ASPEN iLISTING® END-USER LICENSE AGREEMENT


IMPORTANT: THIS IS A LICENSE, NOT A SALE. READ THIS END-USER LICENSING AGREEMENT ("EULA") CAREFULLY BEFORE USING THIS PRODUCT. INSTALLING, OPENING, ACCESSING, COPYING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS EULA AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS BELOW, DO NOT USE THIS PRODUCT.


SECTION I
DEFINITIONS


1.1 "Aspen" means Aspen Grove Solutions, a Delaware corporation and any of its successors, assigns and affiliates.

1.2 "You" or "Your" means the licensee, end-user; assigns and affiliates.

1.3 "Affiliate(s)" means any corporation, company or other legal entity that directly or indirectly is controlled by or is under the common control of Aspen;

1.4 "Computer" means a computer or an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;

1.5 "Documentation" means any accompanying printed materials, this EULA, any other license agreement that You may have with Aspen relating to this Product and "online" or electronic documentation;

1.6 "Product" means the software, housed on Aspen’s computer servers and made available to You through the Website, which allows You to store, organize, display, manipulate, compile, modify, and delete user-generated content relating to real estate sale listings, including, but not limited to, photographs, images, text, audio and visual content, and pricing information ("Con-tent") through the software, which Content may be viewed on www.aspenilisting.com.

1.7 "Use" means to access, open, manipulate, install, download, derive a benefit from, or copy the Product for any reason or purpose.

1.8 "Website" means www.AspeniListing.com


SECTION II
GRANT OF RIGHTS


2.1 Aspen grants to You a limited, non-exclusive license to Use the Product in accordance with the terms of this EULA and the Terms of Use, Privacy Policy and Acceptable Use Agreements (the "Terms") applicable to the use of www.aspenilisting.com which agreements and policies are incorporated herein by reference. Use of the Product is restricted to one individual, You.

2.2 Provided You have acquired this Product from Aspen or an Affiliate, you may Use the Product on a Computer after registering as a user of the Website and agreeing to the Terms required to Use the Product and the Website.

2.3 This EULA shall remain in effect only for so long as You are in compliance with the Terms. This EULA will terminate if You fail to comply with any of its Terms. You agree, upon termination, to destroy all copies of the Product, if applicable. The Intellectual Property Rights, Limited Warranty, Disclaimer and Limitation of Liability provisions of this EULA shall continue in force even after any termination.


SECTION III
LIMITATION OF RIGHTS


3.1. YOU MAY NOT:

  1. Use the Product other than as permitted in this EULA except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;

  2. translate, reverse engineer, decompile, or disassemble the Product except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;

  3. rent, lease, assign, sell, sublicense, lend or transfer the Product;

  4. modify the Product or merge all or any part of the Product with another program;

  5. separate the component parts of the Product for Use on more than one (1) Computer except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect.

3.2 The Product is to be Used solely through the Website. The Product is not intended to be copied, downloaded, installed or accessed off-line. The Product shall not be stored on, copied to, downloaded to Your Computer’s hard memory or any other of Your internal or external storage devices, Your server(s) or network(s) or any combination thereof, except for any temporary storage in the Random Access Memory ("RAM")of Your Computer during Your Use of the Product while online.

3.3 The Product may require You to separately acquire on-line services. Neither the Product nor this EULA gives You any right to use the Internet, any on-line services or any other services or software that may be required for You to Use all of the functions and features associated with the Product. The cost for such services shall be borne solely by You. Any and all liability resulting from such use of online or ancillary services shall be borne solely by You.

3.4 Except as expressly licensed to You in this EULA, Aspen retains all right, title and interest in and to the Product and any copies You are authorized by Aspen to make. The Product is protected by copyright, including without limitation by U.S. copyright law, international treaty provisions and applicable laws in the country in which it is being Used. Except as expressly stated herein, this EULA does not grant You any intellectual property rights in the Product. Any and all intellectual property rights in the Product are and shall remain the exclusive property of Aspen. Nothing in this EULA intends to transfer any such intellectual property rights to, or to vest any such intellectual property rights in You. You are only entitled to the limited use of the intellectual property rights granted to You in this EULA. You will not take any action to jeopardize, limit or interfere with Aspen's intellectual property rights. Any unauthorized use of Aspen's intellectual property rights is a violation of this EULA as well as a violation of intellectual property laws and treaties, including without limitation patent laws, copyright laws and trademark laws. All title and intellectual property rights in and to any third-party content that is not contained in the Product, but which may be accessed through use of the Product, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.


