PLEASE BE AWARE THAT SECTION 13 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND AALTO HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST AALTO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE AND/OR THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
As part of our Services, we provide an online platform where potential buyers and sellers of non-commercial real estate, and their duly appointed agents, can upload and browse information and materials about homes for sale while respecting the privacy of homeowners and without listing the property or any property information on the Multiple Listing Service (“MLS”) (unless an owner’s agent is directed to do so separately from the Website and Services by such owner). In the event that a User or his/her Agent uploads such property information on the MLS, the User agrees to remove his/her property listing from the Website. Additionally, Aalto shall not be liable for, and agent waives any claims against Aalto for reimbursement of, any fines, penalties, or damages claimed or alleged by any MLS or association by reason of agent’s failure to comply with any such rules and regulations. The Services also allow registered users to contact licensed real estate agents through our partnership with Twilio (https://www.twilio.com).
These Terms do not govern a potential seller’s or buyer’s relationship with his/her/its agent. A seller’s relationship with his/her/its agent is or will be governed by a separate listing agreement (“Listing Agreement”), which will be provided to a seller by such seller’s agent BEFORE A seller signs up for the Services. Each seller is advised to review the terms of the listing agreement with his/her/its agent carefully as such terms will govern the relationship between the seller and his/her/its agent and take precedence over any contrary or inconsistent terms provided on or through the Website or the Services. A seller’s failure to execute and return a Listing Agreement to such seller’s agent after being requested to do so by such seller’s agent may result in AALTO removing or suspending the seller’s content and/or listing from the Website or suspending or prohibiting such USER from using the Website and/or the Services. users who are buyers are advised that no referral to a buyer’s agent will be made by aalto, and any dual agency relationship that may arise with any seller’s agent must be created, if at all, through a separate written agreement with seller’s agent AND SUCH BUYER and aalto takes no responsibility and will have no liability for the terms or disclosure of such relationship. furhter, Aalto shall have no responsibility or liablity for the qualification of any buyer OR AGENT or the accuracy of any data provided by buyers in connection with any buyer’s ability to purchase any property.
- Use of the Services and AALTO Properties. The Website, the Services, and the information and content available on the Website and the Services (collectively, the “AALTO Properties”) are provided by AALTO and are protected by copyright laws throughout the world.
- How the Services Work. The AALTO Properties provides a platform that allows licensed real estate agents to publish and share their clients’ off-MLS property listings and invite their clients to view them directly while preserving anonymity as to the seller and address of the property, provided that such clients are registered users of the Website. The AALTO Properties also allows potential buyers to browse such property listings in order to connect with the seller’s agent.
- Services Disclaimer. AALTO is not an owner, property manager, lender or seller. AALTO does not, under any circumstances, for compensation or valuable consideration, or otherwise, sell or offer to sell, buy or offer to buy, lease or offer to lease, rent or offer to rent, manage or offer to manage any real property. Unless otherwise specifically agreed by Aalto in writing on a specific transaction, AALTO is not a party to any agreement between potential sellers and their agents, or between potential sellers and potential buyers. AALTO shall not, by reason of this Agreement or otherwise, be deemed to be an employee or agent of any agents or potential sellers or buyers, and AALTO shall have no power to enter into any agreement on behalf or otherwise bind any agents or potential sellers or buyers. This Agreement does not create the relationship of principal and agent, partnership, or a joint venture between you and AALTO. Aalto does not control the condition, legality or suitability of any property, and as such, AALTO is not responsible for and disclaims any and all liability related to any and all property listings. Accordingly, any and all activities relating to the purchase and any purchases of any real property are made at a seller, agent and buyer’s own and sole risk.
