Terms and Conditions

Purpose of Site

The Site is intended to provide information about commercial real estate and Canyon Data. The information and services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal, tax, accounting, investment or other professional advice, or an offer to sell or lease real estate, and may not be used for or relied upon for these purposes. No lawyer-client, advisory, fiduciary or other relationship is created by your accessing or using this Site or communicating by way of email through this Site. You shall not use information and services offered on or through this Site for personal, family or household purposes or to determine an individual’s eligibility for credit, insurance, employment, or government license or benefit. You shall also not use the Site in any way that is intended to cause the Information (as defined below) to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or in any other manner that is intended to be construed as a consumer report by any governmental authority.

Use of Information

You agree to treat all information obtained from the Service, including all Canyon Data “Content”, and any information otherwise made available to You in the Service (individually and collectively, the “Content”) as proprietary to Canyon Data. You agree that Content reserved for “Passcode Protected Product” will be maintained as confidential and shall be protected as a trade secret of Canyon Data. Canyon Data does not ensure the accuracy of, endorse or recommend any Content and You use such Content at Your own risk. You may view, access, or otherwise use the Content solely to obtain initial information from which further evaluation and investigation may commence. Contact information that a user provides to “Passcode Protected Product” is for “Passcode Protected Product Users“, Canyon Data agrees not to use user contact information as a contact list. You shall limit access to, viewing of, and use of active property listings and broker information to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. You shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to You in the Service, for or in connection with any other device, listing service, bulletin board system, any other electronic network, any data library or any other data sharing arrangement. You shall not integrate or incorporate any portion of the Content into any other database. You further shall not use the Service in any other manner for or in connection with any other listing service or device, without express consent from Canyon Data. You shall not use the Service as part of any effort to compete with Canyon Data, including, without limitation, using the Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Canyon Data customer, nor shall You remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Service. You shall not use any robot, spider or other automated process to submit listings, monitor, scrape, data mine, or copy Canyon Data products, services, or information; decompile, decode or reverse engineer Canyon Data software; or use Canyon Data products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes. You assign Canyon Data the right to pursue enforcement of copyright and other intellectual property claims against third parties that have, without authorization, and in violation of these Terms and Conditions, scraped, copied, or distributed content from your Submissions and for which You have not granted such third parties a separate license to use.

Canyon Data Newsletter Subscriptions

Canyon Data may provide newsletter subscriptions as part of its offering to its users (“Canyon Data News”). Canyon Data News is provided through the Site and email. As a subscriber to Canyon Data, Canyon Data grants you a limited revocable license to use Canyon Data News for non-commercial use subject to rules and limitations herein. You shall be subject to the following rules regarding acceptable conduct and practices: You (1) may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit the content of the Canyon Data News sites or any portion of such content, (2) may not use any data mining, robots, or similar data gathering and extraction tools on the content, frame any portion of the Canyon Data News sites or content, or reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the content without Canyon Data’s prior written consent, (3) may not circumvent any mechanisms included in the content for preventing the unauthorized reproduction or distribution of the content, (4) may not upload, post or otherwise distribute or facilitate the distribution of a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of the Site, any other online services, or to obtain unauthorized access to the online services or content or any data or other information of any third party, (5) may not attempt to gain unauthorized access to other computer systems or networks connected to the online services or use the online services, content or any information contained therein for any unlawful purpose; Canyon Data, in its sole and absolute discretion, shall determine whether any content you transmit or receive or your use of Canyon Data News violates this provision, and (6) may not use the online services, content or any information contained therein for any unlawful purpose, and you may not encourage conduct that would constitute a criminal offense or give rise to civil liability. You may not use any services in connection with any site or other use that contains or is associated with information or content prohibited by this section. As between Canyon Data and you, the content and materials incorporated by Canyon Data on the Site are protected by copyrights, patents, trade secrets or other proprietary rights. Some of the characters, logos or other images incorporated by Canyon Data on this Site are also protected as registered or unregistered trademarks, trade names and/or service marks owned by Canyon Data or others.