SECTION IV
REPRESENTATIONS AND WARRANTIES


4.1. You Represent and Warrant:

  1. that You are not a minor, that you have proper legal capacity to contract, that you have the intent to form a contract with Aspen pursuant to the terms herein, and that You agree to be bound by all of the terms and conditions set out in this EULA. Use of this Product will be an irrevocable acceptance of the terms and conditions of the EULA;

  2. that You agree to be responsible for Your Internet service provider fees, telecommunication and other charges that may apply as a result of Your Use of this Product;

  3. that You intend to Use the Product for only legitimate and legal purposes and that any and all liability that is incurred as a result of any illegitimate or illegal Use of this Product by You is borne Solely by You;

  4. that if You are agreeing to the terms of this EULA as an agent, representative, or otherwise on behalf of a business or other legal entity, that You have full authority to bind such entity to the terms of this EULA; and

  5. that all risk of damage and any and all actual damage, if any, to the Product or the Computer on which the Product is Used during the Product’s Use is assumed by You.

4.2 If You are a commercial entity or organization, You agree that upon request from Aspen or Aspen's authorized representative, You will, within thirty (30) business days following such request, fully document and certify that Your Use of any and all of the Product at the time of the request is in conformity with the terms of this EULA or any superseding license agreement that you may have with Aspen.

4.3 You agree that Aspen may audit Your use of the Product for compliance with the terms of this EULA at any time, upon reasonable notice, in the discretion of Aspen. In the event that such audit reveals any Use of the Product by You other than a Use that is in full compliance with the terms of this EULA, You shall reimburse Aspen for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.

4.4 You agree to indemnify and hold Aspen harmless from and against any and all costs, liabilities, claims, or demands (including reasonable attorney's fees and expenses of any kind whatsoever) that arise or result from Your Use, reproduction or distribution of the Product, documentation, or promotional or sales materials.

4.5 In Your Use of the Product, You agree and certify that you will not disparage, tarnish, or blur Aspen's trademarks in any way.

4.6 You represent and warrant that any registration information that you provide as required prior to Your Use of the Product, will be true, accurate, current and complete. You further agree to update your registration information, as necessary to maintain its status as accurate, current and complete at all times while You Use the Product.

4.7 You certify that the content that you submit through the Website in Your Use of the Product, shall be non-infringing content and shall be content either created by you or content that you have legal authority to use, display, compile, license, assign, sell and generally benefit from.


SECTION V
YOUR CONTENT AND CONDUCT


5.1 When You submit Content Using the Product, including text, photographs, music, sound, video or other material. You understand that Aspen does not guarantee any confidentiality with respect to any Content that You submit.

5.2 You hereby acknowledge that prior to submitting Content, You must first also agree to the terms and conditions of the www.AspeniListing.com Terms of Use Agreement, incorporated herein by reference. If you do not agree to the terms and conditions of all of the Agreements listed in this Section, in their entirety, do not Use the Product.

5.3 You shall be solely responsible for Your own Content and the consequences of submit-ting and publishing Your Content on the Service. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to publish Content You submit; and You license to Aspen all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms.

5.4 For clarity, You retain all of Your ownership rights in Your Content. However, by submitting Content through the Product, You hereby grant Aspen a worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Product and Aspen's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Product (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of www.AspeniListing.com a limited, non-exclusive license to access Your Content through that website, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Product and pursuant to the Terms. The above licenses granted by You related to use of the Content You submit through the Product terminate within a commercially reasonable time after You remove or delete Your Content. You understand and agree, however, that Aspen may retain, but not display, distribute, or perform, server copies of Your Content that have been removed or deleted.

5.5 You further agree that Content You submit through the Product will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless You have permission from the rightful owner of the material or You are otherwise legally entitled to post the material and to grant Aspen all of the license rights granted herein.

