RateBlend.com Terms of Use Agreement

Date Last Revised: June 3, 2010

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site located at www.RateBlend.com ("RateBlend.com"), as owned and operated by Dealworks, LLC a California Limited Liability Company, on behalf of those of its direct or indirect subsidiaries and/or affiliates, (collectively referred to as “Dealworks”). By using RateBlend.com you agree to be bound by the terms and conditions of this Agreement and Dealworks’s Privacy and Security Policy, as they may be amended from time to time in the future (see “Modifications” below).

Accepting the Terms

By using the information, tools, features and functionality located on RateBlend.com (the “Service”), you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the RateBlend.com website) or you are a “Member” (which means that you have registered with RateBlend.com). The term “you” or “User” refers to a Visitor or a Member. The term “we” refers to Dealworks. If you wish to become a Member, communicate with other Members and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Dealworks.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

Privacy and your Personal Information

For information about Dealworks’s data protection practices, please read Dealworks’s Privacy and Security Policy, which is hereby incorporated into this Agreement. ALL TERMS NOT DEFINED HEREIN HAVE THE SAME MEANING AS IN THE PRIVACY AND SECURITY POLICY. This policy explains how Dealworks treats your personal information when you access RateBlend.com and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

Description of the Service

The Service is a personal real estate effective rent calculator service that allows Members to create, modify, track and send real estate effective rent worksheets on RateBlend.com. Based on such information, the Service may also present information relating to third party products or services (“Dealworks Offers”).

The Service is provided to you by Dealworks and is meant as an aid to assist you in calculating and managing your real estate effective rents for the deals you are negotiating. It is not intended to provide legal, tax or financial advice.

Beta Version of Services

The Service is currently available only as a beta version and is provided for evaluation and testing purposes only. Dealworks is willing to allow you to participate in the evaluation and testing of the beta version of the Service on the condition that (i) you abide by these Terms; (ii) you regularly test, use and evaluate the Service; and (iii) you provide feedback to Dealworks regarding your use of the Service including, logging any errors, bugs or other issues related to the Service. You may be asked to provide comments, suggestions, and feedback regarding your use of the Service and you acknowledge and agree that any such Feedback (as defined herein) you provide regarding the Service is given entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Dealworks.

Payment

The beta version of the Service is currently made available to users free of charge; however, Dealworks reserves the right to charge a fee for using the Service at any time. Dealworks may begin charging a fee for your continued access to the Service at any time with 15 days prior notice to you.

Dealworks Offers and Third-Party Links

Some parts of the Service are supported by sponsored links from advertisers and display Dealworks Offers that may be custom matched to you based on information stored in the Service, queries made through the Service or other information. We will always disclose when a particular Dealworks Offer is sponsored.

In connection with Dealworks Offers, the Service will provide links to other web sites belonging to Dealworks advertisers and other third parties. Dealworks does not endorse, warrant or guarantee the products or services available through the Dealworks Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored, and Dealworks is not an agent or broker or otherwise responsible for the activities or policies of those web sites. Dealworks does not guarantee that the loan, investment, plan or other service terms, rates or rewards offered by any particular advertiser or other third party on RateBlend.com are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or lowest rates available in the market.

Your Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your “Registration Information.”

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our site, accessible through any standard, commercially available Internet browser.

If you become aware of any unauthorized use of your Registration Information, you agree to notify Dealworks immediately at the email address - security@RateBlend.com.

Your Use of the Service

Your right to access and use RateBlend.com and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use RateBlend.com for lawful purposes.

Accurate records enable Dealworks to provide the Service to you. You must provide true, accurate, current and complete information about you, as requested in our “register” form, and you may not misrepresent your Registration Information. In order for the Service to function effectively, you must also keep your Registration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of RateBlend.com may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of RateBlend.com or other actions that Dealworks, in its sole discretion, may elect to take.

Online and Email Alerts

Dealworks may from time to time provide automatic alerts and voluntary account-related alerts.

Automatic alerts may be sent to you following certain changes made online to your Dealworks account, such as a change in your Registration Information.

Voluntary account alerts may be turned on by default as part of the Service. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your accounts. Dealworks may add new alerts from time to time, or cease to provide certain alerts at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.

Electronic alerts will be sent to the email address you have provided as your primary email address for RateBlend.com. If your email address changes, you are responsible for informing us of that change. Changes to your email address will apply to all of your alerts.

Because alerts are not encrypted, we will never include your passcode. However, alerts may include your RateBlend.com Login ID and some information about your accounts. Anyone with access to your email will be able to view the content of these alerts. At any time you may disable future alerts.

Rights You Grant to Us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Dealworks through the Service, you are licensing that content to Dealworks solely for the purpose of providing the Service. Dealworks may use and store the content, but only to provide the Service to you. By submitting this content to Dealworks, you represent that you are entitled to submit it to Dealworks for use for this purpose, without any obligation by Dealworks to pay any fees or other limitations.

Dealworks’s Intellectual Property Rights

The contents of RateBlend.com, including its “look and feel” (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of RateBlend.com belong or are licensed to Dealworks or its software or content suppliers. Dealworks grants you the right to view and use RateBlend.com subject to these terms. You may download or print a copy of information provided on RateBlend.com for your personal and internal use only. Any reprint or electronic reproduction of any content from RateBlend.com in whole or in part for any other purpose is expressly prohibited without our prior written consent.

Access and Interference

You agree that you will not:

  1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor RateBlend.com or any portion of RateBlend.com, without Dealworks’s express written consent, which may be withheld in Dealworks’s sole discretion;
  2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search RateBlend.com, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Microsoft Explorer);
  3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of RateBlend.com or the Service; or
  4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of RateBlend.com or the Service.

Rules for Posting

As part of the Service, Dealworks allows Members to post content on bulletin boards, blogs and at various other publicly available locations on RateBlend.com. These forums may be hosted by Dealworks or by one of our third party service providers on Dealworks’s behalf. You agree in posting content to follow certain rules.

  1. You are responsible for all content you submit to RateBlend.com.
  2. By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with RateBlend.com and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through RateBlend.com, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of RateBlend.com and under this Agreement.
  3. You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
  4. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
  5. You may not interfere with other Users’ use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of RateBlend.com, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
  6. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.
  7. You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of RateBlend.com that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
  8. You may not copy or use personal identifying or business contact information about other Users without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.
  9. You agree that we may use any feedback, suggestions, or ideas you post in any way, including in future modifications of the Service, other products or services, advertising or marketing materials. You grant us a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
  10. You acknowledge that Dealworks uses our third party service provider, Get Satisfaction, Inc. ("Get Satisfaction") to help us provide, host and operate the "Get Help" area of the Service. You agree that if you choose to participate in, or post content to, the "Get Help" area of the Service (located at the domain satisfaction.RateBlend.com), such as by posting a new topic, following a topic or replying to an existing topic, then you agree to also comply with Get Satisfaction's Terms of Use and Community Guidelines, in addition to the terms of this Agreement.

Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH RATEBLEND.COM OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. DEALWORKS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF RATEBLEND.COM OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

DEALWORKS MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON RATEBLEND.COM OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. DEALWORKS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Alert Disclaimer

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. Dealworks does its best to provide alerts in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that Dealworks shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

Limitations on Dealworks’s Liability

DEALWORKS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO RATEBLEND.COM, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF DEALWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DEALWORKS’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Your Indemnification of Dealworks

You shall defend, indemnify and hold harmless Dealworks and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

Ending your relationship with Dealworks

This Agreement will continue to apply until terminated by either you or Dealworks as set out below. If you want to terminate your legal agreement with Dealworks, you may do so by closing your account for the Service by sending Dealworks notice.

Your account will be closed and your ability to log in deactivated within thirty (3) days of receipt of such a request by Dealworks. Your RateBlend.com account data will be removed subject to and as explained in our Privacy Policy.

Dealworks may at any time, terminate its legal agreement with you:

  1. If you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
  2. If Dealworks in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
  3. Immediately upon notice, to the e-mail address provided by you as part of your Registration Information.

Modifications

Dealworks may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the RateBlend.com site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

Governing Law and Forum for Disputes

This Agreement, and your relationship with Dealworks under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of laws provisions. Any dispute with Dealworks, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the State and U.S. Federal courts located in Orange County, California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Dealworks may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Dealworks is able to offer the Service at the terms designated, without charge to you, and that your assent to this provision is an indispensable consideration to this Agreement.

You also acknowledge and understand that, with respect to any dispute with Dealworks, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Dealworks does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Dealworks has the benefit of under any applicable law), this will not be taken to be a formal waiver of Dealworks’s rights and that those rights or remedies will still be available to Dealworks.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and Dealworks regarding the subject matter of the same, and supersedes all other previous agreements.