Prohibited Uses

You shall not, except as may be expressly set forth above under “Permitted Uses” (a) distribute, disclose, copy, reproduce, communicate to the public by telecommunication, make available, display, publish, transmit, assign, sublicense, transfer, provide access to, use, rent or sell, directly or indirectly (including in electronic form) any portion of the Product, or (b) modify, adapt or create derivative works of any portion of the Product.

Notwithstanding anything to the contrary herein, you shall not:

(1) Access any portion of a Passcode Protected Product unless you are an Authorized User for such Passcode Protected Product using the Passcodes assigned to you by Canyon Data to access the components and services of the Passcode Protected Product that your License Agreement authorizes you to access, subject to the terms contained therein and in these Terms of Use;

(2) Access or use any portion of the Product if you are a direct or indirect competitor of Canyon Data, nor shall you provide, disclose or transmit any portion of the Product to any direct or indirect competitor of Canyon Data (by way of example, a “direct or indirect competitor” of Canyon Data includes, but is not limited to, Internet listing services or other real estate information services and employees, independent contractors and agents of such services);

(3) Provide your Passcode or otherwise provide access to a Passcode Protected Product to any individual other than yourself, including by providing the results of queries of or reports generated from a Passcode Protected Product to a person who is not a client or prospective client.

(4) Use or distribute any Information from the Product, including Information that has been verified or confirmed by you or anyone else, to directly or indirectly create or contribute to the development of any database or product;

(5) Modify, merge, decompile, disassemble, scrape, translate, decode or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or the data generated from it;

(6) Use, reproduce, publish or compile any portion of the Product for the purpose of selling or licensing any portion of the Product or making any portion of the Product publicly available;

(7) Store, copy or export any portion of the Product into any database or other software, except as expressly set forth in the Permitted Uses above;

(8) Upload, post or otherwise publish any portion of the Product on, or provide access to any portion of the Product through, the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that you may e-mail a report containing Information that complies with the Permitted Use provisions set forth above to a limited number of your clients and prospective clients;

(9) Upload, post, e-mail, make available or otherwise transmit or communicate to the public by telecommunication any information, data, text, software, photographs, images, graphics, or other content to or through the Product, or use any portion of this Product in a manner, that:

(a) is unlawful, threatening, abusive, harmful, libelous, tortious, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offence, violate the rights of any party, give rise to liability or violate any local, provincial, federal or international law, intentionally or unintentionally, or is otherwise objectionable;

(b) infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party or violates the privacy or publicity rights of any party;

(c) constitutes unlawful advertising or fraudulent, unfair or deceptive practices, “spam,” or any other form of unlawful solicitation in the United States, Idaho or other state, which, with limited exceptions, prohibits anyone from knowingly selling, giving or receiving, for the purpose of selling or offering for sale any property or service to persons listed therein, any list of names and addresses contained in or derived from public records; or

(d) contains software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of the Product or servers or networks connected thereto or the activities of other users of the Product or of any computer software or hardware or telecommunications equipment.

(10)  Except as set forth in a License Agreement, you acknowledge and agree that you do not have a right to make available, communicate to the public by telecommunication, transmit under any law, contractual obligation (i.e., nondisclosure agreement) or fiduciary duty any information about the Product.

(11) Impersonate any person or entity, including but limited to an Authorized User, or falsely state or otherwise misrepresent any registration information, or otherwise disguise the origin of any information, data, text, software, photographs, images, graphics, or other content posted on or transmitted through the Product; and

(12) Use any portion of the Product to encourage or engage in illegal activity, stalk or harass another person, or violate these Terms of Use or any applicable local, state, provincial, national or international law, rule, regulation or ordinance, including without limitation, state, provincial and local real estate practice, spam or privacy laws.

