Conditions of Use


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

Upon signing up for iRealtyManager services, all customers agree to comply with iRealtyManager.com's Terms of Use. The spirit of this policy is to ensure our customers are using iRealtyManager.com's services with due regard to the rights of other Internet users and in conformity with the requirements of iRealtyManager.com's network environment.

Illegal Use

iRealtyManager.com servers may be used for lawful purposes only as stipulated by any and all laws whether local, state or federal as written today or in the future. Transmission, storage, or distribution of any information, data, or material in violation of any applicable law or regulation is prohibited. This includes, but is not limited to: copyrighted material; trademarks; trade secrets or other intellectual property rights used without proper authorization; material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Examples of unacceptable content or links include: pirated software, hacker programs or archives, Warez sites, MP3, and IRC bots.

Adult Content

Due to the special system and network requirements of adult-oriented sites, pornography and sex-related merchandising are prohibited. This includes sites that may infer sexual content or provide links to adult content elsewhere. This is also true for sites that promote any illegal activity or content that may be damaging to our servers or any other server on the Internet, or provide links to such sites.

Security

Violations of system or network security are prohibited and may result in criminal and civil liability. Examples include but are not limited to the following: unauthorized access, use, probing, or scanning of systems security or authentication measures, data, or traffic; interference with service to any user, host, or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system, broadcast attacks; forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.

iRealtyManager.com is STRICTLY prohibited. iRealtyManager.com will be the sole arbiter as to what constitutes a violation of this provision. Customers are also in violation of this provision if they engage in spamming using the service of another ISP or IPP, but reference in the spam a Web site hosted on a iRealtyManager.com server. Violators may be assessed a minimum administration fee of $250 and will face immediate suspension.

Any attempts to undermine or cause harm to a iRealtyManager.com server or customer are strictly prohibited.

Software Distribution

iRealtyManager.com's shared Web hosting accounts are not configured for the purposes of distributing software and/or multimedia products. If you wish to distribute software and/or multimedia files, please contact support@iRealtyManager.com to make special arrangements.

Multimedia Files

Multimedia files are defined as any graphics, audio, and video files. iRealtyManager.com shared web hosting accounts are not to be used for the purposes of distributing and storing unusual amounts of multimedia files. Any web site whose disk space usage for storing multimedia files exceeds 70% of its total usage, in terms of total size or number of files, will be considered to be using an unusual amount of multimedia files.

Proprietary Software

Under certain circumstances you may gain access to the source code of iRealtyManager.com software. This code is the property of iRealtyManager.com and may not be downloaded, copied, or in any other way removed from the iRealtyManager.com servers. Such code constitutes proprietary information and is subject to US and International Copyright Laws. You may not copy or reuse, in any form, whether original or modified, any such code, under the penalty of law. You may not copy or reuse in any form any algorithms used by any such code.

Server Resources

Any web site that uses a high amount of server resources (such as, but not limited to, CPU time, memory usage, and network resources) will be given the option to either pay additional fees (which will depend on the resources required), reduce the resources used to an acceptable level, or upgrade its service to a Dedicated Server plan. iRealtyManager.com shall be the sole arbiter of what is considered to be a high level of server usage.  Any Web hosting account deemed to be adversely affecting server performance or network integrity will be shut down immediately without prior warning or notice.

CGI Scripts

CGI script sharing with domains not hosted by iRealtyManager.com is not permitted. Any CGI-scripts deemed to be adversely affecting server performance or network integrity will be shut down without prior notice.

Background Running Programs and Synchronization Jobs

iRealtyManager.com may allow programs to run in the background. These programs will be considered on an individual basis and customers will incur extra charges based on system resources used and operational maintenance needed. If you wish to run background programs please contact iRealtyManager.com at support@iRealtyManager.com so that we can arrange set-up.

IRC

iRealtyManager.com does not allow IRC or IRC bots to be operated on our servers.

SPAM / UCE (Unsolicited Commerce Email)

Spamming, the sending of unsolicited mass email from or through a iRealtyManager.com mail server or using an email address that is maintained on a iRealtyManager.com mail server will be considered as violation of terms & conditions and action will be taken accordingly.

Actions Taken by iRealtyManager.com

The failure by a customer to meet or follow any of the above Terms of Use will result in account deactivation. iRealtyManager.com will be the sole arbiter as to what constitutes a violation of the Terms of Use. iRealtyManager.com reserves the right to remove any account without prior notice.
When iRealtyManager.com becomes aware of an alleged violation of its Terms of Use, iRealtyManager.com will initiate an investigation. During the investigation, iRealtyManager.com may restrict a customer's access in order to prevent further potentially unauthorized activity. Depending on the severity of the violation, iRealtyManager.com may, at its sole discretion, restrict, suspend, or terminate a customer's web hosting account and/or pursue other civil remedies. If such violation is a criminal offense, iRealtyManager.com will notify the appropriate law enforcement authorities of such violation.

iRealtyManager.com does not guarantee uptime or issue credits for outages incurred through service disablement . iRealtyManager.com customers agree to indemnify and hold harmless iRealtyManager.com from any claims resulting from the use of our services that damages them or any other party. The iRealtyManager.com service is provided on an as is, as available basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. iRealtyManager.com expressly disclaims any representation or warranty that the iRealtyManager.com service will be error-free, secure or uninterrupted. No oral advice or written information given by iRealtyManager.com, its employees, licensors or the like, will create a warranty; nor may you rely on any such information or advice. iRealtyManager.com and its partners and suppliers will not be liable for any cost or damage arising either directly or indirectly from any transaction or use of the service.

Modification

iRealtyManager.com reserves the right to add, delete, or modify any provision of its Terms of Use at any time without notice.


iRealtyFund Terms of Use:


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

Terms and Conditions for ACH Transactions

Client has requested that ReliaFund permit it to initiate electronic signals for paperless entries through its Originating Financial Institution, currently Associated Bank of Green Bay, Wisconsin, to accounts maintained at other financial institutions by means of the Automated Clearing House (ACH) Network operated by the National Automated Clearing House Association (NACHA). ReliaFund has agreed to do so on the following terms and conditions.

