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LoopNet Advertising Agreement Terms and Conditions

 

These LoopNet Advertising Agreement Terms and Conditions form a material part of the Advertising Agreement which references these LoopNet Advertising Agreement Terms and Conditions.

 

1. Definitions.

 

As used herein, the following terms shall have the following meanings: 

  • Advertising Agreement: The Advertising Agreement or Subscription Form into which these LoopNet Advertising Agreement Terms and Conditions are incorporated by reference.
  • Advertising Fees: The advertising fees specified in the Advertising Agreement.
  • Agreement: The Advertising Agreement, together with these LoopNet Advertising Agreement Terms and Conditions that were effective as of the time the parties fully executed the Advertising Agreement, and any other terms and conditions expressly incorporated therein.
  • Authorized User: (a) If Customer is an individual, Authorized User shall mean Customer, otherwise (b) Authorized User shall mean each individual who is (1) Customer’s employee or exclusive contractor (i.e. an individual person working as an independent contractor solely for Customer and not also for themself or another company with real estate information needs, and performing substantially the same services for Customer as an employee of Customer), and (2) included on LoopNet’s list of Authorized Users. The number of Authorized Users shall not exceed the number of users set forth in the Advertising Agreement.
  • Basic Listing: The base level Listing with no or limited exposure on the Website.
  • CPI: Consumer Price Index for All Urban Consumers (CPI-U).
  • Customer: The Customer identified in the Advertising Agreement.
  • Interface: LoopNet’s interface for managing Listings.
  • Listing: A listing for the sale or lease of commercial real estate.
  • Listing Plan: Use of the Website and the Interface for Customer to publish Silver Listings on LoopNet.
  • LoopLink Service: Collectively, the Website, the Interface, and Internet-based marketing tools, including, the LoopLink Site, and functionality related to publishing the Listings on the LoopLink Site and/or Customer’s proprietary website. (LoopLink Service does not include Silver Listing or Signature Listing exposure.)
  • LoopLink Site: A single dedicated website and software hosted by LoopNet branded for Customer containing the Listings.
  • LoopNet: CoStar Realty Information, Inc., through its “LoopNet” brand and suite of products and services.
  • LoopNet Information: The information, directories, text, forms, agreement, videos, photographic and other imagery, and data provided by LoopNet.
  • LoopNet Parties: LoopNet and its affiliates and their respective partners, officers, directors, employees, agents, and third-party suppliers, and each of their successors and assigns.
  • Passcode: The username and password and any other authentication method used to access the Product.
  • Product: The LoopNet product(s) indicated in the Advertising Agreement, as applicable (e.g. Listing Plan and/or LoopLink Service), and any other product or service provided to Customer pursuant to this Agreement.
  • Silver Listing: The LoopNet Listing level that provides greater exposure than a Basic Listing, but less exposure than a Signature Listing.
  • Signature Listing: A Gold, Platinum, or Diamond LoopNet Listing.
  • Start Date: The later of the date on which this Agreement was fully executed by the parties or the date on which access to the Product was activated for Customer.
  • Website: LoopNet’s website and mobile application for marketing commercial real estate.

 

2. Permitted Uses.

   
(a) Subject to the prohibitions set forth below and in LoopNet’s Terms of Use, during the term of this Agreement, Customer may, in the ordinary course of business use the Product to designate, create and review Listings for properties owned, controlled or represented by Customer for inclusion in, and to market Listings on, the Website (and, if applicable, the LoopLink Site and/or Customer’s proprietary website), as described in the Advertising Agreement. 

(b) Where Customer’s Listing incorporates LoopNet Information, Customer is granted a limited, revocable, and non-sub-licensable license to use such LoopNet Information strictly in connection with Customer’s LoopNet Listing.

(c) Customer may provide a hyperlink to the home page of the Website or to any Listings provided that Customer must remove any such link upon request from LoopNet.