(13) Market properties or otherwise communicate with contacts acquired from the Licensed Product without first obtaining the appropriate consents and permissions as required by applicable law.

Termination and Interruption of Access

You acknowledge and agree that Canyon Data may interrupt, terminate, discontinue, or block your access to the Product or portions thereof at any time, subject to the terms of any License Agreement in place between you or your company and Canyon Data. Canyon Data reserves the right to terminate or suspend your use of a Canyon Data service or to terminate your License Agreement upon a good faith determination of a violation of the terms of any material provision of any other agreement between the parties or their affiliates.  In the event such suspension or termination occurs, you shall cease using any portion of the Product, permanently delete or destroy all portions of the Product within your possession, custody or control, and, upon written request from Canyon Data, certify, in writing, your compliance with this provision.

If you are a Canyon Data Client, your License Agreement sets forth an initial term of twelve (12) months that expires on a specified date and that may automatically renew for a specified length. Following the effective date of termination or non-renewal of your License Agreement, you shall cease using any portion of the Product. In addition, you shall permanently delete or destroy all portions of the Product within your possession, custody or control and, upon written request from Canyon Data, certify, in writing, your compliance with this provision.

Confidentiality

The documents stored in the “saved searches” section of the Canyon Listings service are intended to be confidential. Except as otherwise provided herein, Canyon Data personnel shall not review or disclose to others the documents or other information stored there. Authorized access is designed to be restricted to the Authorized User(s) that store the information there and other users designated by such Authorized User(s) to have access to the information.

Submitted Content

This Product may include opportunities for users to submit information, data, text, photographs, images, graphics, messages, links, expressions of ideas and other content to the Product, for it to be publicly displayed on the Product, used by Canyon Data in connection with researching real estate activity, or for some other purpose (“Submitted Content“). Canyon Data acknowledges that if you provide Canyon Data with any information or images, then you retain any applicable ownership rights that you may have with respect to such information and images. However, you understand that all such Submitted Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that you, and not Canyon Data, are entirely responsible for all such content that you upload, post, e-mail or otherwise transmit to or via the Product. Canyon Data is under no obligation to post or use any such Submitted Content you may provide and may remove any such content at any time in Canyon Data’s sole discretion.

You agree that Canyon Data may adjust portions of the Information contained within the Product.  Any such adjustment will have no material impact on the meaning and interpretation of the Information but will serve as a means of uniquely identifying the Information as having been supplied to you.  You accept that this is a legitimate and lawful security precaution on the part of Canyon Data and accept further that in the event that any third party has access to Information that can be identified as having your unique adjustments a prima facie breach of security and of these Terms of Use on your part may be assumed by Canyon Data.

You represent and warrant that (a) you own or have the full right, power and authority to grant to Canyon Data use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to or via the Product; (b) your license of such content to Canyon Data hereunder does not, and the use or license of such content by Canyon Data to third parties will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims, judgments or settlements to be paid by you, or pending claims or litigation, relating to such content.

You acknowledge and agree that your submitting Submitted Content to the Site does not create any new or alter any existing relationships between you and Canyon Data.

Canyon Data has no obligation to monitor or screen Submitted Content and is not responsible for Submitted Content. However, Canyon Data reserves the right, in its sole discretion, to monitor Submitted Content, edit Submitted Content or delete Submitted Content at any time for any reason or no reason.

Links; Framing

You may provide a hyperlink to the home page of this Site, which is www.cayondata.tech, provided that you must remove any such link upon request from Canyon Data. Except as set forth in the preceding sentence, links to and the framing of this Product or any of its Content is Prohibited unless otherwise authorized by Canyon Data in writing. Inquiries and requests should be sent to info@canyondata.tech.

