Terms and Conditions

1. Contractual Relationship

   This site (the “Site”) is operated by SiriusFusion, LLC, its subsidiaries, and its affiliates (collectively “SiriusFusion”). By accessing or using this Site, or any part thereof, you agree to be legally bound by the terms and conditions that follow (the "Terms") as modified from time to time. You agree that SiriusFusion may modify these Terms at any time and for any reason without your consent. These Terms apply to your use of this Site, including SiriusFusion services offered via the Site. These Terms constitute a legal contract between you and SiriusFusion, and by accessing or using any part of the Site you represent and warrant that you have the right, power and authority to agree to and be bound by these Terms. If you do not agree to the Terms, or if you do not have the right, power, and authority to agree to and be bound by these Terms, you may not use the Site. Notwithstanding anything to the contrary herein, if you and SiriusFusion have entered into a separate written agreement that covers your use of any SiriusFusion service, the terms and conditions of such agreement shall control with respect to such service to the extent they are inconsistent with these Terms.
   
   SiriusFusion shall be entitled to immediately terminate these Terms or any Services (as defined herein) with respect to you, or generally cease offering or deny access to the Site (as defined herein), Service or any portion thereof, at any time for any reason in its sole discretion.

2. The Services

   The Services provided by SiriusFusion consist of a technology platform that enables users of SiriusFusion to manage and share real estate transaction information (the “Real Estate Information”) facilitated through the Site (the “Exchange”). The Real Estate Information may include but not be limited to: data, text, software, photographs, images, graphics, organization, layout, design, transaction information, assessments, databases containing the aforementioned, and other various content contained on or provided through the Exchange.

3. Purpose of the Site

   The Site is intended to provide information about commercial real estate and SiriusFusion. The Real Estate Information and Services offered on or through this Site are provided solely for general business information, do not constitute real estate, legal, tax, accounting 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 or 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.

4. Ownership

   The Services and Real Estate Information are and shall remain SiriusFusion’s property, except that information provided by users remains the respective user’s intellectual property, subject to the granting of a license as provided herein. Neither these Terms nor your use of the Services or Real Estate Information conveys or grants to you any rights:

   1. In or related to the Services or Real Estate Information except for the limited license granted herein; or
   2. To use or reference in any manner SiriusFusion’s company name, logos, product and service names or trademarks.

5. Licensing

   1. Grant of License by SiriusFusion

      Subject to your compliance with these Terms, SiriusFusion grants you a limited, non-exclusive, revocable, non-transferrable license to access and use the Services and the Real Estate Information. Any rights not expressly granted herein are reserved by SiriusFusion. The license is subject to the following restrictions. You may not:
      1. remove any copyright, trademark or other proprietary notices from any portion of the Services or Real Estate Information;
      2. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Real Estate Information except as expressly permitted by SiriusFusion;
      3. decompile, reverse engineer or disassemble the Services or Real Estate Information except as may be permitted by applicable law;
      4. link to, mirror or frame any portion of the Services or Real Estate Information;
      5. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or Real Estate Information or unduly burdening or hindering the operation and/or functionality of any aspect of the Services or Real Estate Information; or
      6. attempt to gain unauthorized access to or impair any aspect of the Services or Real Estate Information or its related systems or networks.

   2. Grant of License by You

      Any content provided by you during the course of your participation in these Services, use of the Site, or use of Real Estate Information (the “User Content”) remains your property. However, by providing any User Content to SiriusFusion, you grant SiriusFusion a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner, including for its own sole profit,such User Content provided by you in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Real Estate Information and SiriusFusion’s business and services), without further notice to or consent from you, and without the requirement of payment or compensation to you or any other person or entity. Said license continues with content already provided even if your participation with SiriusFusion ceases.

6. Submission of User Content

   By submitting or providing any User Content to SiriusFusion, you represent and warrant that:

   1. you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant SiriusFusion the license to the User Content as set forth above; and
   2. neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor SiriusFusion's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
      
      Specifically, you represent and warrant that any User Content does not infringe upon any intellectual property rights held by CoStar Realty Information, Inc., its affiliates, or subsidiaries (collectively “CoStar”) or Costar users or similar types of providers. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by SiriusFusion in its sole discretion, whether or not such material may be protected by law. SiriusFusion may, but shall not be obligated to, review, monitor, or remove User Content, at its sole discretion and at any time and for any reason, without notice to you. You further agree to comply with Your Use of the Services section of these Terms.