1. Types of Entries. ReliaFund will transmit debit and/or credit entries initiated by Client to the ACH Network as provided in the NACHA Operating Rules (referred to as the “Rules”) and this Agreement.

2. Rules. Client agrees to comply with and be bound by the Rules as they exist on the date of this agreement and as amended from time to time. Client acknowledges that ReliaFund has not provided Client with a copy of the Rules and that if desired, a copy may be purchased from NACHA at www.nacha.org or any local ACH Association. Any fines or liabilities imposed against ReliaFund for a violation of the Rules caused by an action and/or inaction of Client may be assessed against Client.

3. United States Laws. Client agrees not to generate transactions that violate the laws of the United States. This includes, but is not limited to; sanction laws administered by the Office of Foreign Assets Control (OFAC). It shall be the responsibility of Client to obtain information regarding such OFAC-enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC or from the OFAC’s Web site at http://www.ustreas.gov/ofac.)

4. Authorizations. Prior to initiating any entry to a customer’s account, Client will obtain a proper authorization in accordance with the Rules and U.S. law and upon request, will provide proof of the customer’s authorization to ReliaFund.

5. Transmission of Entries and Security Procedures. In accordance with the Rules, Client will transmit all debit and credit entries to ReliaFund, in a format and by a method of delivery approved by ReliaFund, no later than 3:00 PM CST in order for them to be processed that same day. Client acknowledges that it will be solely responsible, by the use of physical security, passwords and other procedures, for protecting against unauthorized access to any software used for the creation and/or transmission of ACH files to ReliaFund. Client authorizes ReliaFund to transmit all entries received by ReliaFund from Client in accordance with the terms of this Agreement and to credit or debit such entries to the specified accounts. Files will not be accepted for processing on Saturdays, Sundays or Holidays observed by the Federal Reserve Bank.

6. ReliaFund Obligations. In a timely manner and in accordance with the Rules, ReliaFund will process, transmit, and settle for the entries received from Client which comply with the terms of this Agreement. ReliaFund shall have no obligation to transmit entries if Client is in default of any of its obligations under this Agreement, including any obligation to pay ReliaFund.

7. Warranties. Client certifies to ReliaFund all warranties ReliaFund is deemed by the Rules to make with respect to entries originated by Client. Without limiting the foregoing, Client warrants and agrees that (a) each entry is accurate, is timely, has been authorized by the party whose account will be credited or debited, and otherwise complies with the Rules; (b) each debit entry is for the sum which, on the settlement date with respect to it, will be owed to Client from the party whose account will be debited, is specified by such party to be paid to Client, or is a correction of a previously transmitted erroneous credit entry; and (c) Client will comply with the terms of the Electronic Funds Transfer Act, if applicable, or Uniform Commercial Code Article 4A, if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations. Client certifies its compliance with all warranties made by ReliaFund pertaining to all entries exchanged through the ACH Network, including but not limited to, RCK (Re-presented Check), ARC (Accounts Receivable), POP (Point-of-Purchase), WEB (Internet-Initiated), TEL (Telephone-Initiated), PPD (Pre-authorized Payment or Disbursement) and CCD (Cash Concentration or Disbursement) entries. Client shall indemnify ReliaFund against any loss, liability, or expense (including attorney’s fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.

8. Provisional Credit. Client acknowledges that the Rules make provisional any credit given for an entry until the financial institution crediting the account specified in the entry receives final settlement. If the financial institution does not receive final settlement, it is entitled to a refund from the credited party, and the originator of the entry shall not be deemed to have paid the party.

9. Settlement. Client will maintain a designated account with a financial institution at all times during the term of this Agreement and authorize ReliaFund to debit this account to satisfy any amounts owed to ReliaFund. Client will deliver good funds, in an amount equal to credit entries transmitted to ReliaFund, to an account designated by ReliaFund prior to the release of such credit entries. Client agrees not to exceed the origination limits disclosed in the attached Client Information Form.

10. Cancellation or Amendment of Entries. Client shall have no right to cancel or amend any entry/file after its receipt by ReliaFund. However, ReliaFund shall use reasonable efforts to act on a request by Client to cancel an entry/file before transmitting it to the ACH Network. ReliaFund shall have no liability if it fails to effect the cancellation.

11. Rejection of Entries. ReliaFund may reject any entry which does not comply with the requirements of Sections 2 and 3 of this Agreement and may reject any entry if Client is not otherwise in compliance with the terms of this Agreement. ReliaFund shall notify Client of such rejection no later than the business day such entry would otherwise have been transmitted by ReliaFund to the ACH Network. It shall be the responsibility of Client to remake any entries or files rejected by ReliaFund.

12. Returned Entries. ReliaFund shall notify Client of the receipt of a returned entry from its financial institution no later than one business day after the business day of such receipt. ReliaFund shall have no obligation to re-transmit a returned entry if ReliaFund complied with the terms of this Agreement with respect to the original entry. Client authorizes ReliaFund to charge back any debit returns to Client’s designated account and Client will promptly provide immediately available funds in that account to indemnify ReliaFund if any debit entry is returned after ReliaFund has settled the entry to Client’s account.

13. Reversals. Client may initiate a reversing entry or file of entries for erroneous or duplicate transactions, as permitted by the Rules. For both reversing entries and files, Client indemnifies all parties of the transaction(s) from and against any claim, demand, loss, liability, or expense.

14. Fees. Client authorizes ReliaFund to debit its designated account for services provided under this Agreement in accordance with the attached Schedule of Fees. ReliaFund may change its fees from time to time upon written notice to Client.