For your convenience, the Product may include links to other sites, some of them owned and operated by Canyon Data and some of them owned and operated by third parties. Under no circumstances shall Canyon Data be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any web site that links to this Site, or is linked to from this Site, or any service or product that may be offered through such web sites. Canyon Data has not necessarily reviewed any or all of the content of such other web sites, does not guarantee the accuracy or timeliness of such sites, and disclaims responsibility for the content and services available therein. Different terms and conditions may apply to your use of any linked sites. It is your responsibility to review any such terms and conditions in connection with your use of any such sites. Any issues or disputes that may arise with respect to any such sites shall solely be between you and the applicable third party.

Information Regarding Accuracy, Completeness and Timeliness of Information in the Product

The Product is provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance upon the Product shall be at your own risk. Neither we, nor any third party involved in creating, producing or delivering the Product, is responsible if the Product is not accurate, complete or current. Neither we, nor any third party involved in creating, producing or delivering the Product, has any responsibility for any consequence relating directly or indirectly to any action or inaction that you take based on the Product.

No Warranties

ALTHOUGH CANYON DATA ATTEMPTS TO PROVIDE AN ACCURATE PRODUCT, THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. CANYON DATA (INCLUDING ITS AFFILIATES), AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “CANYON DATA PARTIES”) CANNOT AND DO NOT REPRESENT, WARRANT OR COVENANT THAT (I) THE PRODUCT WILL ALWAYS BE ACCURATE, COMPLETE, CURRENT, OR TIMELY; (II) THE OPERATION OF, OR YOUR ACCESS TO, PRODUCT THROUGH THE SITE WILL ALWAYS BE UNINTERRUPTED OR ERROR-FREE; AND/OR (III) DEFECTS OR ERRORS IN THE SITE OR THE PRODUCT, BE THEY HUMAN OR COMPUTER ERRORS, WILL BE CORRECTED.

THE CANYON DATA PARTIES DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (4) THE PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY CANYON DATA PARTY, AND (5) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

BY VIEWING, USING OR ACCESSING THE PRODUCT, INCLUDING BY USING ANY TOOL, FORM OR AGREEMENT PROVIDED ON THE SITE, OR BY UPLOADING ANY OTHER FORM OR AGREEMENT TO THE SITE, YOU (I) ACKNOWLEDGE THAT CANYON DATA IS NOT A PARTY TO THE TRANSACTION CONTEMPLATED BY SUCH FORM OR AGREEMENT, (II) AGREE THAT THESE TERMS OF USE, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION SET FORTH IN THESE TERMS OF USE APPLY TO SUCH TOOLS, FORMS AND AGREEMENTS AND YOUR USE THEREOF, AND (III) ACKNOWLEDGE THAT CANYON DATA PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUFFICIENCY, LEGAL EFFECT OR ENFORCEABILITY OF ANY SUCH TOOLS, FORMS AND AGREEMENTS AND BY YOUR USE OF THE SAME YOU CONFIRM THAT YOU HAVE MADE YOUR OWN INDEPENDENT ANALYSIS OF THE SUFFICIENCY, LEGAL EFFECT AND ENFORCEABILITY OF ANY SUCH TOOLS, FORMS AND AGREEMENTS WITHOUT RELIANCE UPON CANYON DATA OR CANYON DATA PARTIES. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT CANYON DATA PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE SUFFICIENCY, LEGAL EFFECT OR ENFORCEABILITY OF ANY ELECTRONIC SIGNATURES INCLUDING, WITHOUT LIMITATION, WHAT LAW MAY GOVERN ANY SUCH ELECTRONIC SIGNATURES AND YOU CONFIRM THAT YOU HAVE MADE YOUR OWN INDEPENDENT ANALYSIS OF THE SUFFICIENCY, LEGAL EFFECT, GOVERNING LAW AND ENFORCEABILITY OF ANY SUCH ELECTRONIC SIGNATURES.

ANY RELIANCE UPON THE PRODUCT IS AT YOUR OWN RISK.