- Registering Your Account. In order to access certain features of the AALTO Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”). In registering an account on the Website and becoming a Registered User, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form including your name and email address and a password you select (the “Registration Data”) which you shall not share with or transfer to any third party; and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. If someone accesses the AALTO Properties or Services using your Registration Data, AALTO will rely on that Registration Data and will assume that it is really you or your representative who is accessing the AALTO Properties and/or Services. Without limiting any rights which AALTO may otherwise have, AALTO reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Website and your Account, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Account. In no event and under no circumstances will AALTO be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of AALTO under this provision, (ii) any compromise of the confidentiality of your Account or password, and (iii) any unauthorized access to your Account or use of your password. You may not use anyone else’s Account at any time without the permission of the Account holder. Please notify AALTO immediately if you become aware that your Registration Data is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself without such individual’s authorization, or register for an Account on behalf of any group or entity without AALTO’s prior written consent.
- Payments by Agents. In connection with any properties sold by way of an introduction on the Website and/or through use of the Services, sellers acknowledge that AALTO will be entitled to payment (a “Fee”) either through escrow at closing of the transaction or paid upfront. Fees will be assessed as either as a fixed amount per listing or a portion of commission payable in connection with the transaction pursuant to a separate written referral fee agreement between seller’s registered agent and AALTO and which will be disclosed to buyer and seller at or prior to the close of escrow, which disclosure may be made in the closing settlement statement prepared by the escrow agent or the title company, or as a fixed per-listing fee. Such Fee is earned by AALTO for providing simply the venue for an introduction between the seller and the buyer, and each of seller, seller’s agent, and buyer acknowledges that AALTO does not and will not provide any services for which a real estate license is required.Therefore, sellers agree that AALTO will be entitled to payment of the applicable Fee in connection with the transaction owed to AALTO notwithstanding whether such seller’s agent complied with its disclosure obligations under these Terms and under applicable law.
- Sellers and agents who use the Website and/or the Services acknowledge and agree that it is the their agents’ responsibility to keep a seller (and buyer, as applicable) fully informed of all amounts that will be owed to such agents and in the case of seller’s agent, to AALTO, in connection with the closing of a transaction for which the seller/buyer or their agents have used the Website and/or the Services. You acknowledge that AALTO does not act as an agent or broker for any transaction on the Website, and acts only as a “finder,” and while AALTO will use reasonable efforts to keep seller, buyer and their respective agents informed of any amounts that will be owed to AALTO in connection with a transaction, any failure of such disclosure including of any payment due and payable to AALTO in connection with a transaction is not a defense to payment of any commission by any party that uses the Website and/or the Services.
- Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit AALTO Properties or any portion of AALTO Properties, including the Website or the Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other property (including images, text, page layout or form) of AALTO; (c) you shall not use any metatags or other “hidden text” using AALTO’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of AALTO Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website; (f) you shall not access AALTO Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of AALTO Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in AALTO Properties. Any future release, update or other addition to AALTO Properties shall be subject to the Terms. AALTO, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of AALTO Properties automatically terminates the licenses granted by AALTO pursuant to the Terms.
- Responsibility for Content.
- Use of Content. You acknowledge that all information, data, text, photographs, graphics, video, messages, tags and/or other materials uploaded, posted, emailed, transmitted or otherwise made available to or accessible through AALTO Properties including all information relating to each real estate property listed on the AALTO Properties (which is provided by the property’s owner or such owner’s agent) (“Content”) is the sole responsibility of the party from whom such Content originated. Further, you acknowledge and agree that photographs of, and information about, any property on the Website or made available through the Services are published to offer prospective buyers a reasonable notion regarding the quality and characteristics of the property, but such photographs of the properties are not necessarily accurate visual representations of the properties nor their features and decor. AALTO makes no representation or warranty regarding the accuracy of any such Content.
- No Obligation to Pre-Screen Content. You acknowledge that AALTO has no obligation to pre-screen Content, although AALTO reserves the right in its sole discretion to pre-screen, reject or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your Content, including without limitation chat, text, or voice communications you transmit or transfer in connection with your use of the Website and/or Services.