 

3. Prohibited Uses.

   
(a) Except as specifically set forth in the “Permitted Uses” section above or as may otherwise be agreed to by the parties in writing, Customer shall not: 

  1. distribute, disclose, copy, reproduce, make available, upload, post, communicate to the public by telecommunication, display, publish, transmit, assign, sublicense, transfer, provide access to, sell, directly or indirectly, any portion of the Product by any means (including without limitation the Internet, any bulletin board system, electronic network, listing service, or any other data sharing arrangement) to anyone other than Customer and the Authorized Users, or modify, adapt or create derivative works of the Product; 
  2. store, copy or export any portion of the Product into any database or other software program; or 
  3. link to or frame any portion of the Product.

(b) Notwithstanding any other provision herein, Customer shall not, without the express written permission from LoopNet: 

  1. use any portion of the Product to create, directly or indirectly, any database or product; 
  2. access or use the Product if Customer is a direct or indirect competitor of, or provides any portion of the Product to any direct or indirect competitor of, LoopNet or its affiliates; 
  3. modify, merge, scrape, disassemble or reverse engineer any portion of the Product, or use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Product or the data generated from it; or 
  4. use, reproduce, publish, or compile any portion of the Product in connection with any other listing service, device or data sharing arrangement;
  5. use any portion of the Product in a manner that would violate any applicable law, regulation, rule, ordinance or common-law principle, including those relating to real estate practice, competition, marketing, advertising, defamation, securities, spam and privacy; or 
  6. in connection with the offer or sale of securities, use any portion of the Product, directly or indirectly, in any securities offering materials, registration statement, prospectus, or other filing with the United States Securities and Exchange Commission or any other federal, provincial, state, local or foreign governmental authority.

 

4. Term.

   
(a) The initial term of this Agreement shall begin on the Start Date and continue for the term specified in the Advertising Agreement, and expire at the end of such term on the last day of the calendar month in which the Start Date occurred. (By way of example, if the Start Date was on January 15 of 2050, with a one-year term, the initial term would end on January 31, 2051.)

(b) Listing Plans will automatically renew for successive periods of one (1) year each, unless at least 60 days prior to the last day of the initial term or renewal term, as applicable, either party has provided to the other written notice of nonrenewal.

(c) For Signature Listings: 

  1. Signature Listings may be purchased for a minimum initial term of six (6) months;
  2. An upgrade from a lower Signature Listing level to a higher Signature Listing level initiates a new six (6) month initial term for such Signature Listing; 
  3. After the initial term, each Signature Listing will automatically renew for successive periods of one (1) month each unless (A) at least fourteen (14) days prior to the last day of the then-current term either party has provided the other written notice of nonrenewal for such Listing, or (B) during the then-current term the property is moved off market or a different listing contact has purchased a Signature Listing for the property.   

 

5. Termination and Interruption of Access.

   
(a) Either party may terminate this Agreement if the other party: 

  1. materially breaches this Agreement, and such breach is not remedied within 30 days after written notice to the breaching party; or
  2. makes an assignment, arrangement or composition for the benefit of its creditors, or is the subject of a filing of a petition under any bankruptcy or insolvency law and such filing is not discharged within 30 days of such filing.

(b) LoopNet may terminate this Agreement immediately without further obligation to Customer: 

  1. upon LoopNet’s good faith determination of any violation by Customer of Sections 4, 9 or 11 hereof, or any material violation of any other agreement between the parties or their affiliates;
  2. upon five (5) days’ written notice in the event that LoopNet discontinues providing a particular product (which LoopNet may do at any time in LoopNet’s sole discretion), in which case Customer shall be released of its obligation to pay the Advertising Fees attributable to the terminated portion of the Product from and after the effective date of such termination (and LoopNet shall refund any prepaid Advertising Fees attributable thereto); or 
  3. in the event Customer is or becomes directly or indirectly owned or controlled (50% or more in the aggregate) by any individual or entity that is: designated pursuant to an economic sanctions program administered by the United Nations Security Council, the United States Treasury Department’s Office of Foreign Assets Control (including but not limited to the Specially Designated Nationals and Blocked Persons List and the Sectoral Sanctions Identifications List), or the United Kingdom (under the Sanctions and Anti-Money Laundering Act 2018), or who is located, organized, or resident in a country or territory that is, or whose government currently is, the target of comprehensive embargoes imposed by the United Nations Security Council, the United States government, or the United Kingdom; designated on the Entity List administered by the United Nations Security Council Consolidated List, the United States Department of Commerce’s Bureau of Industry and Security, or the United Kingdom Sanctions List administered by the United Kingdom Foreign, Commonwealth & Development Office; or in material violation of applicable human trafficking or child labor laws.