CANYON DATA RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE PRODUCT OR ANY FEATURE OR PART THEREOF AT ANY TIME.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE CANYON DATA PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT.

IF YOU DOWNLOAD ANY CONTENT FROM THIS PRODUCT, YOU DO SO AT YOUR OWN DISCRETION AND RISK.  NONE OF THE CANYON DATA PARTIES SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM, RELATING TO OR RESULTING FROM THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF YOUR TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.

NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF THE CANYON DATA PARTIES FOR ANY AND ALL REASONS TO ANY PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR A SEPARATE LICENSE AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO CANYON DATA UNDER THE RELEVANT LICENSE AGREEMENT BETWEEN THE RELEVANT CANYON DATA CLIENT AND CANYON DATA DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR THE CANYON DATA CLIENT OR ANY OTHER PARTY FOR ANY APPLICABLE DAMAGES.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY OF THE CANYON DATA PARTIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, BASED ON, OR RESULTING FROM, OR IN CONNECTION WITH THE PRODUCT, THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF CANYON DATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.

NONE OF THE CANYON DATA PARTIES SHALL HAVE ANY LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND CANYON DATA’S CONTROL, INCLUDING, WITHOUT LIMITATION, INDUSTRIAL DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE PRODUCT.

BY USING THE PRODUCT, YOU WAIVE AND RELEASE ALL OF THE CANYON DATA PARTIES FROM ANY AND ALL LIABILITY OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH YOU MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY OF THE CANYON DATA PARTIES BY REASON OF OR ARISING OUT OF THE PRODUCT OR YOUR USE THEREOF. THE WAIVERS AND RELEASES SET FORTH IN THESE TERMS OF USE INCLUDE CLAIMS OF WHICH YOU ARE PRESENTLY UNAWARE OR WHICH YOU DO NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY YOU, WOULD MATERIALLY AFFECT YOUR WAIVER AND RELEASE SET FORTH ABOVE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU SPECIFICALLY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

THESE FOREGOING LIMITATIONS APPLY WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE CANYON DATA PARTIES WERE NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CANYON DATA AND YOU. THE PRODUCT WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CANYON DATA THROUGH THE PRODUCT CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

NO ACTION ARISING OUT OF OR PERTAINING TO THESE TERMS OF USE MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

User Data

If you create any settings, saved searches, fields or functions in the Product or input, add or export any data into or from the Product (collectively, the “User Data“), none of the Canyon Data Parties shall have any liability or responsibility for any of such User Data, including the loss, destruction or use by third parties of such User Data. It is your responsibility to make back-up copies of such User Data.

Your Liability

If you cause a technical disruption of the Product, you agree to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys’ fees, fines, and costs of enforcement) arising from or related to that disruption. Upon your breach of any term of these Terms of Use or a separate License Agreement, Canyon Data’s remedies shall include any damages and relief available at law or in equity as well as interruption and/or termination of your access to the Product or any portion thereof and permanent deletion or destruction of all portions of the Product within your possession, custody or control. If Canyon Data retains any third party to obtain any remedy to which it is entitled under these Terms of Use or a separate License Agreement, Canyon Data shall be entitled to recover all costs, including attorney’s fees or collection agency commissions, Canyon Data incurs.

Indemnity

You agree to indemnify, defend, and hold harmless the Canyon Data Parties from and against any third-party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys’ fees), arising out of or relating to your (and your users’) Submitted Content, use or misuse of any portion of the Product, or your violation of these Terms of Use or a separate License Agreement. You shall cooperate as fully as reasonably required in the defense of any such claim or demand. Canyon Data and any third party involved in creating, producing, or delivering the Product reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, at your expense, and you shall not in any event settle any such matter without the written consent of Canyon Data and any such third party.

Privacy

Canyon Data is committed to respecting the privacy of your personal information in connection with your use of this Site.  We take great care to keep your personal information confidential and secure. However, the Internet is not a totally secure medium of communication. For this reason, we cannot guarantee the privacy of any information you input on this site, send to us, or request be delivered to you on the Internet. Canyon Data will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information.