- Third-Party Content. As a part of AALTO Properties, you may have access to materials and content as well as information from other users or third parties (“Third-Party Content”), either on the AALTO Properties or through links to third-party websites. You agree that it is impossible for AALTO to monitor such Third Party Content and that you access these materials at your own risk. Further, since AALTO does not control, and shall have no responsibility for, Third-Party Content, including material that may be unlawful, misleading. incomplete, erroneous, offensive, indecent or otherwise objectionable, you must evaluate the veracity of, and bear all risks associated with your exposure to, Third-Party Content, including without limitation, information provided by other users of our Services.
- AALTO Properties. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the AALTO Properties including the Website and Services (“AALTO Technology”) are: (i) copyrighted by AALTO and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by AALTO or our licensors. AALTO Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written consent and the prior written consent of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of AALTO Technology. Nothing in these Terms grants you any right to receive delivery of a copy of AALTO Technology or to obtain access to AALTO Technology except as generally and ordinarily permitted through the Website according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to AALTO Technology. Certain of the names, logos, and other materials displayed on the Website and/or the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of AALTO or other third party entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with AALTO or those other entities. Any use of third party software provided in connection with the Website or Services will be governed by such third parties’ licenses and not by these Terms. Subject to these Terms, AALTO grants you a limited license to use the Website and Services for your personal and non-commercial purposes. Unless otherwise specified by AALTO in a separate license, your right to use any AALTO Technology or Content that you access or download through the Website or the Services is subject to these Terms.
- In the event that you provide AALTO with any ideas, thoughts, suggestions or other feedback related to the AALTO Properties, Website and/or the Services (collectively “Feedback”), you agree that you do so at your own risk and that AALTO may use the Feedback for any purpose including to improve and/or to modify the Website or Services and that you will not be due any attribution or compensation of any kind. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. You further agree that AALTO has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights, licenses and waivers necessary to submit the Feedback.
- Rules Regarding Information and Other Content. It is our goal to make access to our Website and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not use, reproduce, duplicate, copy, sell, resell or exploit any portion of the Website or Services, your use of the Website or Services, or access to the Website or Services for any purposes other than for which the Website or Services are being provided to you, or do any of the following:
- Conduct or promote any illegal activities while using the Website or Services;
- Upload, distribute or print anything that may be harmful to minors;
- Attempt to reverse engineer or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Website or Services, or to obtain any information from AALTO Properties;
- Attempt to gain access to secured portions of the Website or Services to which you do not possess access rights;
- Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
- Use the Website or Services to generate unsolicited email advertisements or spam;
- Use the Website or Services to stalk, harass or harm another individual;
- Use any high volume automatic, electronic or manual process to access, search or harvest information from the Website or Services (including without limitation robots, spiders or scripts);
- Interfere in any way with the proper functioning of the Website or Services or interfere with or disrupt any servers or networks connected to the Website or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or Services;
- Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Website, the Services or the Content contained on any such web page for commercial use without our prior express written permission;
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
- Mirror or frame the Website, Services, or any Content, or place pop-up windows over its pages, or otherwise affect the display of its pages;
- Solicit or attempt to solicit personal information from other users of AALTO Properties; or
- Resell the Website, Services or Content online or through any other medium.
Though AALTO strives to enforce these rules with all of our users, you may be exposed through the Website or Services to Content that violates our policies or is otherwise offensive. You access the Website or Services at your own risk. We may, but are not obligated to, remove Content from the Website or Services for any reason, including if we determine or suspect that such Content violates these Terms. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Website or through the Services whether it violates our content policies or not. AALTO will have the right to investigate and prosecute violations these Terms to the fullest extent of the law. AALTO may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. AALTO may access, preserve and disclose any information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against AALTO or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of AALTO, the users, or members of the public. You acknowledge that AALTO has no obligation to monitor your access to or use of the Website, Services or Content, but has the right to do so for the purpose of operating and improving the Website or Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, or to respond to content that it determines is otherwise objectionable or as set forth in these Terms.
