Agreement for buyer

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DISCLAIMERS

1. Property
2. Terms of Service
3. Privacy Notice

PROPERTY

Unless otherwise noted in the Contract, the Seller of any Property to the buyer, subject to all encumbrances, easements, rights of way, leases, liens, licenses, reservations, conditions and other matters of records, and as otherwise set forth in the Contract. Neither the Seller for any Property, nor Cimpler, will be obligated to alter, repair or improve any Property.

EACH WINNING BIDDER WHO BECOMES A PARTY TO A FULLY EXECUTED CONTRACT WILL BE ACQUIRING A PROPERTY BASED SOLELY ON ITS INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTY, AND NOT IN RELIANCE ON ANY INFORMATION, WHETHER VERBAL OR WRITTEN, SUPPLIED OR PROVIDED BY CIMPLER, THE SELLERS, OR ANY OF CIMPLER'S EMPLOYEES OR AGENTS, OFFICERS, DIRECTORS OR CONTRACTORS OR PARTICIPATING BROKERS OR SHOWING BROKERS, WHETHER CONTAINED IN THESE TERMS OF SALE, ANY DUE DILIGENCE PACKAGE, OR OTHERWISE.

EACH PROSPECTIVE BIDDER MUST UNDERTAKE AND RELY ON HIS OR HER OWN INVESTIGATION OF THE PROPERTIES. EACH PROSPECTIVE BIDDER REPRESENTS, WARRANTS AND AGREES THAT SUCH BIDDER HAS EXAMINED EACH PROPERTY AND IS FAMILIAR WITH ITS CONDITION (OR HAS WAIVED SUCH EXAMINATION).

NEITHER ANY SELLER NOR CIMPLER IS OBLIGATED TO INVESTIGATE OR VERIFY, OR MAKE ANY REPRESENTATION OR WARRANTY AS TO THE TRUTH OR COMPLETENESS OF, ANY MATTER CONTAINED IN THESE TERMS OF SALE, IN THE DDP, OR IN ANY OTHER STATEMENT OR INFORMATION PROVIDED BY SUCH SELLER OR CIMPLER OR OFFERING PLAN.

NEITHER CIMPLER, NOR ANY SELLER, NOR ANY AFFILIATE, AGENT, OFFICER, EMPLOYEE OR REPRESENTATIVE OF ANY OF THESE PARTIES. NOR ANY PARTICIPATING BROKER OR SHOWING BROKER, HAS ANY LIABILITY FOR ANY ORAL OR WRITTEN REPRESENTATION, WARRANTY OR OTHER STATEMENT OF ANY NATURE, EXPRESS OR IMPLIED, EXCEPT THAT EACH SELLER IS OBLIGATED FOR SUCH REPRESENTATIONS AND WARRANTIES AS MAY BE MADE BY SUCH SELLER IN EACH CONTRACT EXECUTED BY SUCH SELLER, BUT ONLY TO THE EXTENT PROVIDED BY APPLICABLE LAWS.

NEITHER CIMPLER NOR THE SELLER SHALL BE UNDER ANY DUTY TO DISCLOSE TO ANY BIDDER (AND SHALL HAVE NO LIABILITY FOR ITS RESPECTIVE FAILURE TO DISCLOSE TO ANY BIDDER) ANY INFORMATION KNOWN TO EITHER SUCH CIMPLER OF SUCH SELLER RELATING TO ANY PROPERTY.