7. Transparency of Submission of User Content

   You agree and acknowledge that you must disclose yourself and your identity as the owner of any User Content provided. You also agree and acknowledge that SiriusFusion shall be entitled to disclose your identity as the owner of any User Content provided. SiriusFusion shall be entitled to disclose such ownership information of User Content to users of this Site and in any other way SiriusFusion desires.
   
   The purpose of transparency of User Content is to allow any party accessing User Content to easily identify the owner of such User Content and/or Real Estate Information.

8. Your Use of the Services

   1. User Accounts

      In order to use most aspects of the Services or the Real Estate Information, you must register for and maintain an active user account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to SiriusFusion certain personal information, such as your name, company business name, address, phone number, professional license information (including expiration), and primary role in the real estate field. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired license on file, may result in your inability to access and use the Services or SiriusFusion's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.

   2. User Requirements and Conduct

      The Service and Real Estate Information are not available for use by persons under the age of 18. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to use the Services and Real Estate Information only for lawful purposes and to comply with all applicable laws when using the Services and Real Estate Information. You agree that you will only provide, to the best of your knowledge, true and accurate information; and in no case shall provide false or fraudulent information. You will not, in your use of the Services or Real Estate Information, cause nuisance, annoyance, or otherwise inconvenience any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

   3. Non-Agency

      SiriusFusion is expressly not obligated to, and will not, act as any party's agent in connection with resolving any disputes between buyers and sellers or users of the Services related to or arising out of any transaction associated with the Services of the Real Estate Information.

   4. Network/Internet Services

      You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. SiriusFusion does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

9. Payment

   You understand that use of the Services may result in charges (“Charges”) to you for the Real Estate Information made available to you by SiriusFusion or by purchase from a third party provider (“Third Party Provider”). After you have received Real Estate Information obtained through your use of the Service, SiriusFusion will facilitate your payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by SiriusFusion. You retain the right to request a reduction, discount or refund from a Third Party Provider for services received by you from such Third Party Provider. SiriusFusion will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service. As between you and SiriusFusion, SiriusFusion reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in SiriusFusion's sole discretion. This payment structure is intended to fully compensate the Third Party Provider for the information services provided. After you have received services obtained through the Service, you will eventually have the opportunity to rate the information and leave additional feedback about your Third Party Provider and/or the information provided by the Third Party Provider.
   
   You are responsible for the timely payment of any Charges incurred by your use of the Services or Real Estate Information, and all taxes applicable to your use of the Services and Real Estate Information.
   
   SUBJECT TO THESE TERMS, SIRIUSFUSION RESERVES THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF CHARGES FOR ACCESS TO THE SERVICES AND/OR REAL ESTATE INFORMATION, AND THE MANNER IN WHICH SUCH CHARGES ARE ASSESSED.
   
   You agree to provide SiriusFusion with accurate and complete registration and billing information and to promptly update such information in the event that it changes and to pay any other applicable fees incurred by your use of the Services and/or Real Estate Information.

10. Disclaimer

    YOUR USE OF AND RELIANCE UPON ANY AND ALL INFORMATION AND SERVICES, INCLUDING WITH RESPECT TO ANY REAL ESTATE INFORMATION, CONTAINED IN OR PROVIDED THROUGH THE SITE IS AT YOUR SOLE RISK. SUCH INFORMATION AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SIRIUSFUSION DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SIRIUSFUSION MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE ACCURACY, RELIABILITY, APPROPRIATENESS, VERACITY, VALUE, COMPLETENESS, TIMELINESS, SUFFICIENCY, QUALITY, SUITABILITY, OR AVAILABILITY OF METHODS OR INFORMATION PERTAINING TO REAL ESTATE INFORMATION, THE SERVICES OR ANY SERVICES RECEIVED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SIRIUSFUSION DOES NOT GUARANTEE THE QUALITY, SUITABILITY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND REAL ESTATE INFORMATION, AND ANY SERVICE RECEIVED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
    
    IN NO EVENT WILL SIRIUSFUSION BE LIABLE TO YOU, OR ANY USER OF THESE SERVICES OR REAL ESTATE INFORMATION, OR ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON THE REAL ESTATE INFORMATION CONTAINED IN OR PROVIDED THROUGH THESE SERVICES. ANY MATERIAL YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THESE SERVICES IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, YOUR WEBSITE, LOSS OF DATA, OR OTHER PERSONAL LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

11. Limitation of Liability

    SIRIUSFUSION SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR REAL OR INTELLECTUAL PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES OR REAL ESTATE INFORMATION, EVEN IF SIRIUSFUSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIRIUSFUSION SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES, REAL ESTATE INFORMATION OR YOUR INABILITY TO ACCESS OR USE THE SERVICES OR REAL ESTATE INFORMATION; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SIRIUSFUSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SIRIUSFUSION SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SIRIUSFUSION'S REASONABLE CONTROL. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