5.6 Aspen does not endorse any Content submitted through the Product by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and Aspen expressly disclaims any and all liability in connection with Content. Aspen does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Aspen will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Aspen reserves the right to remove Content without prior notice.


SECTION VI
PRODUCT UPDATES, NEW VERSIONS
AND THIRD PARTIES' SOFTWARE


6.1 You acknowledge that Aspen may, but is under no obligation to, from time to time provide You with additional features, functions, patches, plug-ins, service packs, updates or other similar files related to this Product ("Updates"). You further acknowledge and accept that Aspen need only provide You with reasonable advance notice of the employment and utilization of any such Updates, which notice shall be in the sole discretion of Aspen.

6.2 Any Updates employed by Aspen or its Affiliates may only be Used in conjunction with the Product and are subject to the terms of this EULA. You are granted a non-exclusive, limited license to Use the Updates only with the Product provided that You still possess a valid license from Aspen for the Product.

6.3 You acknowledge and agree that Aspen has no obligation to make available to You any subsequent versions of the Product. You also agree that You may have to enter and actively assent to an updated version of this EULA in the event that You want to Use a new version of the Product. Furthermore, You acknowledge and agree that Aspen, in its sole discretion, may modify or discontinue or suspend Your ability to Use any version of the Product, and/or disable any Product You may already have accessed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Aspen's discretion, are in breach of this EULA or the Terms of the Website or both, have potentially incurred legal liabilities as a result of Your Use of the Product, are acting inconsistently with the letter or spirit of Aspen's policies, or are engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Aspen will not accept any liability in relation to the direct or indirect damages caused by: (i) the release and/or the absence of release of new versions of the Product; and (ii) the suspension or termination of this EULA by it and/or by You.


SECTION VII
WARRANTY AND LIMITATION OF VENDOR LIABILITY


7.1. LIMITED WARRANTY: Except as may be otherwise provided in this EULA, Aspen warrants to the person or entity that first acquires a license to Use this Product that this Product will be free from defect for ninety (90) days from the date that You began Using the Product. If You are unable to Use the Product for the purpose intended due to the fault of Aspen and promptly notify Aspen of the defect, Aspen shall repair the defect. THIS REMEDY IS YOUR EXCLUSIVE REMEDY AND THE VENDOR'S AND ITS AFFILIATE'S ENTIRE LIABILITY FOR BREACH OF THIS WARRANTY OR, WHERE PERMITTED BY APPLICABLE LAW, FOR ANY OTHER CAUSE OF ACTION (INCLUDING NEGLIGENCE) CONCERNING ANY DEFECT IN MATERIALS OR WORKMANSHIP IN RELATION TO THE PRODUCT. THIS LIMITED WARRANTY GIVES YOU CERTAIN LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL LEGISLATED RIGHTS WHICH MAY VARY FROM JURISDICTION TO JURISDICTION.

7.2. DISCLAIMER: EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE VENDOR AND ITS SUPPLIERS AND DEALERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. WHERE ANY NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION OF LAW, TO THE EXTENT PERMISSIBLE BY LAW, THE VENDOR LIMITS ITS LIABILITY TO, AT ITS OPTION, THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF EQUIVALENT GOODS, OR THE COST THEREOF.

7.3. LIMITATION OF LIABILITY: SUBJECT TO THE EXPRESS LIMITED WARRANTY ABOVE, IN NO EVENT WILL THE VENDOR, ITS DEALERS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION WHATSOEVER) OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF THE VENDOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. THE VENDOR IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. IN THE EVENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT VALID IN YOUR JURISDICTION, THE VENDOR'S MAXIMUM AGGREGATE LIABILITY AND THAT OF THE VENDOR'S DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THE VENDOR IS ACTING ON BEHALF OF ITS DEALERS AND SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND/OR LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY AS PROVIDED IN THIS EULA, BUT IN NO OTHER RESPECTS.


SECTION VIII
GENERAL PROVISIONS


8.1. This EULA is the entire license between You and Aspen, superseding any other license or discussions, representations or advertising, oral or written, other than a separate, valid, existing and applicable license agreement entered into between You and Aspen or any of its Affiliates (the "Other EULA") in which case that Other EULA governs to the extent of any inconsistency between this EULA and the Other EULA.