- Procedure for Making Claims of Copyright Infringement. It is AALTO’s policy to terminate user privileges of any user who repeatedly infringes copyright upon prompt notification to AALTO by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent listed below with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the AALTO Properties of the material that you claim is infringing; (4) your address, telephone number and email address; (5) a written 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; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for AALTO’s Copyright Agent for notice of claims of copyright infringement is as follows: Daniel Parames – email@example.com.
- User Conduct. You agree that you will not, under any circumstances use the Website or the Services or use, provide, post or transmit any Content in any manner that:
- Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
- Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
- Is false or inaccurate or becomes false or inaccurate at any time;
- Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
- Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
- Misrepresents your identity in any way;
- Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancel bots, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
- Advocates or encourages any illegal activity;
- Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers;
- Modifies or causes to be modified any files that are a part of AALTO Properties; or
- Avoids, bypasses, removes, deactivates, impairs, descrambles, or otherwise circumvents any technological measure implemented by AALTO or any of AALTO’s providers or any other third party (including another User) to protect the AALTO Properties.
- Third-Party Services.
- Third-Party Websites, Applications and Ads. AALTO’s website may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), including but not limited to Twilio (https://www.twilio.com/) which allows you, amongst other actions, to communicate with an agent. When you click on a link to a Third-Party Website or Third-Party Application, AALTO will not warn you that you have left AALTO’s site(s) and that you are subject to the terms and conditions (including privacy policies) of such third party’s website or destination. Such Third-Party Websites or Third-Party Applications are not under the control of AALTO. AALTO is not responsible for any Third-Party Websites or Third-Party Applications or any advertising therein (“Third Party Ads”). AALTO provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern your activities. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- Disclaimer of Warranties and Conditions. THE AALTO PROPERTIES AND ALL AALTO CONTENT, THE WEBSITE AND THE SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE AALTO PROPERTIES ARE PROVIDED BY AALTO “WITH ALL FAULTS” AND ON AN “AS IS” AND “AS AVAILABLE” BASIS. AALTO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THIS WEBSITE OR THE AALTO CONTENT, WEBSITE OR SERVICES INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH, THE AALTO PROPERTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE AALTO PROPERTIES IS AT YOUR SOLE RISK. AALTO MAKES no warranty that the AALTO PROPERTIES INCLUDING THE WEBSITE AND THE Services will meet your requirements, or that the WEBSite and/or Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the WEBSite or Services, or that defects in the WEBSite or Services will be corrected. YOU UNDERSTAND AND AGREE THAT AALTO MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT YOU WILL BE SUCCESSFUL IN YOUR SALE AND/OR PURCHASE OF ANY PROPERTIES LISTED ON THE WEBSITE OR AVAILABLE BY WAY OF THE SERVICES, AS TO ANY REVENUE PROJECTIONS, INCOME POTENTIAL, PROFITABILITY, OCCUPANCY, OR PERTAINING TO ANY ECONOMIC BENEFIT YOU MAY REALIZE BY USING OUR SERVICES, OR THAT ANY RESULTS THAT MAY BE OBTAINED FROM USE OF AALTO PROPERTIES WILL BE ACCURATE OR RELIABLE. You FURTHER understand and agree that you will be solely responsible for any damage to your computer, MOBILE DEVICE, or loss of data that results from the download of any CONTENT and/or use of any SERVICES. No advice or information, whether oral or written, obtained by you from us through the WEBSite, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms.
- Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT AALTO IS ONLY WILLING TO PROVIDE ACCESS TO THE WEBSITE AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTIES OR FOR ANY INFORMATION APPEARING ON THIRD PARTY SITES OR ANY OTHER WEBSITE LINKED TO THE AALTO PROPERTIES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE AND THE SERVICES. AALTO’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS, INCLUDING THE AALTO PROPERTIES, WEBSITE, AND THE SERVICES, IS LIMITED, IN THE CUMULATIVE AND AGGREGATE, TO ONE THOUSAND DOLLARS (U.S. $1,000.00).
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
Without limiting the foregoing, under no circumstances WILL AALTO or our licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, OR non-performance of third parties.