NEITHER ANY SELLER NOR CIMPLER MAKES ANY REPRESENTATION OR WARRANTY, WHETHER WRITTEN, ORAL, EXPRESS, OR IMPLIED, CONCERNING ANY PROPERTY, AND EACH PROPERTY IS TO BE SOLD "AS IS," "WHERE IS", AND WITH ALL FAULTS, EXCEPT EACH SELLER AGREES TO EACH REPRESENTATION AND WARRANTY MADE BY ITS EXPRESSLY IN THE CONTRACT EXECUTED BY IT. EACH SELLER AND CIMPLER DISCLAIM ALL EXPRESSED AND IMPLIED REPRESENTATIONS AND WARRANTIES (EXCEPT AS PROVIDED ABOVE) INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES AS TO:

1. TITLE TO ANY PROPERTY
2. COMPLIANCE OF ANY PROPERTY WITH APPLICABLE LAWS, ORDINANCE, APPROVALS, PERMITS, ORDERS, RULES, REGULATIONS OR REQUIREMENTS;
3. THE VIABILITY OF ANY PROPERTY FOR DEVELOPMENT OR ALTERATION OR IMPROVEMENT;
4. THE EXISTING OR FUTURE USE OF ANY PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY;
5. THE CONDITIONS OF ANY PROPERTY; AND
6. THE PRESENCE OR ABSENCE OF ANY HAZARDOUS OR TOXIC MATERIALS OR ANY OTHER ENVIRONMENTAL MATTER.

FOR THE PURPOSE OF THIS "DISCLAIMERS" SECTION, "PROPERTY" INCLUDES ANY PART THEREOF OR INTEREST THEREIN.

TERM OF SERVICE

1. DESCRIPTION OF SERVICE
   Cimpler Real Estate ("Cimpler") provides you with the BuySquareFeet service (the "Service") to enable you to bid and negotiate your real estate transaction entirely on-line. You understand and agree that the Service might include advertisements in the future. You also understand and agree that the Service may include certain communications from Cimpler Real Estate, such as service announcements and administrative messages and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new BuySquareFeet properties, shall be subject to this agreement. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Service. You must be at least 18 years of age to actively participate in the service, i.e. bid and negotiate.
2. YOUR REGISTRATION OBLIGATIONS
   In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cimpler has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cimpler has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
3. Cimpler PRIVACY POLICY
   Registration Data and certain other information about you is subject to our Privacy Policy. For more information, see our full privacy policy at http://www.cimpler.com/privacy.html. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information for the purpose of providing you with the BuySquareFeet service only.
4. MEMBER ACCOUNT, PASSWORD AND SECURITY
   You will receive a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You can manage your account.
5. MEMBER CONDUCT
   You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You agree to not use the Service to:
   1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
   2. impersonate any person or entity, including, but not limited to, Cimpler representative;
   3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
   4. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
   5. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
   6. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose;
   7. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
   8. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
   9. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
   10. intentionally or unintentionally violate any applicable local, state, national or international law and real estate regulations;
   You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Cimpler and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
6. CONTRIBUTIONS TO CIMPLER AND THE SERVICE
   By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Cimpler through its suggestion or feedback web pages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Cimpler is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Cimpler shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (d) Cimpler may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Cimpler without any obligation of Cimpler to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Cimplerunder any circumstances.
7. INDEMNITY
   You agree to indemnify and hold Cimpler and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
8. NO RESALE OF SERVICE
   You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service (including your Cimpler ID), use of the Service, or access to the Service.
9. MODIFICATIONS TO SERVICE
   Cimpler reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Cimpler shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
10. TERMINATION
    You agree that Cimpler may, under certain circumstances and without prior notice, immediately terminate your Cimpler account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your Cimpler account includes (a) removal of access to all offerings within the Service.
11. DEALINGS WITH ADVERTISERS
    Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Cimpler shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
12. LINKS
    The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Cimpler has no control over such sites and resources, you acknowledge and agree that Cimpler is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources.
13. CIMPLER'S PROPRIETARY RIGHTS
    You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or authorized by Cimpler or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Cimpler grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Cimpler for use in accessing the Service.
14. DISCLAIMER OF WARRANTIES
    