12. Indemnity

    You agree to indemnify and hold SiriusFusion and its officers, directors, employees, agents, shareholders, affiliates, suppliers, successors and assigns harmless from any and all claims, demands, losses, liabilities, expenses (including attorneys' fees), judgments, and/or settlements, arising out of or in connection with:

    1. your use of the Site, the Services or Real Estate Information;
    2. your breach or violation of any of these Terms;
    3. SiriusFusion's use of your User Content;
    4. your submission of User Content in which you are not the owner of such content; or
    5. your violation of the rights of any third party, including Third Party Providers.
    
    If you cause a technical disruption of the Site, the Services, or Real Estate Information, 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, SiriusFusion'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 Site, the Services, and Real Estate Information or any portion thereof and permanent deletion or destruction of all portions of the Real Estate Information within your possession, custody or control. If SiriusFusion retains any third party to obtain any remedy to which it is entitled under these Terms, SiriusFusion shall be entitled to recover all costs, including attorney's fees or collection agency commissions, SiriusFusion incurs.

13. Privacy

    SiriusFusion 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. SiriusFusion will not be responsible for any damages you or others may suffer as a result of the loss of confidentiality of any such information. SiriusFusion reserves the right, and you authorize us, to use the User Content and any and all other personal information provided by you.

14. Trademarks

    The Real Estate Information may employ various trademarks and service marks of SiriusFusion 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.

15. Dispute Resolution

    1. Arbitration You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and SiriusFusion, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and SiriusFusion are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding.
    2. Arbitration Rules and Governing Law The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
    3. . Arbitration Process A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the applicable jurisdiction and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
    4. Arbitration Location and Procedure Unless you and SiriusFusion otherwise agree, the arbitration will be conducted in the State of Utah. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and SiriusFusion submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
    5. Arbitrator's Decision The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
    6. Fees Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

16. Jurisdiction

    SiriusFusion is headquartered in the Salt Lake City, Utah of the United States. These Terms and your use of this Site, the Services, and Real Estate Information shall be governed by the laws of the State of Utah without regard to its conflicts of laws principles. Unless otherwise agreed to in writing, the federal and state courts located in the Utah shall be the exclusive jurisdiction for any action brought against SiriusFusion in connection with these Terms or use of the Services. You irrevocably consent to the jurisdiction and venue of the federal and state courts located in the State of Utah, and to the jurisdiction of the federal, provincial and/or state courts located in any state or province where you are located, for any action brought against you in connection with these Terms. Notwithstanding the foregoing, all disputes shall be settled by the Dispute Resolution Section above.

17. Termination of Services

    You acknowledge and agree that SiriusFusion may interrupt, terminate, discontinue, or block your access to the Services and Real Estate Information or portions thereof at any time. SiriusFusion reserves the right to terminate or suspend your use of the Site, the Services, and/or Real Estate Information or to terminate any license upon a good faith determination of a violation of these Terms or any material provision of any other agreement. In the event such suspension or termination occurs, you shall cease using any portion of the Services and Real Estate Information, permanently delete or destroy all portions of the Real Estate Information within your possession, custody or control, and, upon written request from SiriusFusion, certify, in writing, your compliance with this provision.

18. Modifications to Product; Changes to these Terms

    SiriusFusion is continuously updating and changing the Services and Real Estate Information, 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) with or without notice. You agree that SiriusFusion shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, the Services, and/or the Real Estate Information (or any part thereof). Additionally, we reserve the right, in our complete and sole discretion, to change these Terms at any time. It is your responsibility to check periodically for any changes we may make to these Terms. Any changes shall be posted on the Site. Your continued use of this Site and/or Services following the posting of changes to these Terms mans you accept such changes.

19. User Data

    If you create any settings, surveys, fields or functions in the Real Estate Information or input, add or export any data into or from the Real Estate Information (collectively, the "User Data"), SiriusFusion shall not 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.

20. Miscellaneous Provisions

    1. General You may not assign these Terms without SiriusFusion's prior written approval. SiriusFusion may assign these Terms without your consent to:
       1. any subsidiary or affiliate;
       2. an acquirer of SiriusFusion's equity, business or assets; or
       3. a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, SiriusFusion or any Third Party Provider as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. SiriusFusion's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SiriusFusion in writing.
    2. Merchant Accounts Sirius Fusion LLC uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services y ou agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells.