Collaborate is an application designed to help real estate professionals, asset management providers, servicers and miscellaneous entities manage and sell real estate assets (the "Site"). The Site is also designed to provide information and tools regarding real estate, REO properties, 54 System Design and its affiliates ("Service").
54 System Design has contracted with participating lenders, outsourcers and miscellaneous entities ("Partners") to provide the Service, which may also include assignment of real estate properties ("Property") to User to market ("Listing") or to provide a valuation ("BPO").
By accessing, browsing, or using the Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement and to comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do not agree to this Agreement, do not submit information to, or access any information from, this Site.
54 System Design does not assign Listings or BPOs directly. 54 System Design simply provides Services to 54 System Partners. Please do not inquire with 54 System Design about assignment of Listings or BPOs.
Fees and Payment Terms
All fees paid to 54 System Design are NON-REFUNDABLE.
All taxes, however designated, arising from or based upon this Agreement or the payments made by you to 54 System Design pursuant hereto, including but not limited to all applicable sales, use and excise taxes, shall be paid by you as the same become due.
54 System Design provides technology tools for general information and Partners use only. All information and Services provided within the Site do not constitute real estate, tax, legal, accounting or other professional advice--please consult with a professional when necessary. The Site or Services do not constitute an offer to sell, buy or lease real estate and may not be used to determine an individual's eligibility for credit, employment or insurance purposes. AS AN USER OF OUR SITE, USER IRREVOCABLY ACKNOWLEDGE AND AGREE THAT 54 SYSTEM DESIGN ONLY PROVIDES TECHNOLOGY TOOLS THAT AGENTS, BUYERS, SELLERS, VENDORS, BROKERS AND OTHER INDIVIDUALS AND/OR AFFILIATES MAY USE TO TRANSACT BUSINESS ("Transactional Parties"). 54 SYSTEM DESIGN IS NOT INVOLVED IN THE ACTUAL TRANSACTION BETWEEN ANY OF THE TRANSACTIONAL PARTIES, AND IS NEITHER THE AGENT OF, NOR HAS ANY AUTHORITY ON BEHALF OF ANY OF THE AFOREMENTIONED TRASNSACTIONAL PARTIES OR ANY OTHER THIRD PARTY, FOR ANY PURPOSE WHATSOEVER. AT NO TIME AND IN NO EVENT SHALL 54 SYSTEM DESIGN BECOME INVOLVED IN ANY DISPUTE OR TRANSACTION BETWEEN THE TRANSACTIONAL PARTIES OR HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH, INCLUDING, BUT NOT LIMITED TO, MAKING OR GUARANTEEING ANY PAYMENT THAT MAY COME DUE AS A RESULT OF ANY TRANSACTION OR AGREEMENT BETWEEN THE TRANSACTIONAL PARTIES.
In respect to any and all text, photographs, graphics, descriptions, messages, video and other content User elects to upload, post, e-mail or otherwise transmit to 54 System Design through the Site ("User Content"), User understands and agrees that User is entirely responsible for all User Content User makes available via the Site. User is responsible for accuracy, integrity and quality of all User Content. User shall evaluate and bear all risks associated with any User Content. 54 System Design is neither responsible for nor controls any User Content.
User grants 54 System Design the irrevocable right, royalty free, perpetual, non-exclusive and fully sub-licensable right and license to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, distribute sell and take any other action with respect to any User Content for any purpose, including and without limitation, publication of all or part of such User Content on the site and in any other medium for unrestricted use by 54 System Design. 54 System Design reserves the right to remove any User Content at any time at its sole discretion. 54 System Design shall have no obligation to (a) resolve any disputes among Users of the Site or (b) monitor or verify the accuracy or proper use of any User Content.
54 System Design reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. User agrees that 54 System Design shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Service.
Any modification or enhancement implemented into the Site at the User's requests becomes the sole property of 54 System Design. 54 System Design will owe no duty, financial or legal, to any User for any ideas used in connection with any modification or enhancement or the Site. User grants 54 System Design the irrevocable right, royalty free, perpetual, non-exclusive and fully sub-licensable right and license to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, distribute sell and take any other action with respect to any User suggested modification or enhancement for any purpose, including and without limitation, publication of all or part of such modification or enhancement on the Site and in any other medium for unrestricted use by 54 System Design.
User certifies to that: (a) User is at least eighteen (18) years of age; (b) User assumes full responsibility for the use of the Service and Site by any minors; (c) User agrees that all information User has submitted to 54 System Design, online or otherwise, is accurate and complete, and that User has not knowingly submitted false information on or through the 54 System Design Network or Service; (d) User uses of the Service and Site is subject to all applicable federal, state, and local laws and regulations.
Correction of Errors and Inaccuracies
The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. 54 System Design therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. 54 System Design does not, however, guarantee that any errors, inaccuracies or omissions will be corrected. ALTHOUGH 54 SYSTEM DESIGN ATTEMPTS TO PROVIDE YOU WITH ACCURATE INFORMATION, THIS SITE IS INTENDED TO BE FOR INFORMATIONAL PURPOSES ONLY.