8.2. This EULA shall be governed by the internal laws of the State of Maryland, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Frederick County, Maryland or the federal courts of Maryland to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

8.3. If any provision of this EULA is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the EULA and the other provisions shall remain in full force and effect. Except as expressly set forth herein to the extent permitted by applicable law, this EULA shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer.

8.4. You agree that You will not remove, obscure, make illegible or alter any notices or indications of Aspen's rights, including, but not limited to, its intellectual property rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.

8.5. The failure to exercise, or delay in exercising, a right, power or remedy provided by the terms of this EULA or by law shall not constitute a waiver of that right, power or remedy. If Aspen waives a breach of any provision of the terms of this EULA, such waiver shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING THE PRODUCT, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO THE VENDOR THE RIGHTS SET FORTH HEREIN.

ASPEN iLISTING® TERMS OF USE AND PRIVACY STATEMENT


IMPORTANT: READ THIS TERMS OF USE AND PRIVACY POLICY AGREEMENT CAREFULLY BEFORE USING, VIEWING OR ACCESSING THE SERVICE LOCATED AT WWW.ASPENILISTING.COM. OPENING, ACCESSING, COPYING OR OTHERWISE VIEWING OR USING THE FEATURES OF THE SERVICE INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS BELOW, DO NOT USE THE SERVICE.

This Terms of Use and Privacy Policy Agreement ("TOU") applies to the use and enjoyment of the Aspen iListing website, found at www.aspenilisting.com (the "Website") to access online real estate information management services branded under Aspen iFamilyTM of services (Aspen iAgent®, Aspen iProperty®, Aspen iVendor®, Aspen iListing®, Aspen iClient®) (the "Service(s)"). Subject to these terms and conditions of the TOU, the Privacy Policy, and the Acceptable Use Policy (below) (the "Terms"), Aspen will provide the Service, which is accessible on the World Wide Web. You have only a limited, non-exclusive, non-transferable right to use the Service for Your personal use and internal business operations. The Services provided are owned by Aspen Grove Solutions ("Aspen"), a Delaware corporation and any of its successors, assigns and affiliates. The Service features and capabilities may vary depending on the version or level of the Service provided with these TOU. As used in the TOU, Privacy Policy, and Acceptable Use Policy, the terms "You", "Your", "Yourself" or "User" all refer to the person or entity using the Service in any way. This TOU is an Agreement between Aspen and You.

1. Acceptance of Service:

  1. By using, viewing, accessing, opening or visiting the Website or by using or accessing Aspen's software, data feeds, or services provided to You on, from, or through the Website, You signify Your agreement to the Terms. If You do not agree to these Terms in their entirety, do no not use the Service.

  2. Although we may attempt to notify You when changes are made to these Terms, You should periodically review the most up-to-date version, located on the homepage of the Website. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.


2. The Service:

  1. These Terms apply to all Users of the Service. "Content" includes the text, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials You may view through, or access through the Service. The Service includes all aspects of the Aspen iFamilyTM brand of real estate management services, including but not limited to all products, software and services offered via the Website, and Aspen's other websites and software applications.

  2. The Service may contain links to third-party websites that are not owned or controlled by Aspen. Aspen has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, Aspen will not and cannot censor or edit the content of any third-party site. By using the Service, You expressly relieve Aspen from any and all liability arising from Your use of any third-party website.

  3. Accordingly, we encourage You to be aware when You leave the Service and to read the terms and conditions and privacy policy of each other website that You visit.

  4. To use the Service, You must, at Your own expense, obtain access to the World Wide Web, either directly or through devices that access web-based content. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. The Service supports Users whose principle place of business is within the United States of America and U.S. Territories.


3. Accounts:

  1. To access some of the features of the Service, You must create a personal User account. You may never use another's account without permission. When creating Your account, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service's registration form(s) ("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 Aspen has reasonable grounds to suspect is untrue, inaccurate, not current or incomplete, Aspen may suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).

  2. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify Aspen immediately of any breach of security or unauthorized use of Your account.

  3. Although Aspen will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Aspen or others due to such unauthorized use.


4. Use of the Service:

Aspen hereby grants You permission to access and use the Service as set forth in these Terms, provided that:

  1. You agree not to distribute in any medium any part of the Service or the Content without Aspen's prior written authorization.

