TERMS OF USE
Last updated January 2020
AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (‘you”) and Crosslists, Cross
& Company, Inc., doing business as Crosslists Data (”Crosslists Data”,”we”, ” us”, or ”our”), concerning your access to
and use of the Crosslists.com website as well as any other media form,
media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the ”Site”). You agree that by
accessing the Site, you have read, understood, and ‘ag”eed’ to be bound by
all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF
USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST
DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the
Site from time to time are hereby expressly incorporated herein by
reference. We reserve the right, in our sole discretion, to make changes or
modifications to these Terms of Use at any time and for any reason. We will
alert you about any changes by updating the ”Last updated” date of these
Terms of Use, and you waive any right to receive specific notice of each
such change. It is your responsibility to periodically review these Terms
of Use to stay informed of updates. You will be subject to and will be
deemed to have been made aware of and to have accepted, the changes in any
revised Terms of Use by your continued use of the Site after the date such
revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or
use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which would
subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Site from
other locations do so on their own initiative and are solely responsible
for compliance with local laws, if and to the extent local laws are
applicable.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all
source code, databases, functionality, software, website designs, audio,
video, text, photographs, and graphics on the Site (collectively, the
”Content”) and the trademarks, service marks, and logos contained therein
(the ”Marks”) are owned or controlled by us or licensed to us, and are
protected by copyright and trademark laws and various other intellectual
property rights and unfair competition laws of the United States, foreign
jurisdictions, and international conventions. The Content and the Marks are
provided on the Site ”AS IS” for your information and personal use only.
Except as expressly provided in these Terms of Use, no part of the Site and
no Content or Marks may be copied, reproduced, aggregated, republished,
uploaded, posted, publicly displayed, encoded, translated, transmitted,
distributed, sold, licensed, or otherwise exploited for any commercial
purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited
license to access and use the Site and to download or print a copy of any
portion of the Content to which you have properly gained access solely for
your personal, non-commercial use. We reserve all rights not expressly
granted to you in and to the Site, the Content and the Marks.
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) you have the legal
capacity and you agree to comply with these Terms of Use; (2) you are not a
minor in the jurisdiction in which you reside; (3) you will not access the
Site through automated or non-human means, whether through a bot, script,
or otherwise; (4) you will not use the Site for any illegal or unauthorized
purpose; and (5) your use of the Site will not violate any applicable law
or regulation.
If you provide any information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate your account and
refuse any and all current or future use of the Site (or any portion
thereof).
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for
which we make the Site available. The Site may not be used in connection
with any commercial endeavors except those that are specifically endorsed
or approved by us.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site (”Submissions”) provided
by you to us are non-confidential and shall become our sole property. We
shall own exclusive rights, including all intellectual property rights, and
shall be entitled to the unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial or otherwise, without
acknowledgment or compensation to you. You hereby waive all moral rights to
any such Submissions, and you hereby warrant that any such Submissions are
original with you or that you have the right to submit such Submissions.
You agree there shall be no recourse against us for any alleged or actual
infringement or misappropriation of any proprietary right in your
Submissions.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for
violations of these Terms of Use; (2) take appropriate legal action against
anyone who, in our sole discretion, violates the law or these Terms of Use,
including without limitation, reporting such user to law enforcement
authorities; (3) in our sole discretion and without limitation, refuse,
restrict access to, limit the availability of, or disable (to the extent
technologically feasible) any of your Contributions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to
remove from the Site or otherwise disable all files and content that are
excessive in size or are in any way burdensome to our systems; and (5)
otherwise manage the Site in a manner designed to protect our rights and
property and to facilitate the proper functioning of the Site.
TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN
IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT
CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE
MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT
OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited
from registering and creating a new account under your name, a fake or
borrowed name, or the name of any third party, even if you may be acting on
behalf of the third party. In addition to terminating or suspending your
account, we reserve the right to take appropriate legal action, including
without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site
at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site. We
also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third party
for any modification, price change, suspension, or discontinuance of the
Site.
We cannot guarantee the Site will be available at all times. We may
experience hardware, software, or other problems or need to perform
maintenance related to the Site, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason
without notice to you. You agree that we have no liability whatsoever for
any loss, damage, or inconvenience caused by your inability to access or
use the Site during any downtime or discontinuance of the Site. Nothing in
these Terms of Use will be construed to obligate us to maintain and support
the Site or to supply any corrections, updates, or releases in connection
therewith.
GOVERNING LAW
These Terms of Use and your use of the Site are governed by and construed
in accordance with the laws of the State of Missouri applicable to
agreements made and to be entirely performed within the State of Missouri,
without regard to its conflict of law principles.