No Unlawful or Prohibited Use
User must not (a) submit, transmit or facilitate the distribution of information or content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable; (b) submit, transmit, promote or distribute information or content that is illegal; (c) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (d) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (e) upload invalid data, viruses, worms, or other software agents through the Service; (f) use any robot, spider, scraper or other automated process to access the Service and Site for any purpose without our express written permission; (g) impersonate another person or otherwise misrepresent User affiliation with a person or entity, conduct fraud, hide or attempt to hide User identity; (h) submit, upload, post, email, transmit or otherwise make available any information or content that User do not have a right to make available under any law or under contractual or fiduciary relationships; (i) interfere with the proper working of the Service and Site; or, (j) bypass the measures we may use to prevent or restrict access to the Service and Site. 54 System Design maintains an active zero-tolerance policy in determining violations regarding unlawful and/or prohibited use pursuant to this Agreement.
Copyright and Trademark Notice Information
All contents of the Site are copyright-protected for 54 System Design, 15615 Alton Parkway, Suite 450, Irvine, CA 92618 and/or its Providers and third party vendors. All rights reserved. 54 System Design trademarks and service marks and other 54 System Design logos and product service names are trademarks of 54 System Design, ("54SD Logos"). User agrees, without the prior permission of 54 System Design, not to display, or use in any manner, the 54SD logos.
Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement must be a written communication addressed to the designated agent as set forth below (the "Notice"), and must include substantially all of the following: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; (b) a description of the copyrighted work or works that User claims to have been infringed and identification of what material in such work(s) is claimed to be infringing and which User requests to be removed or access to which is to be disabled; (c) a description of the exact name of the file on this Site (and the location of the file, if it appears on this Site) that User claims is infringing or if the infringed work appears on a site linked to from this Site where the material that User claims is infringing is located on such site; (d) information sufficient to permit 54 System Design to Contact User, such as User's physical address, telephone number, and email address; (e) a statement by User that User has a good faith belief that the use of the material identified in User Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement by User that the information in User Notice is accurate and, under penalty of perjury that User is the copyright owner or authorized to act on the copyright owner's behalf.
All other logos or brand names shown on the Service are trademarks of their respective owners and/or licensors. If User believes User work has been copied in a way that constitutes copyright infringement or are aware of any infringing material on the Site, please contact 54 System Design for notice of claims of copyright infringement immediately at: 54 System Design, Re: Copyright Matters, 15615 Alton Parkway, Suite 450, Irvine, CA 92618.
User acknowledges and agrees that the Service and any necessary software used in connection with the Service contain proprietary and confidential information protected by applicable intellectual property and other laws. User further acknowledges that all materials and/or content, including, but not limited to, articles, artwork, screen shots, graphics, logos, text, drawings and other files on the 54 System Design website or as part of the Service are the intellectual property of 54 System Design or their respective owners.
User agrees not to modify the application in any manner or form, or to use modified versions of the application, including, without limitation, for the purpose of obtaining unauthorized access to the Site and Service by any means other than through the interface that is provided by 54 System Design for use in accessing the Service.
Notwithstanding anything to the contrary, you may not:
- Remove or conceal any proprietary notices or information from the Site
- Cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling or disassembling of the Site, including any Materials or any other elements contained or offered by the Site
- Use any data mining, gathering or extraction tool, or any other robot, spider, scraping application or other automatic device or manual process, to monitor or copy any Content or portion of the Site
- Use this Site for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted herein
- Use this Site or submit any User content to generate or send any unsolicited commercial e-mail (spam)
- Copy any elements of the Site (other than as expressly provided under United States copyright laws)
- Access, create or modify source code of the Site in any way
- Use the Site to, or in any way that would, violate any applicable law, regulation, ordinance or real estate practice
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or otherwise disguise the origin of any User Content
- Submit or publish Content that solicits funds or services, contains or includes any virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse, routing, trap door, time bomb or any other code, instruction or program that is designed to distort, delete, damage, disable or impair the functionality of any computer or the Site
- Use this Site to develop, generate, upload, post, display, transmit or store information or Content that (a) infringes any third party's intellectual property or other proprietary right; (b) is defamatory, libelous, pornographic, an invasion of privacy, obscene, abusive, illegal, racist, offensive or harmful; or (c) in any way obstructs or otherwise interferes with the normal performance of another person's use of the Site
- Use this Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
- Use the Site in any manner that could damage, disable, overburden, or impair any 54 System Design server, or the network(s) connected to any 54 System Design server, or interfere with any other party's use and enjoyment of this Site.
- Attempt to gain unauthorized access to this Site, other accounts, computer systems or networks connected to any 54 System Design server or to any of services offered through this Site, through hacking, password mining or any other means.
- Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
54 System Design may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize 54 System Design to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.