Use of the Product is subject to Canyon Data’s Privacy Notice, located at www.canyondata.tech which is hereby incorporated into, and made part of, these Terms of Use. Canyon Data reserves the right, and you authorize us, to use the Product and any and all other personal information provided by you in any manner consistent with our Privacy Notice.

Canyon Data may send to you and your employees, communications, including, but not limited to, email communications about new features or products, available real estate listings, product feedback and other marketing content, which you may unsubscribe from at any time. Canyon Data prohibits the use of our system or its tools to generate or send unsolicited commercial email or any commercial email that would violate the anti-spam law or regulation (a “law”) of any country (“spam”). You may not use the Canyon Data’s email services that Canyon Data offers or supports to send spam or otherwise send content that would violate these Terms and Conditions including any applicable spam law. By using Canyon Data’s email services, you agree to send email only to those who have given you, and you have, consent to send the email or to those who you are otherwise permitted under applicable law to send such emails, the e-mail will contain all of the information such as a link to your privacy policy and a functioning unsubscribe mechanism required by law, and you will have a functioning unsubscribe mechanism and you will give effect to any request to unsubscribe from receiving future commercial emails, as required by law. Canyon Data has the right, but not the obligation, to revoke the privileges of any party who breaches these terms.

Canyon Data conducts product research using professional researchers conducting phone interviews of commercial real estate market participants and their agents.  By using Canyon Data’s services and agreeing to these terms of use, you consent to the recording of your telephone or other communications with Canyon Data representatives, including research, customer service and sales personnel, for training, quality assurance and archival purposes.

Trademarks

The Product employs various registered and unregistered trademarks and service marks of Canyon Data and of other third parties. All of these trademarks and service marks are the property of their respective owners. You agree not to use or display them in any manner without the prior written permission of the applicable trademark owner.

Procedure for Making Notification of Claims of Copyright Infringement

Canyon Data respects the intellectual property of others, and we ask those posting or transmitting any content to or through this Site to respect copyright law. It is the policy of Canyon Data to restrict and/or terminate in appropriate circumstances the ability to submit content and/or use this Product by individuals or entities that repeatedly submit infringing content in violation of these Terms of Use. If you believe that your work has been copied and is available on this Site or our other online services in a way that constitutes copyright infringement, you may notify Canyon Data according to the notice requirements of the Digital Millennium Copyright Act and any other applicable law.  Pursuant to 17 U.S.C. Section 512, Canyon Data’s DMCA registered agent can be reached as follows: by mail to Legal Department (attn: General Counsel), Canyon Data, Inc., 3142 W. Belltower Dr, Meridian, Idaho 83646; or by e-mail to support@canyondata.tech.

Ownership

You acknowledge that Canyon Data and its licensors have and shall retain exclusive ownership of all proprietary rights in or to the Product, including all United States and international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. You shall have no right or interest in any portion of the Product except the right to use the Product as set forth in these Terms of Use and, if you are a Canyon Data Client, your License Agreement. You acknowledge that the Software, Database, Content, Information, Passcode Protected Product, Non-Passcode Protected Product, and Product constitute the valuable property and confidential copyrighted information of Canyon Data and its licensors (collectively, the “Proprietary Information“). You agree to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge Canyon Data’s and its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and (c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure or rights management information included in the Product. You shall be liable for any violation of the provisions of these Terms of Use and, if applicable, the License Agreement by your employees, Independent Contractors, affiliates and agents and for any unauthorized use of the Product by such persons. Nothing in these Terms of Use will restrict Canyon Data from freely using for any purpose, without compensation, any of your ideas, suggestions, enhancements or other feedback relating to the Licensed Product or new Canyon Data products, features or tools, or any portion thereof.

