or use of the Products after modifications have been made will constitute user acceptance of the Terms of Use, as modified.

If you would like to contact MountainSeed regarding these Terms of Use, please contact:

MountainSeed Appraisal Management, LLC

2100 Powers Ferry Road, SE, Suite 410

Atlanta, GA 30339

Attention: Nathan Brown, President

Last Revised:  May 26, 2017