15. Authorized Representatives. ReliaFund shall be entitled to rely on any notice or other communication believed by it in good faith to be genuine and to have been issued by an authorized representative of Client.

16. Liability. ReliaFund shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those services. In no event shall ReliaFund have any liability for any consequential, special, punitive, or indirect loss or damage which Client may incur or suffer in connection with this Agreement. In addition, ReliaFund shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, emergency conditions, or other conditions beyond ReliaFund’s control. ReliaFund shall be excused from failing to transmit or delay in transmitting an entry if such transmittal would result in ReliaFund exceeding any limitation upon its intra-day net funds position established pursuant to present or future Financial Institution guidelines or the violation of any provision of any present or future risk control program of its Financial Institution or any rule or regulation of any other U.S.governmental regulatory authority. ReliaFund shall not be held liable for any delay by any ACH Operator or Financial Institution in processing any credit or debit entry Client originates. ReliaFund shall not be responsible for any act or omission of Client and Client agrees to indemnify ReliaFund against any loss, liability, or expense, including attorney fees or expenses, resulting from or arising out of any claim that ReliaFund is responsible for any act or omission of Client or any other person or entity described in this section. Subject to the foregoing limitations, ReliaFund’s liability for loss shall be limited to general monetary damages not to exceed the total amount paid by Client for the affected ACH service, as performed by ReliaFund under this Agreement for the preceding 30 calendar days.

17. Name and Account Number Inconsistency. Client acknowledges that, if an entry describes the receiver inconsistently by name and account number, payment of the entry may be made on the basis of the account number even if it identifies a person different from the named receiver.

18. Data Retention. Client shall retain data adequate to allow remaking of entries for five (5) business days following the date of their transmittal to ReliaFund as provided herein and shall provide such data to ReliaFund upon request.

19. Credit Information. As a condition of ReliaFund’s obligations to provide services hereunder, Client agrees to provide ReliaFund all information regarding Client’s creditworthiness and financial wherewithal as ReliaFund may from time to time reasonably request and Client further agrees to immediately notify ReliaFund of any material change in any credit information supplied to ReliaFund.

20. Amendments to Agreement. From time to time, ReliaFund may amend any of the terms and conditions contained in this Agreement, including any part of Schedules attached hereto. Such amendments shall become effective upon receipt of notice by Client or such later date as may be stated in ReliaFund’s notice to Client.

21. Termination of Agreement. Either party may terminate this Agreement upon ten days written notice to the other party. Any termination of this Agreement shall not affect any of ReliaFund’s rights or Client’s obligations with respect to any entries initiated by Client prior to such termination, or the payment obligations of Client with respect to services performed by ReliaFund prior to termination, or any other obligations that survive termination of this Agreement.

22. Miscellaneous. This Agreement, including attached Schedules, is the complete and exclusive statement of the agreement between ReliaFund and Client with respect to the subject matter and supersedes any prior agreement(s) between ReliaFund and Client with respect to such subject matter. Client may not assign this Agreement or any of the rights or duties hereunder without ReliaFund’s prior written consent. ReliaFund may waive enforcement of any provision of this Agreement. Any such waiver shall not affect ReliaFund’s rights with respect to any other provision of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. This Agreement is not for the benefit of any other person, and no other person shall have any right against ReliaFund or Client hereunder. In the event that any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota.




PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

Terms and Conditions for Check 21 Transactions

This agreement is intended to govern the depositing of Client's checks through the Internet or by creating information to deposit checks through ReliaFund software, based on information submitted by Client to ReliaFund ("Agreement"). The accepted terms are as follows:

1. DEFINITIONS

1.1 Account means Client's designated deposit account at their Financial Institution.

1.2 Business Day means any calendar day that the Federal Reserve of the United States of America transacts business.

1.3 Check means a draft, payable on demand and drawn on or payable through or at an office of a bank, whether or not negotiable, that is handled for forward collection, including a Substitute Check and a traveler's check; and does not include a non-cash item payable in a medium other than United States dollars.

1.4 Customer means a debtor obligated on one or more Checks.

1.5 Check 21 Service means all information, Web-based services, technological infrastructure, and installed software on Client's computers, which allow Client to submit Checks for deposit through the Internet.

1.6 Security Procedures means the use of identification codes, encryption, passwords, logon identifications, personal or location identification numbers, repetitive codes, and other security devices, systems, and software used by Client to communicate through the Internet for the Check 21 Service.

1.7 Services means all duties to be performed by ReliaFund regarding the Check 21 Service.

1.8 Substitute Check means a paper reproduction of the original check that:

a) contains an image of the front and back of the original check;

b) bears a MICR line containing all the information on the MICR line of the original check, except as provided under generally applicable industry standards for Substitute Checks to facilitate the processing of Substitute Checks;

c) conforms, in paper stock, dimension, and otherwise, with generally applicable industry standards for Substitute Checks and

d) is suitable for automated processing in the same manner as the original check.

2. DUTIES AND RESPONSIBILITIES OF RELIAFUND

2.1 Use of Service. Under the terms and conditions of this Agreement, ReliaFund hereby grants to Client a non-exclusive ability to utilize the Check 21 Service through the Internet or by creating information to deposit checks through ReliaFund software, and to use ReliaFund proprietary documentation for the term of this Agreement.

2.2 Processing. ReliaFund will process Checks submitted by Client through the Check 21 Service in accordance with ReliaFund internal procedures and all state and federal laws during any Business Day, subject to the Cutoff Time as stated. ReliaFund will not examine Checks to verify any data or dates. ReliaFund will process the Check according to the amount entered by Client, if applicable, or by the numeric amount shown. If the numeric amount is unclear, ReliaFund may process the Check according to the written amount, and ReliaFund may correct the amount entered by Client. If the Check is ambiguous, ReliaFund will return the check as an exception. Checks made payable to Client or any reasonable derivation thereof are acceptable for deposit. If a Check does not have the necessary information to be processed by ReliaFund, then ReliaFund will treat the Check as an exception. If a Check is treated as an exception, it will be forwarded by ReliaFund to Client, and not deposited or otherwise reflected in the Client account. ReliaFund will disregard any notation on a Check containing "paid in full" or other restrictive notation, whether preprinted or handwritten, and treat any such Check as though such notation did not appear thereon.