NOTICE — U.S. Government Rights/Commercial Technical Data and Software Unpublished, Rights Reserved Under the Copyright Laws of the United States

This Site contains commercial technical data and computer software that have been privately developed and are normally vended commercially under a license or lease agreement restricting their use, disclosure and reproduction. In accordance with FAR 12.211, 12.212, 27.405(b)(2) and 52.227-19 and DFARS 227.7202, 227.7102 and 252.227-7015, as well as other applicable supplemental agency regulations, use, reproduction, disclosure and dissemination of this commercial technical data and computer software are governed strictly in accordance with Canyon Data’s commercial license agreements, including these Terms of Use.

Foreign Use

This Site is controlled and operated by Canyon Data from its offices within the United States. Canyon Data makes no representation that any portion of the Product or other material accessed through this Site is appropriate, enforceable, compliant with local law, or available for use, in other locations, and access to them from other countries where their contents are illegal is prohibited. Those who choose to access the Product or the Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.

Jurisdiction

Canyon Data is headquartered in the State of Idaho.  These Terms of Use and your use of this Product shall be governed by the laws of the State of Idaho without regard to its conflicts of laws principles.  Unless otherwise agreed to in writing, the federal and state courts located in the State of Idaho shall be the exclusive jurisdiction for any action brought against Canyon Data in connection with these Terms of Use or use of the Product. You irrevocably consent to the jurisdiction and venue of the federal and state courts located in the State of Idaho, and to the jurisdiction of the federal, and/or state courts located in any State where you are located, for any action brought against you in connection with these Terms of Use or use of the Product. If any material in this Product, or your use of the Product, is contrary to the laws of the place where you are when you access it, or if Canyon Data is not Licensed as required by applicable laws or regulations in such locale, the Product is not intended for you, and we ask you not to use the Product. You are responsible for informing yourself of, and complying with, the laws of your jurisdiction.

Modifications to Product; Changes to these Terms

Canyon Data strives to provide the best Product for its customers and is continuously updating and changing the Product and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof). These updates and changes may be made with or without notice. Canyon Data shall not be liable to any Authorized User or to any third party for any modification, suspension or discontinuance of the Product (or any part thereof). Additionally, Canyon Data reserves the right, in their complete and sole discretion, to change these Terms of Use at any time by posting revised terms on the Site. It is the responsibility of the Authorized User to check periodically for any changes made to the Product and these Terms of Use. Continued use of this Product following the posting of changes to these Terms of Use or to the Products signifies your agreement to abide by the new Terms of Use.

Termination

Restrictions imposed with respect to information or materials viewed and/or downloaded in respect of the Product and the disclaimers, indemnities, waivers, releases and limitations of liabilities set forth above shall survive termination or suspension of these Terms of Use for any reason.

Miscellaneous

These Terms of Use contain the entire understanding of the parties with respect to the Product and supersede any prior oral or written statements and documents with respect to such subject matter, provided that these Terms of Use do not supersede any written License Agreement between the parties. Your obligations hereunder are binding on your successors, legal representatives and assigns. You may not assign or transfer (by operation of law or otherwise) these Terms of Use or any portion hereunder, in whole or in part, without the prior written consent of Canyon Data. In the event any portion of these Terms of Use not being of a fundamental nature is held to be invalid, illegal or unenforceable, such part shall be deemed severed from these Terms of Use without invalidating the remaining provisions of these Terms of Use or affecting the enforceability of such remaining provisions. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision. Any consent by Canyon Data to, or waiver of, a breach of a right, term or provision of these Terms of Use, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach. Headings are for reference only. The use of and access to the Product is available only to individuals who can enter into legally binding contracts under applicable law. All notices to Canyon Data pertaining to these Terms of Use will be in writing, mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight United States carrier, delivered to Canyon Data, Inc., 3142 W. Belltower Dr., Meridian, Idaho 83646, attention: General Counsel.

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Last Revised January 2022