  2. You agree not to alter or modify any part of the Service.

  3. You agree not to use the Service for any of the following commercial uses unless You obtain Aspen’s prior written approval:

  4. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," to harvest, collect, scrape, or aggregate information from the Website or any related software, databases, or other Aspen websites. You further agree not to collect or harvest any personally identifiable information, including account names and information, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for spamming purposes.

  5. You agree to not use the Service to (1) interfere with or disrupt the Service or servers or networks connected to the Service; (2) violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of the security exchange; or (3) incite or provide instructional information about illegal activities.

  6. You acknowledge that Aspen may establish from time to time general practices and limits concerning use of the Service, including without limitation, establishing the maximum amount of storage space You have on the Service at any time, as well as limiting the number of times (and the maximum duration for which) You may access the Service in a given period of time. You agree that Aspen has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted to or from the Service. As a condition of use for this Service, You agree that, in the event of an error with Your Service, a Service technician shall be permitted to access Your information as necessary to resolve the problem.

  7. You certify and agree that You are not a minor, that you have proper legal capacity to contract, that you have the intent to form a contract with Aspen pursuant to the Terms herein, and that You agree to be bound by all of the Terms of this TOU. Use of this Product will be an irrevocable acceptance of the terms and conditions of the this TOU;

  8. In Your use of the Service, You will comply with all applicable laws.

  9. Aspen reserves the right to discontinue any aspect of the Service at any time.


5. Use of Content:

In addition to the general restrictions above, the following restrictions and conditions apply specifically to Your use of Content.

  1. The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to Aspen, subject to trademark, copyright and other intellectual property rights under the law.

  2. Content is provided to You AS IS. You may access Content for Your information and personal use solely as intended through the provided functionality of the Service and as permitted under this TOU. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Aspen or the respective licensors of the Content. Aspen and its licensors reserve all rights not expressly granted in and to the Service and the Content.

  3. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

  4. Although Aspen has the legal right to use Content that is derived from a variety of sources pursuant to the Terms of this TOU, Aspen does not monitor such Content. Therefore, Content from third-party sources, including, but not limited to, user-generated Content may be in violation of the Terms unbeknownst to Aspen. Accordingly, You understand that when using the Service, You may be exposed to Content from a variety of sources, and, Aspen is not responsible for the accuracy, usefulness, safety, or protection of the intellectual property rights of or relating to such Content. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against Aspen with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Aspen, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to Your use of the Service.


6. No Endorsement of User-Generated Content:

Aspen does not endorse any Content submitted to the Service by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and Aspen expressly disclaims any and all liability in connection with such Content. Aspen does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Aspen will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Aspen reserves the right to remove Content without prior notice.


7. Digital Millennium Copyright Act Compliance:

  1. If You are a copyright owner or an agent thereof and believe that any Content infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

    2. Aspen's Copyright Agent can be reached regarding notifications of claimed infringement via the following contact information: Copyright Agent, 706 West Patrick Street, Frederick, Maryland 21701 telephone: (240) 345 3430, E-mail: copyrights@ aspengrovesolutions.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Aspen Customer Service (ifamilysupport@aspengrovesolutions.com). You acknowledge that if You fail to comply with all of the requirements of this Section Your DMCA notice may not be valid.

  2. Counter-Notice. If You believe that Your Content that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in Your Content, You may send a counter-notice containing the following information to the Copyright Agent:

    • Your physical or electronic signature;

    • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

    • A statement that You have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

    • Your name, address, telephone number, and e-mail address, a statement that You consent to the jurisdiction of the federal court in Maryland, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by the Copyright Agent, Aspen may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or User, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Aspen's sole discretion.