2.3 Reporting. ReliaFund will make reports regarding the Check 21 Service available through a ReliaFund-designated Web page, which Client may access through the Internet. Specifically, ReliaFund shall make available from time to time a report stating the total amount deposited to the Account, as well as a listing of individual items deposited, which Client may access through the Internet.

3. DUTIES AND RESPONSIBILITIES OF CLIENT

3.1 Use of Remote Deposit. Client shall submit valid Checks payable to Client by using the Check 21 Service. In using the Check 21 Service, Client shall create an image of the Check or Checks and the associated MICR data using approved hardware as listed on the Terms of Use and Procedures. If applicable, Client agrees to enter the amount of the Check, using the written amount on the Check, into the Check 21 Service data field provided. Client agrees to abide by all Terms of Use and Procedures for using the Check 21 Service. The Terms of Use and Procedure shall be updated from time to time by ReliaFund and are available to Client upon request.

3.2 Software, Internet, and Hardware. Client will comply with all software, Internet, and hardware requirements of the Terms of Use and Procedures as updated from time to time by ReliaFund.

3.3 Fee for Services. Client shall compensate ReliaFund for the performance of the Service in accordance with the pricing established by ReliaFund, which is attached as Schedule of Fees. Amounts payable by Client to ReliaFund shall be collected on a monthly basis by ReliaFund. ReliaFund may collect any of the foregoing amounts and any other amounts due by Client to ReliaFund hereunder or in connection with the provision of the Service to Client by debiting of Client's accounts, billing Client, and/or setting off against any amounts ReliaFund owes Client, without any obligation to give prior notice thereof to Client. ReliaFund may change pricing from to time to time by providing Client with written notice of a pricing change. Client shall also pay any sales, use, or similar tax applicable to the Service. If ReliaFund is required to pay any such taxes, Client shall reimburse ReliaFund upon demand. Client shall also pay all attorneys' fees and other costs and expenses ReliaFund may incur in collecting any fees or other sums Client may owe to ReliaFund in connection with the Service. ReliaFund shall also have the right to credit or debit any accounts of Client to correct any processing irregularity in connection with the Service.

4. REPRESENTATIONS, WARRANTIES,COVENANTS, AND LIABILITY

4.1 Representations and Warranties. Client and ReliaFund each represents and warrants to the other, as of the date this Agreement is entered into and at the time the Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and the Service used or performed by it; (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid, and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or the Service used or performed by it has been obtained. ReliaFund makes no representation or warranty, express or implied, and disclaims all warranties as to the merchantability, fitness for a particular purpose, or suitability of the Services for Client, or as to the compatibility of ReliaFund's software, equipment, or communication interfaces with those of Client. Client represents and warrants that: (a) it is fully authorized to enter into and perform under this Agreement, and that this Agreement constitutes its legal, valid, and binding obligation; (b) Client is solvent and in good standing in the State of its organization; (c) it is not the present intent of Client to seek protection under any bankruptcy laws; (d) its Checks are currently and were at the time of their creation, bona fide and existing obligations of Customers of Client, free and clear of all security interests, liens, and claims whatsoever of third parties and are not now nor have they ever been declared in default; (e) the documentation under which the Checks are payable authorize the payee to charge and collect the monies owed; and (f) all Checks and all documents and practices related to them comply with all applicable federal and state laws.

4.2 Covenants. Client covenants that: (a) it will allow ReliaFund to review and inspect during reasonable business hours, and Client will supply, all financial information, financial records, and documentation of Client regarding the Checks that ReliaFund may request; (b) the Checks submitted by Client are valid Checks, and Client will reimburse and indemnify ReliaFund for all loss, damage, and expenses, including reasonable attorneys' fees, incurred in defending such transactions as invalid or fraudulent Checks; and (c) in the event of the commencement of any proceeding under any bankruptcy or insolvency laws by or against Client, Client will not oppose or object to any motion by ReliaFund seeking relief from the automatic stay provisions of such laws.

4.3 Liability. ReliaFund will exercise ordinary care in providing the Service and will be responsible for any loss sustained by Client only to the extent such loss is caused by ReliaFund's reckless or willful misconduct. In no event shall clerical errors or mistakes in judgments constitute failure to exercise ordinary care, nor shall ReliaFund have any liability for any indirect, incidental, consequential (including lost profits), special, or punitive damages, whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have been reasonably foreseen by ReliaFund. Under no circumstances shall ReliaFund be responsible for any liability, loss, or damage resulting from any delay in performance of or failure to perform in connection with the Service which is caused by except to employees or agents authorized to act for Client in connection with the Service. Client shall implement such interruption of telephone, telefacsimile, or communication facilities; delay in transportation, equipment breakdown, or mechanical malfunction; electrical, power, or computer failure; accidents, fire, flood, explosion, theft, natural disaster, or other catastrophe; acts or failure to act by Client or any third party; strikes or lockouts; emergency conditions; or riots, war, acts of government, or other circumstances which are unavoidable or beyond ReliaFund's control. ReliaFund shall not be liable for failure to perform any of its obligations in connection with the Service if such performance would result in it being in breach of any law, regulation, or requirement of any governmental authority. If ReliaFund fails to credit any of Client's accounts utilized in connection with the Service, upon discovery or notification of such error, ReliaFund will properly credit such account, but ReliaFund shall not incur any liability therefore, including any loss resulting from failure by Client to invest the amount of funds not properly credited to the account.