(c) LoopNet may interrupt the provision of any portion of the Product to Customer upon LoopNet’s good faith determination of any actual or impendent violation by Customer of this Agreement, or any material violation of any other agreement between the parties or their affiliates, in which case: 

  1. Customer shall continue to be responsible for all Advertising Fees (provided, however, that Customer shall not be responsible for Advertising Fees for an interrupted period if there was not an actual violation); and 
  2. LoopNet will restore the provision of the Product only if, in LoopNet’s reasonable opinion, the violation has been resolved satisfactorily (including, if applicable bringing current any amounts due hereunder).

(d) Upon Customer’s breach of any term of this Agreement that leads to a termination of this Agreement, all Advertising Fees and all other fees payable hereunder shall become immediately due and payable in full, and in addition to the foregoing, LoopNet’s remedies shall include any damages and relief available at law or in equity. If LoopNet retains any third party to obtain any remedy to which it is entitled under this Agreement, LoopNet shall be entitled to recover all costs, including attorney’s fees and collection agency commissions, LoopNet incurs.

(e) The Product is subject to change from time to time and may be subject to listing and searching limitations.

 

6. Post-Termination.

 

Upon termination or nonrenewal of this Agreement, Customer may no longer use any portion of the Product in any manner.  
 

7. Fees.

   
(a) Customer agrees to pay the Advertising Fees and all other fees set forth in this Agreement in the currency and manner indicated in the Advertising Agreement. If applicable, Customer gives LoopNet express authorization to charge such fees to Customer’s electronic payment provider at the time of purchase or renewal.

(b) Each year on each anniversary of the last day of the calendar month in which the Start Date occurred, LoopNet may increase the Advertising Fees by a percentage equal to the percentage increase in the CPI for the previous twelve months.

(c) During any renewal term, LoopNet may increase the Advertising Fees, or charge other fees for any portion of the Product or service provided by LoopNet; provided, however, that if the Advertising Fee is increased by a percentage greater than the percentage increase in the CPI and Customer does not agree to such increase or charge, then Customer may give LoopNet written notice of termination within 60 days after LoopNet’s notice of such increase or charge, in which case (i) Customer shall continue to pay the Advertising Fees in place before the proposed increase or charge until the last day of the calendar month in which Customer’s notice of termination is delivered, and (ii) this Agreement shall terminate with respect to such portion of the Product on such date.

(d) LoopNet may send invoices for such fees by email, postal mail, or both. All fees shall be billed in advance in accordance with the billing cycle identified herein and are due net 30 days. All payments received after the due date may be subject to a late payment charge from such due date until paid at a rate equal to the maximum rate permitted under applicable law. In all cases, all fees payable under this Agreement shall be paid in full without any right of set-off or deduction. LoopNet may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy. No endorsement or statement on any check, payment, or elsewhere will be construed as an accord or satisfaction. The Advertising Fees do not include value added, sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Product. LoopNet shall not be bound to use any third-party payment vendor or accept credit card payments, and any fees by such vendors or costs incurred from such credit card payments may be added to the amounts payable hereunder. At LoopNet’s option, Customer shall pay any such taxes or additional fees directly or pay them to LoopNet immediately upon invoicing by LoopNet.