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
    1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CIMPLER AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    2. CIMPLER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
    3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CIMPLER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
15. LIMITATION OF LIABILITY
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT CIMPLER AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CIMPLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
16. TRADEMARK INFORMATION
    "Cimpler Real Estate", "BuySquareFeet", "Cimpler Investment:, "Join Us and we Never Stop Training You", "See It In Person, Negotiate On-Line", "Cimple Bid", "A Simpler Way To Buy And Sell Property" and "Where Real Estate Meets Financial Planning" trademarks and service marks and other Cimpler logos and product and service names are trademarks of Cimpler Real Estate, Inc. Without Cimpler's prior permission, you agree not to display or use in any manner the Cimpler Marks.
17. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
    Cimpler respects the intellectual property of others, and we ask our users to do the same. Cimpler may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers.
18. GENERAL INFORMATION
    Entire Agreement. The TOS constitutes the entire agreement between you and Cimpler and governs your use of the Service. Choice of Law and Forum. The TOS and the relationship between you and Cimpler shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Cimpler agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Mateo, California.

PRIVACY NOTICE

Cimpler Real Estate, Inc. respects your privacy and recognizes the importance of protecting information collected from you through BuySquareFeet website. We have adopted this privacy policy. Cimpler Real Estate, Inc. will comply with this policy, and applicable privacy related law, when we gather and use information from users of the Services.

This policy is current as of its last revision date below. However, please note that this policy may be amended from time to time to reflect changes and additions to the privacy policy. You should check back for the most current version before relying on any of the provisions in this privacy policy.

Collection of Information On-line

We collect personal information (first and last names and email address) for all participating in bidding. Selected Buyer(s) will need to provide additional data as required to complete transaction according to the California Department of Real Estate (DRE) regulations.

• Information you provide. You may provide us information about yourself, such as providing your e-mail address so we can send you information about your application or contact you for further information.
• Usage logs. When you access the Services, your computer communicates a variety of information to computer servers operating the Services, your Internet Protocol address, and information about your browser program. Your usage also creates a record of what information you are requesting from the Services.

Usage and Disclosure

In general, Cimpler Real Estate, Inc. uses the information collected to provide the services and to communicate with you.

We will only share personal information in the following circumstances:

• Consent. When you consent or direct Cimpler Real Estate, Inc. to share the information.
• Affiliates and service providers. When Cimpler Real Estate, Inc. provides personal information to our affiliated companies or service providers to manage and use on our behalf, consistent with the terms of this privacy policy.
• Legal Obligation or Protection from Harm. When Cimpler Real Estate, Inc. has a good faith belief that access, use, preservation, or disclosure of the personal information is reasonably necessary to: (a) satisfy any requirement of law, regulation, legal process, or enforceable governmental request; (b) enforce or investigate a potential violation of the Terms of Use (c) detect, prevent, or otherwise respond to fraud, security or technical concerns; or (d) protect the rights, property, or safety of Cimpler Real Estate, Inc., its users, or the public against harm.
• Merger or sale. When and if Cimpler Real Estate, Inc. is involved in a merger, acquisition, or any form of sale of some or all of its business, personal information may be transferred along with the business. We may share with third parties aggregate information or information that does not personally identify individuals.

Opting Out

If you want Cimpler Real Estate, Inc. to cease sending you e-mail, you can discontinue such communication by following the instructions included in our e-mails.

Third Party Web Sites

The Cimpler Real Estate, Inc. Web site may include links to the Web sites of other companies and/or individuals. These third party Web sites may collect personal information about users, and Cimpler Real Estate, Inc.'s privacy policy does not extend to these external Web sites and third parties. Please refer directly to these third parties and Web sites regarding their privacy policies.

Storage and Security of Information

Personal information will be processed and stored by Cimpler Real Estate, Inc. and other third party Web sites in databases hosted in the United States. Cimpler Real Estate, Inc. has taken reasonable steps to protect the information users share with us, including, but not limited to, setup of processes, equipment and software to avoid unauthorized access or disclosure of this information.

Contacting Cimpler Real Estate, Inc.

If you have any questions about this privacy statement, or the privacy practices of Cimpler Real Estate, Inc., please contact us by e-mailing privacy@cimpler.com.

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