Last updated: October 25, 2021.
Agreement to the Terms of this Agreement
Your Use of the Website shall be deemed to constitute your consent to be bound by this Agreement and shall be enforceable in the same way as if you had signed this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE.
THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION AGREEMENT, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY CLAIM (DEFINED BELOW) TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THE ARBITRATION SECTION BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE ARBITRATION AGREEMENT REQUIRES INDIVIDUAL ARBITRATION INSTEAD OF JURY TRIALS AND CLASS ACTIONS.
Changes to Agreement
We may modify the terms of this Agreement at any time, in our sole discretion. If we do so, we’ll let you know either by posting the Agreement on the Website or through other communications. It’s important that you review the Agreement whenever we modify it because if you continue to use the Website after we have posted a modified Agreement on the Website, you are indicating to us that you agree to be bound by the modified Agreement. If you don’t agree to be bound by the modified Agreement, then you may not use the Website anymore. Because our Website is evolving over time we may change or discontinue all or any part of the Website, at any time and without notice, at our sole discretion.
Who May Use the Website
You may use the Website only if you are not barred from using the Website under applicable law and are either (1) 18 years or older and have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws; or (2) 13 years or older and have your parent or guardian's consent to the Agreement. The Website is not intended for children under the age of 13 and no person under the age of 13 may use the Website. If you use the Website, you are affirming that you are at least 13 years old.
We welcome feedback, comments and suggestions for improvements to the Website (“Feedback”). You can submit Feedback by emailing us at email@example.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
General Prohibitions and Enaia’ Enforcement Rights
You agree not to do any of the following:
- Use, display, mirror or frame the Website or any individual element within the Website, Enaia’ name, any Enaia trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Enaia’ express written consent;
- Access, tamper with, or use non-public areas of the Website, Enaia’ computer systems, or the technical delivery systems of Enaia’ providers;
- Attempt to probe, scan or test the vulnerability of any Enaia system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Enaia or any of Enaia’ providers or any other third party (including another user) to protect the Website;
- Attempt to access or search the Website through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Enaia or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Enaia trademark, logo URL or product name without Enaia’ express written consent;
- Use the Website for any commercial purpose or for the benefit of any third party or in any manner not permitted by this Agreement;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Website to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Website;
- Collect or store any personally identifiable information from the Website from other users of the Website without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Website, we have the right to do so for the purpose of operating the Website, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We have the right to investigate violations of this Agreement or conduct that affects the Website. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The Website may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You also may be subject to additional terms and conditions that may apply when you use third-party websites or resources. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Website, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation, all provisions of this Agreement which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. You agree that any such suspension or termination may be effected without prior notice, and that we will not be liable to you or any third party for any such action.
THE WEBSITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Website will meet your requirements or be available on an uninterrupted, secure, or error-free basis, or that the Content will be accurate or reliable.
YOUR USE OF THE WEBSITE IS SUBJECT TO THE ADDITIONAL DISCLAIMERS AND CAVEATS THAT MAY APPEAR THROUGHOUT THE WEBSITE.
ENAIA AND ITS AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE INFORMATION, SERVICES, OR OTHER MATERIAL ON THE WEBSITE. WHILE ENAIA STRIVES TO KEEP THE INFORMATION ON THE WEBSITE ACCURATE, COMPLETE, AND UP-TO-DATE, ENAIA CANNOT GUARANTEE, AND WILL NOT BE RESPONSIBLE FOR, ANY DAMAGE OR LOSS RELATED TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION ON THE WEBSITE.
Technology, and Services
Intellectual Property Rights
You acknowledge and agree that the Content on the Website is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. All right, title, and interest in the Content are and will remain the exclusive property of Enaia, its affiliates, and its licensors. The technology and software underlying the Website are the property of Enaia, our affiliates and our partners (the “Software”). Except as expressly authorized by Enaia, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Website, the Content or the Software, in whole or in part. Any use of the Website, the Content or the Software other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Enaia.
Enaia, Broker Workflow, CRE Broker Workflow, Commercial Real Estate Broker Workflow are trademark of Enaia (collectively the “Enaia Trademarks”). You may not use or display any trademarks or service marks owned by Enaia without Enaia’s prior written consent. Nothing in this Agreement or the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Enaia Trademarks, without our prior written permission in each instance. All goodwill generated from the use of Enaia Trademarks will inure to our exclusive benefit. Other company, product and service names and logos displayed via the Website may be trademarks or service marks of their respective owners, who may or may not be affiliated with or connected to Enaia.
The Website may contain or be provided with open source software. Each item of open source software is subject to its own applicable license terms. Copyrights to the open source software are held by the respective copyright holders indicated therein.
You will release, indemnify and hold harmless Enaia and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Website, (ii) your violation of this Agreement, or (iii) your violation of the rights of others.
Limitation of Liability
NEITHER ENAIA NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENAIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL ENAIA’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ENAIA.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ENAIA AND YOU.
Any claims arising in connection with your use of the Website must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.
This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and Enaia agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Website (collectively, “Disputes”) will be settled by binding arbitration. Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Enaia with written notice of your desire to do so by email or regular mail at firstname.lastname@example.org within thirty (30) days following the date you first agree to this Agreement (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Enaia with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute. If you timely provide Enaia with an Arbitration Opt-out Notice, then the exclusive jurisdiction and venue will be the state and federal courts located in Delaware and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Enaia with an Arbitration Opt-out Notice, you acknowledge and agree that you and Enaia are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Enaia otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/Rules or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Enaia otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Enaia submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Enaia will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Enaia will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Enaia may temporarily suspend access to our website and products on either a scheduled or unscheduled basis including for the purposes of carrying out modifications to the website and/or products or to the hosted environment in which Enaia’s product offering is deployed including the uploading of patches, updates and upgrades, to preserve data and integrity; in the event of a security breach; or in the event of any technical malfunctions. Enaia will attempt to give You as much notice as reasonably possible in the relevant circumstances.
Notwithstanding the provisions of the “Modification” section above, if Enaia changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to email@example.com within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Enaia’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Enaia in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
This Agreement constitute the entire and exclusive understanding and agreement between Enaia and you regarding the Website, and this Agreement supersede and replace any and all prior oral or written understandings or agreements between Enaia and you regarding the Website. If any provision of this Agreement is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Enaia’ prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. Enaia may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Enaia under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Enaia’ failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Enaia. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
If you have any questions about this Agreement or the Website, or to report any violations of this Agreement, please contact Enaia:
Mail: Enaia, Inc., 459 Columbus Ave #50046, New York, NY 10024