5. INDEMNIFICATION

Client shall indemnify and hold harmless ReliaFund and each of its directors, officers, employees, agents, successors, and assigns (Indemnitees) from and against all liability, loss, and damage of any kind (including attorneys' fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of the Service, by reason of any acts or omissions of Client or any third party or otherwise, except to the extent such liability, loss, or damage is caused by the gross negligence or willful misconduct of such Indemnitee (provided that reliance, without further investigation, on any oral, telephonic, electronic, written, or other request, notice, or instruction believed in good faith to have been given by Client will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee).

6. SECURITY PROCEDURES AND COMMUNICATIONS

Certain Security Procedures designed to verify the origination (but not errors in transmission or content) of instructions, orders, and other communications sent by ReliaFund and Client might be used in connection with the Service. Client agrees that any such mutually agreed-upon Security Procedures shall be deemed commercially reasonable. ReliaFund shall not be obligated to act on a communication not transmitted in accordance with the Security Procedures and may refuse to act on any communication where ReliaFund reasonably doubts its authorization, contents, origination, or compliance with the Security Procedures. ReliaFund shall have no duty to discover, and shall not be liable for, errors or omissions by Client.

If ReliaFund complies with the Security Procedures in respect of a communication, ReliaFund shall be entitled to act on that communication and shall not be obligated to verify the content of such communication, establish the identity of the person giving it, or await any confirmation thereof, and ReliaFund shall not be liable for acting on, and Client shall be bound by, any communication sent in the name of Client, whether or not authorized. ReliaFund reserves the right to issue new Security Procedures and/or to cancel or change any Security Procedures from time to time. Whenever the Security Procedures include the assigning to Client of any confidential password, logon identification, identification code, personal or location identification number, repetitive code, or similar security device, Client shall not disclose such security device safeguards as are reasonably necessary to ensure the confidentiality and integrity of such security devices, and shall immediately notify ReliaFund if the confidentiality or integrity of any such security device is breached or threatened. Client shall be solely responsible for the safekeeping of such security devices and assumes all risk of accidental disclosure or inadvertent use of such security devices by any party whatsoever, whether such disclosure or use is on account of Client's negligence or deliberate acts or otherwise. ReliaFund shall not be liable for any loss or damage resulting from fraudulent, unauthorized, or otherwise improper use of any security devices.

7. CONFIDENTIALITY

All user guides, manuals, data, software, processes, and other information provided to Client in connection with the Service and all fee and pricing information with respect to the Service ("Information") is the proprietary and confidential property of ReliaFund and/or its relevant licensors or suppliers. Client agrees to use the Information only in the manner specified by ReliaFund and in the ordinary course of Client's business, to return it to ReliaFund upon termination of the relevant Service, and to keep the Information confidential and limit access thereto only to its agents and employees who require access in the normal course of their duties, except to the extent the Information is already in the public domain or Client is required to disclose the Information by law.

8. INTERMEDIARIES

ReliaFund may act on any communication and provide the Service using any payment system or intermediary organization it reasonably selects.ReliaFund's performance of the Service is subject to the rules and regulations of any such system or organization. ReliaFund may engage third parties to provide the Service. ReliaFund shall have no obligation to disclose arrangements with third parties to Client or obtain Client's consent thereto. Client authorizes the transfer of information relating to Client to agents of ReliaFund or Client for use in connection with the Service or as required by law.

9. RECORDINGS AND RECORDS

Either Client or ReliaFund may produce telephonic or electronic recordings or computer records, including email and telefacsimile transmissions, as evidence in any proceedings brought in connection with the Service. Client agrees to ReliaFund's telephonic or electronic recording for security and quality of service purposes.

10. NOTICES

Any notice or other communication may be sent by ReliaFund to Client at Client's postal, email, telefacsimile, or other address provided by Client to ReliaFund, and ReliaFund may assume that any notice or communication sent to Client at any such address has been received by Client, until Client notifies ReliaFund in writing of another address.

12. DISCREPANCIES

Client shall promptly notify ReliaFund in writing of any error in connection with the Service and any discrepancies between any records maintained by Client and any notice Client receives from ReliaFund with respect to the Service, and Client shall provide ReliaFund with any information it may reasonably request in connection therewith. Client agrees that fourteen (14) days is a reasonable time for Client to notify ReliaFund of errors or discrepancies, unless any other agreements, laws, rules, or regulations provide for a shorter period. ReliaFund shall have the right to correct the amount in the data field for any Check that has an incorrect amount to be consistent with the image of the Check. Notwithstanding the foregoing, if ReliaFund at any time discovers that the legal amount of the Check is different than the amount that has been credited to Client's Account, ReliaFund will make the necessary adjustment to the Account to correct the discrepancy.

13. COMPLIANCE

Client shall comply with all laws, rules, and regulations in connection with the Service. Client agrees to be bound by such rules and agrees that no entries that violate United States law may be initiated. Client shall be responsible for and shall fully indemnify ReliaFund for any and all fines and assessments imposed on ReliaFund as a result of any infraction or violation of such rules caused by or attributable to Client.

14. DISCLOSURE

Client acknowledges that ReliaFund may have certain legal record keeping and reporting requirements with respect to the Service and consents to ReliaFund's disclosure to governmental authorities of information concerning Client and the Service provided to Client which ReliaFund believes to be appropriate or necessary to fulfill such legal requirements.

15. FIDUCIARY STATUS

Nothing contained herein shall be deemed to create fiduciary status on the part of ReliaFund in connection with the provision of the Service. The foregoing notwithstanding, to the extent, if any, that ReliaFund is deemed to be a fiduciary of Client in providing the Service, this Agreement is not intended to, nor shall, relieve ReliaFund of any fiduciary responsibility otherwise imposed on it by law.