You representations and warrant that:
- You possess the legal right and ability to enter into this Agreement to comply with its terms
- You will use the Site for lawful purposes only and in accordance with the Agreement and all applicable laws, regulations and policies
- You will not attempt to decompile, reverse engineer or hack this Site, or to defeat or overcome any encryption and/or digital rights management technology implemented with respect to this Site and/or data transmitted, processed or stored by this Site
- You will not take any steps to interfere with or in any manner compromise any of 54 System Design's security measures
- You will only use the Site on a computer on which such use is authorized by the computer's owner
- You are 18 years of age or older
If 54 System Design has reasonable grounds to suspect that your representations, warranties or promises are inaccurate or in breach, 54 System Design may suspend or terminate your account, deny any or all use of the Site, and pursue any appropriate legal remedies.
The Site, through the Service or otherwise, may provide links to other websites, as well as having other websites provide inbound links to the Site. Such links are provided for User convenience and reference only. 54 System Design does not operate or control in any respect any information, software, products or services available on such websites. 54 System Design's inclusion of a link to a website does not imply any endorsement or guarantee of proper functionality of the services or the site, its contents, or its sponsoring organization. Because 54 System Design has no control over such websites, User acknowledges and agrees that 54 System Design is not responsible for the availability of such external websites, nor does 54 System Design endorse or guarantee, and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites.
User further acknowledges and agrees that 54 System Design shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products, goods or services available on or through any such website.
User agrees to indemnify and hold 54 System Design, its subsidiaries, affiliates, agents, shareholders, officers, contractors, vendors and employees harmless from any claim or demand, including reasonable attorney fees, made by any third-party due to or arising out of User use of the Service, the violation of the Agreement by User, or the infringement by User, or any other User of the Service using User computer, of any intellectual property or other right of any person or entity. 54 System Design reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User.
54 SYSTEM DESIGN PROVIDES THE SERVICE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 54 SYSTEM DESIGN MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. 54 SYSTEM DESIGN DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (a) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (b) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND, (c) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
Limitation of Liability
USER HEREBY AGREES TO RELEASE, REMISE AND FOREVER DISCHARGE 54 SYSTEM DESIGN AND ITS AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS, AND CONTRCTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABLITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH USER USE OF THE SERVICE.
USER ACKNOWLEDGES AND AGREES THAT 54 SYSTEM DESIGN AND ITS AFFILLIATES, PARTNERS, SERVICE PROVIDERS, VENDORS, AND CONTRCTORS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES SHALL NOT BE HELD LIABLE OR RESPONSIBLE SHOULD CONFIDENTIAL INFORMATION BELONGING TO User BE INTERCEPTED AND SUBSEQUENTLY USED BY ANY UNINTENDED RECIPIENT.
Inquiries and Notices
54 System Design may provide User with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the websites within the 54 System Design Site. All inquiries and notices regarding any of the above changes must be made in writing and mailed to: 54 System Design, Attn: Legal Affairs, 15615 Alton Parkway, Suite 450, Irvine, CA 92618.
54 System Design reserves the right, in its sole discretion, under certain circumstances and without prior notice, immediately terminate User access to the Service or any portion thereof at any time. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California, U.S.A. and User hereby consents to the exclusive jurisdiction and venue of courts in Orange County, California, U.S.A. for all disputes arising out of or relating to the use of the Site and Service.
Use of the Site and Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. User agrees that no joint venture, partnership, employment, or agency relationship exists between User and 54 System Design as a result of this agreement or use of the Site and Service.
This Agreement will be interpreted in accordance with the laws of the State of California, without regard to the conflicts of laws principles thereof. The parties agree that any and all disputes, claims or controversies arising out of or relating to the Agreement, its interpretation, performance, or breach, that are not resolved by informal negotiation within 30 days (or any mutually agreed extension of time), shall be submitted to final and binding arbitration before a single arbitrator of the American Arbitration Association ("AAA") in Orange, California, or its successor.
Either party may commence the arbitration process called for herein by submitting a written demand for arbitration with the AAA, and providing a copy to the other party. The arbitration will be conducted in accordance with the provisions of the AAA's Commercial Dispute Resolutions Procedures in effect at the time of submission of the demand for arbitration.
The costs of arbitration plus reasonable attorneys' fees (including fees for the value of services provided by in house counsel) shall be awarded to the prevailing party in such arbitration. Judgment on the award rendered by the arbitrator may be entered in the Superior Court of California, County of Orange, or the United States District Court for the Central District of California.
Notwithstanding the foregoing, the following shall not be subject to arbitration and may be adjudicated only in the Superior Court of California, County of Orange, or the United States District Court for the Central District of California: (a) any dispute, controversy, or claim relating to or contesting the validity of 54 System Design's proprietary rights, including without limitation, trademarks, service marks, copyrights, or trade secrets; or, (b) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or provisional relief such as writs of attachments or possession.
ALL PARTIES AGREE THAT THIS AGREEMENT HAS BEEN ENTERED INTO AT 54 SYSTEM DESIGN'S PLACE OF BUSINESS IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND ANY ARBITRATION, LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE COMMENCED AND TAKE PLACE IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA.
Agreement and Signatures
This Agreement constitutes the entire agreement between User and 54 System Design, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between User and 54 System Design with respect to the Site and Service, the use of the Site and Service, and the 54 System Design Network.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Further, User hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.