8. Account Termination Policy:

  1. You acknowledge and agree that Aspen may suspend or terminate Your account and/or deny You access to, use of, or submission of Content for, all or part of the Service, without prior notice, if You engage in any conduct that Aspen believes, in its sole discretion: (a) violates any term or provision of the TOU, (b) violates the rights of Aspen or third parties, (c) or is otherwise inappropriate for continued access and use of the Service. In addition, Aspen reserves the right to terminate inactive membership accounts. You agree that upon termination of the Service, either by You or Aspen, Aspen may delete all Content and information related to Your account and may bar Your access to Your account and the Service including, but not limited to, access to any of Your Content entered into or used in connection with the Service. Further, You agree that Aspen shall not be liable to You or any third-party for any termination of Your access to the Service. You agree to defend, indemnify and hold Aspen harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees and expenses) arising from: (i) any inaccuracy or falsity related to the Content or the Personal Information (as defined in the Privacy Policy) and, (ii) Your violation of the TOU, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation shall survive the termination of Service.

  2. Aspen will terminate a User's access to the Service if, under appropriate circumstances, the User is determined to be in breach of the Terms of this TOU, including, but not limited to the case where it is found that the User has repeatedly infringed upon another's copyright, trademark or other intellectual property rights.

  3. Aspen reserves the right to decide whether Content violates these Terms for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Aspen may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a User's account or prohibit said User from continued use of the Service for submitting such material in violation of the Terms of this TOU.


9. Modifications of Service and Agreement:

  1. Aspen reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof). You agree that Aspen shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service or loss of access to the Content. Aspen may specify from time to time the version(s) of related products required in order to use the Service (e.g. supported browser versions).

  2. You agree that Aspen may modify the TOU if necessary to comply with any other agreements that Aspen is currently bound by or will be bound by in the future, and/or with applicable law, as well as to adjust to changing business circumstances. Aspen shall make its best efforts to promptly notify You of such changes. Where such changes are made and where Aspen has not already asked for Your active assent to such changes through a "click-through" or other such mechanism, Your continued use of the Service shall constitute Your acceptance of the TOU with the new modifications. If You do not agree to any of such changes, You should immediately cease all access and use of the Service. You agree that such termination of Your use of the Service will be Your sole and exclusive remedy if You do not wish to abide by any changes to the TOU.


10. No Resale of, Alternative Access to, or Reverse Engineering of the Service:

  1. You agree not to copy, sell, resell, rent or sublicense (including offering the Service to third parties on an applications service provider or time-sharing basis), lease, loan, give, redistribute, or create a derivative work of any portion of the Service, use of the Service, or access to the Service.

  2. You agree not to access the Service by any means other than through the interface that is provided by Aspen for use in accessing the Service. You may not use, copy, modify or transfer the Service, in whole or in part, except as expressly provided in the TOU.

  3. You agree to not make any attempt to decompile, disassemble or reverse engineer the Service or otherwise discover or derive the source code or underlying processes, ideas, structure, organization or algorithms of the Service.


11. Disclaimer of Representations and Warranties:

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

  1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY CONTENT OR ADD-ON FEATURES THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ASPEN AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND 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. ASPEN AND ITS SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE AND ANY CONTENT OR ADD-ON FEATURES THROUGH THE SERVICE (i) WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE, AND (iv) WILL MEET YOUR QUALITY EXPECTATIONS OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE. ASPEN EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY LAWS OR REGULATIONS DESCRIBED IN THE SERVICE HAVE BEEN DESCRIBED ACCURATELY OR COMPLETELY AND THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO STATE PROFESSIONAL LICENSING LAWS, THE HEALTH INSURANCEPORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.

  3. ANY CONTENT OR MATERIAL TRANSFERRED FROM, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR ADD-ON FEATURES THROUGH THE SERVICE ARE DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA AND/OR CONTENT THAT RESULTS FROM THE TRANSFER OR DOWNLOAD OF ANY SUCH MATERIAL.

  4. NO ADVICE, OPINION, STATEMENT OF PUFFERY, SALES CLAIM OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASPEN OR THROUGH OR FROM THE SERVICE OR ADD-ON FEATURES THROUGH THE SERVICE SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.


12. Limitation of Liability:

  1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ASPEN AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF ASPEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE, CONTENT AND/OR ANY INFORMATION; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, CONTENT, INFORMATION OR SERVICE 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 CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE;

  2. YOU ALSO AGREE THAT ASPEN WILL NOT BE LIABLE FOR ANY (i) INTERRUPTION OF BUSINESS, (ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS THROUGH THIS SERVICE; (iii) CONTENT NON-DELIVERY, MIS-DELIVERY, ERRORS, OMISSIONS, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; OR (iv) EVENTS BEYOND ASPEN'S REASONABLE CONTROL; AND

  3. IN NO EVENT SHALL ASPEN'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO ASPEN FOR THE SERVICE, BUT IN NO EVENT GREATER THAN THREE HUNDRED FORTY-NINE DOLLARS ($349.00). SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTYS OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, ASPEN'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.