16. TERMINATION

Either party may terminate the Service by providing sixty (60) days' prior written notice to the other party. ReliaFund may also terminate or suspend the Service without notice to Client if any of the following occurs: (a) Client becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation, or dissolution proceeding of any kind; (b) a material adverse change occurs in Client's business or financial condition; (c) ReliaFund has reason to believe that Client has engaged in fraudulent or illegal activity; (d) Client fails to maintain balances in accounts sufficient to cover overdrafts; (e) Client violates the terms of this Agreement or any financing arrangement with ReliaFund; (f) Client fails to provide financial information reasonably requested by ReliaFund; (g) ReliaFund determines it is impractical or illegal to provide the Service because of changes in laws, regulations, or rules; or (h) ReliaFund, in good faith, is unable to satisfy itself that the Services have been properly authorized by Client. Notwithstanding any termination, the terms of this Agreement shall apply to all transactions, which have been initiated prior to termination.

17. GOVERNING LAW; SEVERABILITY

Except to the extent superseded by Federal law, the provision of Services shall be governed by the laws of the state of Minnesota. Client agrees that the courts of Minnesota shall have jurisdiction to hear any dispute arising out of the Service and submits to the jurisdiction of such courts. Any provision of these ReliaFund Terms and Conditions for Check 21 Transactions that is unenforceable shall be ineffective to the extent of such provision, without invalidating the remaining provisions. If performance of the Services would result in violation of any law, regulation, or governmental policy, this Agreement shall be deemed amended to the extent necessary to comply therewith.

18. FINANCIAL ACCOMMODATION

Client and ReliaFund agree that this Agreement and the Service constitute an agreement to provide a "financial accommodation" as defined in 11 U.S.C. §365.

19. ARBITRATION

All disputes, controversies, or differences which may arise between the parties out of or in connection with the Agreement, which cannot be settled by negotiation within thirty (30) days of the matter first being notified in writing to the other by the complaining party, shall be finally settled by binding arbitration in accordance with the commercial arbitration rules. The arbitration of all matters shall be conducted by three (3) arbitrators ("Panel of Three") with each party selecting one (1) arbitrator, and the third to be selected from the panel of arbitrators, who shall serve as the chair of the Panel of Three. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after receipt of written notice from the other party requesting it to do so, the requesting party may appoint two (2) arbitrators. The place of the arbitration shall be in the same city as the principal office that ReliaFund is located. The arbitration award shall be final and binding upon the parties. Any judgment upon such award may be enforced in any court having jurisdiction, or application may be made to such court for a judicial confirmation of such award and judgment or order of enforcement, as the case may be. The cost of the arbitration shall be borne equally by the parties unless otherwise provided in the arbitration award. The parties hereto agree that the arbitration award will be the sole and exclusive remedy between them regarding any and all claims, counterclaims, or issues. In order to have arbitration as the sole and exclusive remedy the parties hereto exclude the right of appeal to courts of the United States, or any other courts, in connection with any question of law arising in the course of the reference to arbitration or out of the arbitration award.

20. WAIVER OF JURY TRIAL.

CLIENT AND RELIAFUND WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES USED BY CLIENT.

21. GENERAL.

This Agreement manifests the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings, writings, proposals, representations, or communications, oral or written, of either party. Neither party relied on any representation or promise by other party that is not set forth in this Agreement. This Agreement may not be assigned by Client without ReliaFund's prior written consent. ReliaFund may assign this Agreement without Client's consent. Neither Client nor ReliaFund shall display any name, trademark, or service mark of the other without the prior written consent of the other. Client shall not advertise or promote the Service without ReliaFund's prior written consent. This Agreement shall bind and benefit the parties and their successors and assigns. None of the terms of this Agreement may be waived except as ReliaFund may consent in writing, and no agreement with or representation made by any employee of ReliaFund that is in conflict with this Agreement will be binding on ReliaFund unless contained in a written modification of this Agreement signed by an authorized officer of ReliaFund. No delay on the part of ReliaFund in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power under this Agreement preclude further exercise thereof or the exercise of any other right or power. The rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies which ReliaFund would otherwise have. Section headings in this Agreement are for convenience of reference only and do not constitute a part thereof. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.


iRealtyDrive Terms & Use:


PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE

1. Description of Services

Subject to IRealtyManager's acceptance of Your registration and Your compliance with the terms and conditions of this Agreement, IRealtyManager will provide You with the following service (the "Basic Service") : (a) IRealtyManager will establish one (1) online storage and online backup account in Your name on the IRealtyManager servers (the "Account"); (b) IRealtyManager will initially allow you to store up to a total of 250 megabytes of data files in your Account on a trial basis for 15 days if the trial option is chosen, or will allow you to store up to a limit higher than the trial offer depending on the user's choice among the provided storage options for a subscription fee, including the ability to create sub-accounts for other parties to have access to sections of the account ; and (c) IRealtyManager will allow You to retrieve data files from Your Account; and (d) If sub-accounts are created by the main account holder, the main account holder is responsible for all the actions arising from the sub-account holders, and will make sure that all the terms and conditions described here are adhered to by the sub-account holders.(e) In Your use of the Service, you are responsible for providing the following: (i) all equipment, such as a computer and modem, necessary to access the World Wide Web; (ii) Your own access to the World Wide Web; and (iii) payment of all telephone or other fees associated with such access. Please note File Storage provides an extensive range of services. It is possible that one or more of these services may not be available at certain times. Please see the home page to get current status on the services.

