1. USE OF THE SITE. This Site is not intended for use by children under the age of 18. You may access and use the Site solely for lawful purposes and only in accordance with the terms of this Agreement. Access to certain portions of the Site or use of certain content may require that you agree to the terms of an additional agreement. Any such additional agreement is in addition to this Agreement and, in the event of a conflict between the terms of this Agreement and the additional agreement, the terms of the additional agreement will control. REALTALK FINANCIAL reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Site (or any portion thereof) with or without notice.
2. REGISTRATION. This Site may include a process by which You may apply to become a registered user (a "Registered User") of the Site in order to access non-public areas of the Site. If the Site has such a registration process, Your access to the Site will be limited until You apply for and are approved as a Registered User of the Site. Your approval as a Registered User is at the sole discretion of REALTALK FINANCIAL. In connection with Your application to become a Registered User, You may be asked to submit certain information about yourself ("Registration Information"). If Your application to become a Registered User is approved, You will be asked to create a password-protected account to access certain non-public areas of the Site (an "Account"). You agree to keep your Account information and password confidential. You agree to notify REALTALK FINANCIAL immediately of any actual or suspected unauthorized use of your Account. You are solely responsible for all activities that occur through Your Account. REALTALK FINANCIAL will not be responsible for any loss to You caused by your failure to comply with these obligations. You represent and warrant that: (a) all Registration Information You have provide is true, accurate, current, and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process, you may be assigned or permitted to create a user ID for use in identifying your Account (a "User ID"). You may not: (i) select or use a User ID of another person with the intent to impersonate that person; (ii) use a User ID in which another person has rights without such person's authorization; or (iii) use a User ID that REALTALK FINANCIAL, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of your Account.
4. CONTENT. The text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content (collectively, "Content") available on or offered through the Site (such Content, collectively, "Site Content") are protected by intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents, and other proprietary and intellectual property rights ("Intellectual Property Rights"). Unless otherwise noted on the Site, as between You and REALTALK FINANCIAL, its partners, affiliates, and licensors ("Affiliates"), all Site Content is owned by REALTALK FINANCIAL and its Affiliates.
Unless otherwise specifically stated in connection with particular Site Content, or in an additional agreement between REALTALK FINANCIAL and You, the following terms and conditions apply to your use of Site Content.
a. You may print a copy of any Site Content solely for your own personal, non-commercial use.
b. You must use the Site Content in conformance with all terms and conditions displayed on the Site.
c. You may use any Site Content only for instructional and educational purposes as part of programs sponsored by REALTALK FINANCIAL, or for such other express purpose as may be expressly indicated on the Site Content itself.
d. You may use the Site Content only in the form provided on or through the Site and may not modify, amend, or combine any Site Content with other material to form any new Content.
e. You may not use any Site Content for any commercial purpose or charge a fee or other consideration in exchange for the Site Content.
f. You may not utilize the Site Content to sell, advertise, endorse, or otherwise promote any other service, product, or party.
g. All use of the Site Content must be accompanied by an acknowledgement that the Site Content is owned by REALTALK FINANCIAL.
h. You must otherwise abide by all Intellectual Property Rights, notices, information, or restrictions contained on or in any Site Content.
i. You obtain no ownership rights in or to the Site or Site Content through this Agreement, and no other rights to utilize the Site Content other than as expressly set forth in this Agreement.
Your access to and use of any Site Content is also subject to any other license or other agreement separate from this Agreement that You may have entered into (or may enter into) with REALTALK FINANCIAL relating to that Site Content (each such license or other agreement, a "Content Agreement"). Except as expressly set forth in this Agreement or any Content Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Site or Site Content, or any Intellectual Property Rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Site or Site Content without the prior written permission of REALTALK FINANCIAL. If you would like to use the Site Content in a manner that is not expressly set forth in this Agreement or any other Content Agreement, please send your request to REALTALK FINANCIAL by emailing REALTALK FINANCIAL at email@example.com.
5. MARKS. Unless otherwise labeled, all trademarks, service marks, logos, banners, and page headers displayed on this Site (collectively, the "Marks") are the property of REALTALK FINANCIAL and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of REALTALK FINANCIAL.
6. POSTINGS AND USER CONTENT. The Site may include forums, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Content to the Site (such Content, "Provided Content"). You agree not to upload or provide any Provided Content that is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement of the Intellectual Property Rights of any third party; (3) illegal in any way or that advocates illegal activity; (4) an advertisement or solicitation of funds, goods, or services. You hereby represent and warrant to REALTALK FINANCIAL and its Affiliates that You own all right, title, and interest in and to any Provided Content that You provide or upload to the Site, or that You have sufficient rights, whether by implication, estoppel, or otherwise, to grant REALTALK FINANCIAL the rights discussed in this Section 6. You will indemnify, defend, and hold harmless REALTALK FINANCIAL and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in Section 6. By providing or uploading any Provided Content to the Site, You grant REALTALK FINANCIAL a non+exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form, media, software, or technology of any kind now known or hereafter developed. In addition, you waive all moral rights in the Provided Content or warrant that all moral rights applicable to such content have been waived. You also grant REALTALK FINANCIAL the right to use Your name in connection with the reproduction or distribution of such material.