DISPUTE RESOLUTION
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly excluded below)
will be finally and exclusively resolved by binding arbitration. YOU
UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN
COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and
conducted under the Commercial Arbitration Rules of the American
Arbitration Association (”AAA”) and, where appropriate, the AAA’s
Supplementary Procedures for Consumer Related Disputes (”AAA Consumer
Rules”), both of which are available at the AAA website www.adr.org. Your
arbitration fees and your share of arbitrator compensation shall be
governed by the AAA Consumer Rules and, where appropriate, limited by the
AAA Consumer Rules. The arbitration may be conducted in person, through the
submission of documents, by phone, or online. The arbitrator will make a
decision in writing but need not provide a statement of reasons unless
requested by either Party. The arbitrator must follow applicable law, and
any award may be challenged if the arbitrator fails to do so. Except where
otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in Johnson County, Missouri. Except as
otherwise provided herein, the Parties may litigate in court to compel
arbitration, stay proceedings pending arbitration, or to confirm, modify,
vacate, or enter judgment on the award entered by the arbitrator.
If for any reason, a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts
located in Johnson County, Missouri, and the Parties hereby consent to, and
waive all defenses of lack of personal jurisdiction, and forum non
conveniens with respect to venue and jurisdiction in such state and federal
courts. Application of the United Nations Convention on Contracts for the
International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) are excluded from these Terms of Use.
If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute shall
be decided by a court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. To the full extent permitted by law, (a)
no arbitration shall be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated on a class-action basis
or to utilize class action procedures; and (c) there is no right or
authority for any Dispute to be brought in a purported representative
capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above
provisions concerning binding arbitration: (a) any Disputes seeking to
enforce or protect, or concerning the validity of, any of the intellectual
property rights of a Party; (b) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or unauthorized use; and
(c) any claim for injunctive relief. If this provision is found to be
illegal or unenforceable, then neither Party will elect to arbitrate any
Dispute falling within that portion of this provision found to be illegal
or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the
Parties agree to submit to the personal jurisdiction of that court.
CORRECTIONS
There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability,
and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the
Site at any time, without prior notice.
DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR
THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO
LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES
OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY
NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3)
ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY
BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN
ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS
A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE
A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH
THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY,
INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST
REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO
YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL
AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO
US CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU,
SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU,
AND YOU MAY HAVE ADDITIONAL RIGHTS.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, agents,
partners, and employees, from and against any loss, damage, liability,
claim, or demand, including reasonable attorneys’ fees and expenses, made
by any third party due to or arising out of: (1) use of the Site; (2)
breach of these Terms of Use; (3) any breach of your representations and
warranties set forth in these Terms of Use; (4) your violation of the
rights of a third party, including but not limited to intellectual property
rights; or (5) any overt harmful act toward any other user of the Site with
whom you connected via the Site. Notwithstanding the foregoing, we reserve
the right, at your expense, to assume the exclusive defense and control of
any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or proceeding
which is subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose
of managing the performance of the Site, as well as data relating to your
use of the Site. Although we perform regular routine backups of data, you
are solely responsible for all data that you transmit or that relates to
any activity you have undertaken using the Site. You agree that we shall
have no liability to you for any loss or corruption of any such data, and
you hereby waive any right of action against us arising from any such loss
or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms
constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures,
and other communications we provide to you electronically, via email and on
the Site, satisfy any legal requirement that such communication be in
writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES,
AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes,
regulations, rules, ordinances, or other laws in any jurisdiction which
require an original signature or delivery or retention of non-electronic
records, or to payments or the granting of credits by any means other than
electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact
the Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs in writing at 1625 North Market
Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800)
952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the
Site or in respect to the Site constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any
right or provision of these Terms of Use shall not operate as a waiver of
such right or provision. These Terms of Use operate to the fullest extent
permissible by law. We may assign any or all of our rights and obligations
to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable
control. If any provision or part of a provision of these Terms of Use is
determined to be unlawful, void, or unenforceable, that provision or part
of the provision is deemed severable from these Terms of Use and does not
affect the validity and enforceability of any remaining provisions. There
is no joint venture, partnership, employment or agency relationship created
between you and us as a result of these Terms of Use or use of the Site.
You agree that these Terms of Use will not be construed against us by
virtue of having drafted them. You hereby waive any and all defenses you
may have based on the electronic form of these Terms of Use and the lack of
signing by the parties hereto to execute these Terms of Use.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further
information regarding use of the Site, please contact us at:
Crosslists, Cross & Company, Inc.
678 NW Highway Z
Bates City, MO 64011
United States
info@crosslists.com