(e) Loyalty or product bundle discounts are subject to cancellation.

(f) Customer must notify LoopNet about any billing problems or discrepancies within 180 days after charges first appear on the account statement; if it is not brought to LoopNet’s attention within such period, Customer agrees to waive the right to dispute such problems or discrepancies.

(g) It is Customer’s responsibility to promptly provide LoopNet with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Billing updates should be emailed to billing@costar.com.

(h) LoopNet reserves the right to change its payment frequency or billing methods at any time, provided LoopNet will provide timely notice of any such changes.

 

8. Administration of Listings.

   
(a) It is Customer’s sole responsibility to upload Listings that Customer would like to designate for inclusion on the Website, and Customer shall provide all information, data and/or imagery necessary to include such Listing on the Website. Customer shall ensure that all such information, data and/or imagery is accurate at all times. No robot, spider or other automated service may be used to submit Listings to the Website.

(b) Customer represents and warrants that, for each Listing submitted by Customer or any Authorized User, Customer or such Authorized User has the right and authority to submit such Listings and associated information to LoopNet.

(c) Customer agrees to provide LoopNet with, and to maintain, accurate contact information (including a valid phone number and email address) in order to submit and maintain active Listings on the Website.

(d) Customer shall not post a Listing on the Website under a name, or using a contact, other than the property owner or the licensed real estate broker or agent that has been engaged by the property owner to market the Listing under a duly executed listing agreement with the owner.

(e) Customer agrees to allow submitted Listings, or any part thereof, to be searched, displayed, accessed, viewed, downloaded, copied and otherwise used by users of the Website and other LoopNet partner and affiliated websites. LoopNet shall have the sole authority to choose the manner in which any Listing will be searched, displayed, accessed, viewed, downloaded, copied, and otherwise used on such websites.

(f) LoopNet shall have no obligation to monitor or verify the accuracy or proper use of the Website by others. However, LoopNet may, in its sole discretion but without any obligation, search for and remove or modify Listings that are alleged to have been submitted in violation of this Agreement or LoopNet’s Terms of Use.

(g) All Listings are subject to LoopNet’s Marketing Center Terms and Conditions, available at https://www.costar.com/about/marketing-center-TandCs.

 

9. Brokers and Agents.

   
It is Customer’s sole responsibility to ensure that any person using the Product under this Agreement who identifies himself or herself as a broker or agent on the Website is validly licensed as identified and is in compliance with applicable broker requirements in all jurisdictions in which such person is required to be licensed. LoopNet may, in its sole discretion, but shall have no obligation to, verify the licensure of such person as a broker or agent, and remove from the list of brokers any person whom LoopNet believes is not a licensed broker or agent in any applicable jurisdiction.

 

10. Product Access, Passcodes, and Security.

   
(a) Customer will ensure that access to and use of the Product, and the Passcodes and any other authentication method used to access the Product are available only to Authorized Users, and will not allow anyone other than an Authorized User access to the Product or Passcodes for any reason. Customer shall ensure that no user shares Passcodes with any other person or allows any other person to use or have access to such Passcodes.

(b) Each Authorized User’s access to the Product may require multi-factor authentication, including, but not limited to, biometric authentication and/or designation of specific devices. LoopNet is under no obligation to confirm the actual identity or authority of any party accessing the Product under any Passcode or other authentication method.

(c) Customer is responsible for providing all hardware, software and Internet access necessary to obtain and use the Product.

(d) Customer acknowledges and agrees that LoopNet may record telephone and other electronic communications it has with Customer or its Authorized Users for LoopNet’s internal business purposes, including but not limited to training and quality assurance purposes.