13. General Information:

  1. The TOU constitutes the entire agreement between You and Aspen and governs Your use of the Service, superseding any prior agreements between You and Aspen (including, but not limited to, any prior versions of the TOU and Privacy Policy) with respect to its subject matter. You also may be subject to additional terms and conditions that may apply when You use affiliate or other Aspen services, third-party content or third-party software.

  2. Except as otherwise provided herein, the TOU shall be governed by the laws of the State of Maryland without regard to any conflict of law provisions.

  3. The TOU does not limit any rights that Aspen may have under trade secret, copyright, patent, trademark or other laws.

  4. The failure of Aspen to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remains in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the TOU must be filed within one (1) year after such claim or cause of action arose but no later than one (1) year after Your use of the Service has terminated for any reason or be forever barred.

  5. The section titles in the TOU are for convenience only and have no legal or contractual effect.

  6. The TOU shall inure to the benefit of Aspen and its successors, assigns and affiliates.


14. Non-Discrimination Policy:

Aspen does not discriminate on the basis of race, color, sex, religion, national origin, handicap or familial status in the establishment of fees, entrance qualifications or standards for the use of the Service.


15. Government End-User Notice:

The Service is a "Commercial Item," as that term is defined at 48 C.F.R § 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. §§ 12.212, 227.7202-1 through 227.7202-4, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end-Users (a) only as Commercial Items and (b) with only those rights as are granted to all other end-Users pursuant to the terms and conditions herein.


16. Survival:

All representations and warranties contained in this TOU shall survive after Your use of the Service has terminated for any reason. TERMS OF USE UPDATED: DECEMBER 31, 2011

Aspen iListing® Acceptable Use Policy

1. Responsibility for Content

You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you and other third parties, and not Aspen, are solely and entirely responsible for all Content that you upload or otherwise view or transmit via the Services. Aspen does not control the Content uploaded or otherwise transmitted by you or other third parties via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content.


2. Other Conduct

You agree to not use the Services to: (a) upload or otherwise transmit any Content or domain name that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm or exploit minors in any way; (c) impersonate any person or entity, including, but not limited to, any Aspen representative, or misrepresent your affiliation with any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; (e) upload or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual relationships (including but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload or otherwise transmit any Content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, except in those areas of the Services that may be designated for such purpose; (h) upload or otherwise transmit 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; (i) interfere with or disrupt the Services or servers or networks connected to the Services; (j) violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any securities exchange, and laws regarding the export of technical data; (k) incite or provide instructional information about illegal activities; or (l) conduct raffles, contests, lotteries or sweepstakes, except in those areas of the Services that may be designated for such purpose.


3. Other

This Acceptable Use Policy is subject to change at any time without notice.

TERMS OF USE UPDATED: APRIL 25, 2012

Aspen Grove Solutions Privacy Statement


This privacy statement applies to the online services (the "Services") branded under the Aspen iFamily™ suite of services, all other property solution services and other online services provided by Aspen Grove Solutions. The Services provided are owned by Aspen Grove Solutions (hereafter Aspen) a Delaware corporation and any of its successors, assigns and affiliates ("Aspen").

Aspen is committed to protecting your privacy. This "Privacy Statement" explains data collection and use practices of the Aspen iListing™ , Aspen iClient® , Aspen iVendor® , Aspen iProperty®, Aspen iAgent®, Aspen iLearnTM or other Aspen Grove sites (the "Site"). By accessing the Site or using the Services, you are consenting to the information collection and use practices described in this Privacy statement.

The Services' features and capabilities may vary depending on the particular Service(s) to which you subscribe. The terms "you", "your", "yourself" and "user" all refer to the person or entity using the Services in any way.

Aspen is a property management solution company with operations in various countries around the world and provides property management solutions to its corporate clients. Aspen processes the personal data belonging to its corporate clients on behalf of those clients. In order to fulfill this function Aspen receives the personal data of individuals from its corporate clients.