2. Conditions of Use

You are solely responsible for the content of all data You store or retrieve from, or attempt to store or retrieve from, Your Account and the Public Folders and for all transmissions by You from and to Your Account. Your use of the Service is subject to all applicable local, state, national and international laws and regulations. You will: (a) not use the Service for any illegal purposes; (b) not use the Service to store, retrieve, transmit or view any file, data, image or program that contains: (i) any illegal pictures, materials or information; (ii) any harassing, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene or otherwise objectionable material of any kind or nature; (iii) any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; (iv) any code or material that violates the intellectual property rights of others; (v) any Windows temporary files of any kind (including, without limitation, any *.p or ~*.* files); or (vi) any viruses, worms, "Trojan horses" or any other similar contaminating or destructive features; (c) comply with United States and other applicable law regarding the exportation and re-exportation of any data or other materials from the United States or other jurisdictions through the Service; (d) not use the Service for any spamming, chain letters or other use that may otherwise disrupt the Service or the networks through which You access and use the Service; (e) comply with all regulations, policies and procedures of networks through which You access and use the Service; and (f) not access or attempt to access any Service account for which You have no access authorization or duplicate, modify, distribute or display any of the data or files from any such account.(g) not use sharing features in a way that amounts to 'publishing' and restrict the use of sharing features to share data between friends, colleagues and business partners, in a very limited sense. (h) File Storage service should not be used to sell digital content to others. It is not a media for dissemination of digital content for commercial purposes. File Storage may use automated procedures to detect unacceptable level of usage and may immediately disable offending accounts, and the process of detection may vary from time to time, based on misuse detected. File Storage is NOT a service for storing and disseminating large amounts of data to large number of recipients. It is an Online Storage and Backup service. File Storage is not responsible for any business interruptions that may be caused due to this process.

Any link(s) provided through a web site or a mass email to download/upload files stored at File Storage Accounts is completely unacceptable and would be considered as violation of terms as per the (g) clause mentioned above.

3. Registration Information/Credit Card Charges/Storage Over Limits

You will promptly notify IRealtyManager of any change in the information You provide on Your registration form during Your registration for the Service (including, without limitation, any change in Your mailing address, telephone numbers or email address). The registration information provided by You on Your registration form during Your registration for the Service, together with any and all updates provided by You from time to time under this paragraph, is referred to in this Agreement as the "Registration Information." IRealtyManager's policy regarding the privacy and use of the Registration Information is set forth in IRealtyManager's privacy policy, as the same may be modified and amended by IRealtyManager from time to time (the "Privacy Policy"). When You accept this Agreement, You acknowledge that You agree to the terms of the Privacy Policy.

You authorize a recurring monthly or annual charge to your credit card in exchange for use of the File Storage service as indicated by published standard plans or a customized quote provided for your specific use. You also agree that the enrollment for the next service period is automatic. Please note that refunds on a pro-rated basis are issued only for monthly plans. When yearly subscriptions are cancelled before the subscriptions end, refunds are issued based on a pro-rated calculation of the subscription charges at the monthly rate for the plan, for the actual number of days the account was subscribed(the number of days between the most recent yearly charges and the cancellation date). If the calculated refund amount exceeds the yearly subscription rate, then no refund is issued.

File Storage will not issue any pro-rated refunds for the remaining period during the month when an account with a monthly subscription plan ("current plan") is downgraded to a smaller plan ("new plan") (a plan that costs less per month than the current plan) during the middle of a month. However the rate applicable to the new plan will automatically be charged starting the first of the subsequent month.

File Storage may allow for use of storage space beyond the specified plan limit chosen by the user. This is designed to allow for uninterrupted backups, in case the usage exceeds the quota limits. overuse charge may be applied for the overused storage at the rate of $2/GB/Month. This rate may change without notice. If we are unable to execute overuse charges due to credit card denial or for whatever reasons, user will be notified via email. In case of non-action by the user, the account may be cancelled.

3a. Use of IP Addresses

An IP address is a number that's automatically assigned to your computer whenever you're surfing the Web. File Storage may collect IP addresses for the purposes of system administration, to audit the use of our site. We can and will use IP addresses to identify a user when we feel it is necessary to enforce compliance with our house rules or terms of service or to protect our service, site, customers, or others. Some services and Emails sent from File Storage, such as registration related, may display IP addresses along with the message.

3b. Automatic conversion of Trial to Paid Accounts

File Storage may offer trial accounts that require users to provide credit card information which may be used to convert the trial to a paid account at the end of free trial period. If the card transaction fails at the end of free trial period, an email would be sent to the user requesting the user to upgrade the account manually online. In such a case, if the user fails to upgrade to a paid account before end of free trial, account may be terminated.

4. Account and Password

After You accept this Agreement and Your registration has been accepted by IRealtyManager, You will receive a link by email, on activation of which Your Account will be established. You are solely responsible for any consequences arising out of Your failure to maintain the confidentiality of Your Password. You will notify IRealtyManager of any unauthorized use or other breach in security of Your Account immediately after You learn of the same.

5. Security of Stored Data and Files

IRealtyManager will endeavor to restrict access to the data and files You store or retrieve from Your Account to persons accessing such data and files through use of Your Account or Password. However, it may be necessary to access users accounts for support requirements. It may also be necessary to access users accounts to verify that the accounts are not being misused, especially with respect to digital copyright laws and resource misuse checks including bandwidth. For higher security and privacy requirements, users are advised to use File Storage Professional service that enforces default encryption on storage.

6. Content of Stored Data and Files

You are solely responsible for (a) obtaining sufficient rights to the content of all data and files stored by You on IRealtyManager's servers and (b) ensuring that such content does not include any of the items listed in paragraph 2(b) above. IRealtyManager normally does not review, inspect, edit or monitor any content, data or files stored by You or any other user of the Service, including, without limitation, for viruses, worms, "Trojan horses" or any other similar contaminating or destructive features.

However,if IRealtyManager has suspicion that an account is being used for storage and distribution of any illegal material such as copyrighted content, IRealtyManager reserves the right to examine the content of the online storage and backup account. IRealtyManager reserves the right to refuse, remove or disable access to any data or files stored on IRealtyManager's servers with immediate effect that IRealtyManager learns may be illegal, may violate the terms of paragraph 2 above, may violate the rights of any third party or otherwise may be reasonably objectionable.