- Indemnification and Release. You agree to defend, indemnify and hold harmless AALTO and its affiliates, subsidiaries and contractors, and their respective officers, representatives, directors, employees and agents (the “AALTO Parties”), from and against any claims, liabilities, damages, injuries, losses, and expenses (compensatory, direct, incidental, consequential or otherwise), including, without limitation, reasonable legal and accounting fees and expenses, arising out of or in any way connected with (a) your access to or use of the Website, Services, or Content or your violation of these Terms; (b) your User Content; (c) your interaction with any other user of the Website or Services; (d) the sale or purchase of any property; (e) unauthorized use of any AALTO Properties, and (f) your or your property’s failure to comply with applicable law. AALTO reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with AALTO in asserting any available defenses. You agree that you will not settle any claim without AALTO’s prior written consent. You agree that the provisions in this Section 11 will survive any termination of your Account, these Terms or your access to the Website and/or Services.
- Release. You hereby release the Aalto Parties from claims, demands, any and all losses, damages, rights and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Website and Services, including but not limited to, any interactions with or conduct of other users, agents, sellers and/or buyers. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage, for any unconscionable commercial practice by any AALTO Parties or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or Services.
- Term and Termination. These Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use AALTO Properties. We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, (i) suspend and/or terminate your access to our Services, (ii) modify or discontinue, temporarily or permanently, any portion of our Services; (iii) deactivate or delete any of your accounts and all related information and files in such accounts; and/or (iv) bar your access to any of such files or Services.
- International Users. The AALTO Properties can be accessed from countries around the world and may contain references to services and products that are not available in your country. These references do not imply that AALTO intends to announce such services or products in your country. The Website and Services are controlled and offered by AALTO from its facilities in the United States of America. AALTO makes no representations that the Website or Services are available for use in other locations. Those who access or use the Website or Services from other jurisdictions do so at their own risk and volition and are solely responsible for compliance with applicable laws, rules and regulations. Further, if you are a non-United States user, your personal information may be processed in the country in which it was collected and in other countries, including the United States, and it may be transferred to, and maintained on, computers located outside of your jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to these Terms followed by your submission of any of your information represents your agreement to that transfer.
- Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with AALTO and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with AALTO, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or AALTO may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent The Corporation Trust Company 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, AALTO will pay them for you. In addition, AALTO will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement, and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and AALTO. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and AALTO.
- Waiver of Jury Trial. YOU AND AALTO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and AALTO are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in sections above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in California. All other claims shall be arbitrated.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 345 The Alameda, San Anselmo, CA 94960, within 30 days after first becoming subject to this Arbitration Agreement. You may also opt-out of the provisions of this Arbitration Agreement by sending written notice of your decision to the following email address: firstname.lastname@example.org. Your notice must include your name and address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with AALTO.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if AALTO makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing AALTO at the following address: 345 The Alameda, San Anselmo, CA 94960 You may also reject that change at the following email address: email@example.com.
- General Provisions.
- Electronic Communications. The communications between you and AALTO use electronic means, whether you visit AALTO Properties or send AALTO emails, or whether AALTO posts notices on AALTO Properties or communicates with you via email. For contractual purposes, you (1) consent to receive communications from AALTO in an electronic form, and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that AALTO provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without AALTO’s prior and express written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to AALTO Properties, please contact us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
- Limitation Period. YOU AND AALTO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, AALTO PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
- Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and AALTO agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in the State of California.
- Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
- Notice. Where AALTO requires that you provide an email address, you are responsible for providing AALTO with your most current email address. In the event that the last email address you provided to AALTO is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, AALTO’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to AALTO at the following address: 345 The Alameda, San Anselmo, CA 94960. Such notice shall be deemed given when received by AALTO by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
- Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
- Export Control. You may not use, export, import, or transfer AALTO Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained AALTO Properties, and any other applicable laws. In particular, but without limitation, AALTO Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using AALTO Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use AALTO Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by AALTO are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer AALTO products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.