7. CLAIMS OF INFRINGEMENT. Just as REALTALK FINANCIAL requires users of the Site to respect the copyrights and other intellectual property rights of REALTALK FINANCIAL, its Affiliates, and third parties, REALTALK FINANCIAL respects the copyrights and other intellectual property rights of users of the Site and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Site without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:
Attn: Copyright Infringement Agent
PO Box 2483
Chesterfield, VA 23832
Please provide the following information to REALTALK FINANCIAL's Copyright Infringement Agent:
(1) the identity of the infringed work, and of the allegedly infringing work;
(2) Your name, address, daytime phone number, and E-mail address, if available;
(3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law;
(4) a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and
(5) Your electronic or physical signature.
8. REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant, and covenant for the benefit of REALTALK FINANCIAL and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with the Site or Content; (3) all information You provide to REALTALK FINANCIAL in connection with this Agreement and Your access to the Site and use of the Site or Content is correct and current.
9. DISCLAIMER AND LIMITATION OF LIABILITY. 9.1 Disclaimer. THE SITE IS PROVIDED BY REALTALK FINANCIAL "AS IS" AND "AS AVAILABLE" WITH NO WARRANTIES WHATSOEVER. NEITHER REALTALK FINANCIAL NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION OR MATERIALS DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SITE. YOU AGREE THAT YOUR ACCESS TO THE SITE IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE OR SUCH INFORMATION OR MATERIALS. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, REALTALK FINANCIAL EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE AND SUCH INFORMATION, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND INTERRUPTIONS, CRASHES, AND DOWNTIME BEYOND REALTALK FINANCIAL'S CONTROL MAY OCCUR FROM TIME TO TIME.
9.2 Limitation. IN NO EVENT WILL REALTALK FINANCIAL BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO THE SITE OR USE OF ANY INFORMATION OR MATERIALS DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SITE, EVEN IF REALTALK FINANCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. REALTALK FINANCIAL's total aggregate liability for any damages arising out of or related to this Agreement or the Site will not exceed $250.
10. INDEMNIFICATION. You will indemnify, defend, and hold harmless REALTALK FINANCIAL and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or use of the Site or Your breach of any term of this Agreement. REALTALK FINANCIAL will provide You with notice of any such claim or allegation, and REALTALK FINANCIAL will have the right to participate in the defense of any such claim at its expense.
12. LINKED SITES. The Site may contain links to third-party sites that are not under the control of REALTALK FINANCIAL, and REALTALK FINANCIAL is not responsible for any content on any third-party site. If you access a third-party site from the Site, then you do so at your own risk. REALTALK FINANCIAL provides links only as a convenience, and the inclusion of the link does not imply that REALTALK FINANCIAL endorses or accepts any responsibility for the content on those third-party sites. REALTALK FINANCIAL welcomes links to the Site. You may establish a link to this Site, provided that the link does not state or imply any sponsorship or endorsement of You or Your site by REALTALK FINANCIAL or any group or individual affiliated with REALTALK FINANCIAL. You may not use any Content or Marks appearing on the Site in establishing the link. You may not frame or otherwise incorporate into another site the Content or other materials on the Site without prior written consent from REALTALK FINANCIAL.
13. NOTICES. Except as expressly stated otherwise, any notices to REALTALK FINANCIAL required or allowed under this Agreement will be given to REALTALK FINANCIAL by postal mail to the address for REALTALK FINANCIAL listed on the Site. If applicable law requires that REALTALK FINANCIAL accepts E-mail notices (but not otherwise), then You may send REALTALK FINANCIAL an E-mail notice by emailing REALTALK FINANCIAL at firstname.lastname@example.org. With respect to REALTALK FINANCIAL's notices to You, REALTALK FINANCIAL may provide notice of amendments by posting them on the Site and You agree to check for changes. In addition, or in lieu thereof, REALTALK FINANCIAL may give notice by sending E-mail to the E-mail address You provide during registration for the Site, or by courier or postal mail if Your address is known to REALTALK FINANCIAL. Notice shall be deemed given 24 hours after it is posted or an E-mail is sent, unless (as to E-mail) the sending party is notified that the E-mail address is invalid, or 3 business days after sending in the event of use of courier or postal mail.
14. GENERAL TERMS.
14.1 Third-Party Beneficiaries. REALTALK FINANCIAL's Affiliates are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Content to which they have rights.
14.2 Non-assignment. You may not assign or transfer any of Your rights hereunder, and any attempt to do so will be null and void.
14.3 Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
14.4 Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or un-enforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
14.5 Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Virginia, without giving effect to any conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Richmond, Virginia. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys' fees and expenses from the other party.