6a. Backups of your data

File Storage maintains regular backups of data to recover from any software/hardware failures. Multiple snapshots of your data at different times is maintained online. File Storage may also maintain a copy of data at a geographically distanced data center from the primary location for additional protection. However, the most important step for a reliable backup is at the user end; user is expected to view and verify the logs periodically to insure that the backups do take place successfully, and take necessary corrective action if there are errors. User is also expected to periodically upgrade the backup client to the most recent version for improved reliability of backups.

7. Disclaimer of Warranties

The transmission, storage, viewing and retrieval of data and files through the World Wide Web is subject to a variety of conditions that make such transmission, storage, viewing and retrieval potentially unreliable. ACCORDINGLY, YOUR USE OF YOUR ACCOUNT AND THE SERVICE IS AT YOUR SOLE RISK. YOUR ACCOUNT AND THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. IREALTYMANAGER, ON BEHALF OF ITSELF AND ITS DISTRIBUTORS, ADVERTISERS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO YOUR ACCOUNT AND THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). PLEASE NOTE THAT YOUR ACCOUNT AND THE SERVICE MAY NOT MEET YOUR NEEDS. IREALTYMANAGER MAKES NO REPRESENTATION OR WARRANTY: (A) THAT YOUR ACCOUNT OR THE SERVICE WILL MEET YOUR NEEDS; (B) THAT ACCESS TO YOUR ACCOUNT OR THE SERVICE WILL BE TIMELY, ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE; (C) THAT THE DATA AND FILES YOU STORE IN YOUR ACCOUNT WILL NOT BE LOST OR DAMAGED; (D) THAT THE DATA ON YOUR DESKTOP OR SERVER WILL NOT BE LOST OR DAMAGED; OR (E) THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY MATERIAL OR DATA YOU RETRIEVE THROUGH THE USE OF THE SERVICE IS DONE AT YOUR CHOICE AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE RETRIEVAL OF SUCH MATERIAL OR DATA.

8. Limitations of Liability

IN NO EVENT SHALL IREALTYMANAGER OR ITS ADVERTISERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY TO YOU FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR DATA OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, REVENUE OR PROFITS OR BUSINESS INTERRUPTION) OR OTHER PECUNIARY LOSS ARISING OUT OF YOUR USE OR INABILITY TO USE YOUR ACCOUNT OR THE SERVICE OR YOUR LOSS OF DATA OR FILES STORED THEREIN.

9. Indemnification

You will defend, indemnify and hold IRealtyManager, its parents, subsidiaries, affiliates, agents, officers, directors and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (a) Your use of Your Account and the Service, (b) any data files and content stored by You in Your Account and otherwise on the IRealtyManager servers and (c) any violation of this Agreement by You.

10. Termination

Either you or IRealtyManager may terminate this Agreement with or without cause at any time by giving notice of such termination to the other in the manner described in paragraph 11 below. Further, if IRealtyManager believes that You have violated Your obligations under this Agreement, IRealtyManager may, at its option and in addition to its other remedies, immediately and without notice, suspend Your Account, remove and destroy data and files stored by You on IRealtyManager's servers and/or terminate this Agreement. IRealtyManager will not be liable to You or any third party for any suspension or termination of Your Account or the Service. Should You object to any terms and conditions of this Agreement or any subsequent modifications thereto or become dissatisfied with the Service in any way, Your only recourse is to immediately: (a) discontinue use of the Service; (b) terminate this Agreement; and (c) notify IRealtyManager of such termination. Upon any termination of this Agreement, IRealtyManager will remove your stored data files from main storage and archives within five (5)-day period from termination notice. Paragraphs 7,8, 9, 10, 11, 12, 13 and 14 of this Agreement (and any other provision that can be reasonably construed to survive termination) will survive termination of this Agreement.

11. Notices

Any notice under this Agreement given by IRealtyManager to You will be deemed to be properly given if sent by email to Your email address as set forth in the Registration Information, or by a startup screen that starts before Your next use of the Service or by written communication mailed by first class U.S. mail to Your address on record in the Registration Information or by a display about the changed information in the agreement on the index page if the change is generic. It is important that you maintain a correct working email id and update it if necessary to be able to receive IRealtyManager's communication. Any notice under this Agreement given by You to IRealtyManager will be deemed to be properly given if received by email sent to IRealtyManager's Customer Service at support@File Storage.com, except those that are related to cancellation or termination of the account. User is expected to login online at http://www.File Storage.com, go to 'My Profile', choose 'Cancel Account' and provide necessary information for cancellation. Sending an email to support@File Storage.com for cancellation is not considered as a cancellation notice for security reasons. On successful cancellation of account by the user, or by IRealtyManager due to various reasons including non-payment for the services, user data files will be removed within five (5)-day period from cancellation date from main storage as well as archives.

12. Severability

This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.

13. Modifications to this Agreement

The terms and conditions of this Agreement may be changed by IRealtyManager from time to time. Upon any such change, IRealtyManager will notify You of such change in accordance with paragraph 11 above and post an updated version of this Agreement on the IRealtyManager's File Storage website located at http://www.File Storage.com. Your use of any Services after such notification will constitute Your acceptance of such changed terms and conditions.

14. Miscellaneous

Your right to use the Service is personal to You, and You will not assign any of Your rights, obligations or interest in this Agreement or Your Account. Without limiting the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns. IRealtyManager's failure to insist upon or enforce strict performance of any provision or right of this Agreement will not be construed as a waiver of any provision or right. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws rules. The provisions of the U.N. Convention on Contracts for the International Sale of Goods and any successor treaties will not apply. You consent to the venue and exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, U.S.A., with regard to any claim arising under or otherwise occurring by reason of this Agreement or Your use of the Service or Your Account. You will commence any claim or cause of action arising under or otherwise occurring by reason of this Agreement within one (1) year after the claim or cause of action arises or such claim or cause of action is forever barred. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous understandings and agreements.