Storing of Personal Information

Aspen stores and processes personal information on behalf of our corporate clients. Our corporate clients are the data controllers for this data and are responsible for ensuring that it is collected and processed in accordance with their own privacy policy and any applicable laws and regulations.Aspen act as data processors for our corporate clients and are obliged to ensure we meet, or exceed, the data protection and privacy requirements of our corporate clients

In the course of serving its customers, Aspen acquires, stores and transmits customer information that may contain personal information. Personal information - such as the customer's name, address, telephone number, electronic mail address, skills and qualifications, photographic, insurance policy details, and credit card data - is provided to Aspen by its customers in order to establish and provision service.

Some of our websites enable visitors to provide personal information for the purpose of submitting requests for information or other queries. Such information may include the IP address of your computer, your name, your email address, location and/or phone number. By providing Aspen with this information, you consent to your information being collected, used, disclosed and stored by us in accordance with this Privacy Statement. Any such information is not provided to third parties and will be used by Aspen solely for the purpose you gave it to us. Please note that such personal data may be anonymised to enable Aspen perform statistical, troubleshooting or performance monitoring.

Use of Your Personal Information

Personal information stored and processed by Aspen will only be used for the purposes it was given to us, whether directly by you or by our corporate clients.

Disclosure of Personal Information and Transfers
Aspen does not disclose an individual's personal information to third parties except when:

Security
 Aspen protects the confidentiality of its customers' personal contact and account information. To secure the information collected online, prevent unauthorized access, maintain data accuracy and ensure only appropriate use of information that is collected from customers, Aspen has implemented appropriate physical, electronic, and managerial procedures in line with the ISO 27001:2005 Information Security standard. Further, Aspen requires that employees keep customer information confidential.

Aspen cautions its customers and website visitors that no medium of communication, including the Internet, is entirely secure.

Data Integrity

Aspen processes personal information only in ways compatible with the purpose for which it was collected or authorized. To the extent necessary for such purposes, Aspen takes reasonable steps to ensure that data is reliable for its intended use, accurate, complete, and current

Data Access Requests

There are two ways that Aspen shall respond to individuals' requests for copies of their personal data held on Aspen's systems. These are;

Inaccurate Personal Data

If Aspen is holding inaccurate personal data relating to you then you can request us to correct that information.

Data Retention

It is Aspen's policy to retain personal data for no longer than necessary. For personal data we process on behalf of our corporate clients Aspen will comply with our clients' data retention policies.


For personal data submitted directly to us, Aspen will only retain that data for as long as it is necessary to carry out the purpose for which that personal data was gathered. Once that purpose is complete the personal data will no longer be retained.

All personal data that is no longer required to be retained shall be securely destroyed.

EU and Swiss Safe Harbor framework

Aspen complies with the U.S.-EU Safe Harbor Framework and the U.S. Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries and Switzerland. Aspen has certified that it adheres to the Safe Harbor Principles of notice, choice, onward transfer, security, data integrity, access and enforcement. Details of our certification can be found at http://safeharbor.export.gov/companyinfo.aspx?id=16861


Irish Data Protection Notification

Aspen has a registered office in Ireland and as such any personal information stored and processed by Aspen will be treated with the highest standards of security and confidentiality and strictly in accordance with the Data Protection Acts, 1988 & 2003

Enforcement
 Aspen is committed to ensuring all customer personal information is handled in a manner consistent with the purpose for which the information was obtained. If a customer has inquiries or complaints about how their personal information is handled, please send an email to privacy@aspengrovesolutions.com . We will provide answers or begin investigations as necessary.

Amendment
 Aspen may amend this policy from time to time by posting a revised policy on this website, or a similar website that replaces this website. If Aspen amends the policy, the new policy will apply to personal information previously collected only insofar as the rights of the individuals affected are not reduced. So long as Aspen adheres to the Safe Harbor Principles, we will not amend our policy in a manner inconsistent with the Safe Harbor Principles.

Contact Information

If a customer has inquiries or complaints about how their personal information is handled, please send an email to privacy@aspengrovesolutions.com. We will provide answers or begin investigations as necessary.