 

11. Ownership.

   
Customer acknowledges that the Product is comprised of data that is owned by LoopNet and its licensors and that LoopNet and its licensors have and shall retain exclusive ownership of all proprietary rights to the Product (including without limitation all photos, videos, and other imagery created by Company pursuant to an advertising or listing package, plan or agreement for use in the Product), including all United States, United Kingdom, Canadian, European Union or other international intellectual property and other rights such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale. Customer shall have no right or interest in any portion of the Product except the right to use the Product as set forth herein. Customer acknowledges that the Product constitutes the valuable property and confidential and copyrighted information of LoopNet and its licensors and agrees to (a) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in such information, (b) not challenge LoopNet’s and its licensors’ ownership of (or the validity or enforceability of their rights in and to) such information, and (c) not remove, conceal, obliterate or circumvent any copyright or other rights management information, notice, license or anti-piracy technological measure included in the Product. Customer shall be liable for any violation of the provisions of this Agreement by any Authorized User, and for any unauthorized use of the Product by Customer’s employees, contractors, affiliates and agents. Customer may not use or reproduce any trademark, service mark or trade name of LoopNet or its licensors without LoopNet’s written consent. Nothing in this Agreement will restrict LoopNet from freely using for any purpose, without compensation, any Customer idea, suggestion, enhancement or other feedback relating to the Product or new products, features or tools.

 

12. No Warranties.

   
THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED ‘AS IS’, ‘WITH ALL FAULTS’, AND ‘AS AVAILABLE’. THE LOOPNET PARTIES DO NOT MAKE, AND HEREBY EXPRESSLY EXCLUDE AND DISCLAIM, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (a) MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (b) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE PRODUCT, (c) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (d) THE PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY OF THE LOOPNET PARTIES, AND (e) THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

 

13. Limitation on Liability.

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LOOPNET PARTIES WILL NOT BE LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY CUSTOMER OR ANY THIRD PARTY INCLUDING WITHOUT LIMITATION THOSE ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE PRODUCT OR ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE PRODUCT, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE PRODUCT. LOOPNET PARTIES’ AGGREGATE, CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE PRODUCT SHALL BE LIMITED TO CUSTOMER’S ACTUAL, RECOVERABLE DIRECT DAMAGES, IF ANY, WHICH IN NO EVENT SHALL EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO LOOPNET UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY APPLICABLE DAMAGES. UNDER NO CIRCUMSTANCES WILL ANY OF THE LOOPNET PARTIES BE LIABLE FOR LOST PROFITS HOWSOEVER ARISING OR FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF, BASED ON, RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE PRODUCT, EVEN IF LOOPNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES IN THIS PARAGRAPH IS INDEPENDENT OF CUSTOMER’S EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. THE PROVISIONS OF THIS SECTION APPLY WITHOUT REGARD TO THE CAUSE OR FORM OF ACTION, WHETHER THE DAMAGES ARE GROUNDED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER CAUSE OF ACTION.

 

14. Indemnification.

 

Customer agrees to defend, indemnify and hold harmless the LoopNet Parties from and against any third-party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys’ fees), arising out of or relating to Customer’s (and Customer’s users’) use or misuse of the Product, information provided to LoopNet through the Product, or violation of this Agreement. LoopNet shall give Customer prompt written notice of such claim, demand or action (provided, however, that LoopNet’s failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is prejudiced thereby). Customer shall cooperate as fully as reasonably required in the defense of any such claim or demand. If the foregoing indemnity is unavailable to any of the LoopNet Parties with respect to any claim, demand or action under any laws, rules or regulations for any reason, LoopNet shall be entitled to seek in a court of competent jurisdiction Customer’s contribution to such claim, demand or action under any legal or equitable theories available to it. This Section shall survive the expiration or termination of this Agreement.

 

15. Assignment.

 

The parties’ obligations hereunder are binding on their successors, legal representatives and permitted assigns. Customer may not assign, sublicense or otherwise transfer (by operation of law or otherwise) this Agreement nor any rights granted hereunder, in whole or in part, without the prior written consent of LoopNet; provided, however, that Customer may, with written notice to LoopNet, assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or assets of Customer (by merger or otherwise) so long as (a) such assignment shall not result in the elimination of any then-existing LoopNet revenue stream from Customer or such third party and (b) such assignee does not directly or indirectly compete with LoopNet or any of its affiliates.

 

16. Notices; Invoices. 

 

All notices given hereunder must be in writing and delivered by email, personally mailed by registered or certified mail (return receipt requested, where available), or delivered by a well-recognized overnight courier company to the addresses specified in the Advertising Agreement, or as otherwise specified in writing by the receiving party. Notices to LoopNet’s physical address shall be directed to the attention of LoopNet Sales. Notices of nonrenewal to LoopNet under Section 5 hereof may be sent via email to cancel@costar.com. All notices will be deemed given if delivered personally or by email, on the day of delivery, if mailed by registered or certified mail, three (3) days after the date of mailing, if delivered by a well-recognized overnight courier company, one day after dispatch, and if delivered by overnight international mail, four (4) days after mailing. Customer agrees that LoopNet may include notices on invoices sent to Customer by mail or email.

 

17. Force Majeure. 

 

None of the LoopNet Parties shall have any liability for any damages resulting from any failure to perform any obligation hereunder or from any delay in the performance thereof due to causes beyond LoopNet’s control, including industrial disputes, acts of God or government, public enemy, war, fire, pandemic, epidemic, other casualty, failure of any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other method or medium of storing or transmitting the Product.

 

18. Choice of Law; Jurisdiction. 

 

This Agreement shall be governed by and construed under the laws of the District of Columbia without regard to choice of law principles. LoopNet irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the District of Columbia for the purpose of any action brought against LoopNet in connection with this Agreement or use of the Product. Customer irrevocably consents to the jurisdiction and venue of the federal and state courts located in the District of Columbia, or in any State where Customer’s Authorized Users are located, for any action brought against Customer in connection with this Agreement or use of the Product.

 

19. Miscellaneous.  

 

(a) The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them.

(b) This Agreement contains the entire understanding of the parties with respect to the Product and supersedes any prior oral or written statements by Customer, LoopNet, or their respective representatives and documents with respect to such subject matter; provided, that this Agreement does not supersede any other written advertising agreement between the parties unless expressly provided herein.

(c) This Agreement may not be amended, modified or superseded, nor may any of its terms or conditions be waived, unless expressly agreed to in writing by all parties. The failure of any party at any time to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same.

(d) Unless otherwise required by applicable law, Customer agrees to keep the terms of this Agreement strictly confidential.

(e) Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty not expressly set forth in this Agreement.

(f) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement; provided, however, that the foregoing shall not limit or exclude any liability for fraud.

(g) Each party acknowledges its responsibilities in accordance with applicable anti-bribery and anti-corruption legislation, and represents and warrants that its has not, and will not offer, give, solicit or accept any bribe from any person, organization or company with the intent to coerce or induce a person, organization or company to act improperly in the course of their duties.

(h) Customer agrees that LoopNet may send to Customer and its employees, contractors and Authorized Users communications, including, but not limited to, email communications about new features or products, available Listings, product feedback and other marketing content, which the email recipient may unsubscribe from at any time. Customer will comply with all laws related to emails Customer and/or its employees, contractors and Authorized Users send using the Product, including but not limited to, the United States’ anti-spam law (CAN-SPAM), Canada’s anti-spam law (CASL), the United Kingdom’s General Data Protection Regulation and Data Protection Act 2018 (UK GDPR), the Data Protection Act 2018 and Privacy and Electronic Communications (EC Directive) Regulations 2003 (PECR), and the European Union’s General Data Protection Regulation (EU GDPR) and any other applicable EU directives (as implemented within the relevant EU member state(s)).

(i) If any provision of this Agreement not being of a fundamental nature is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.

(j) Customer acknowledges that in the event of a breach of any of these terms by Customer, LoopNet may suffer irreparable harm and shall be entitled to seek injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity.

(k) Headings are for reference only.

(l) Any provision of this Agreement that by its nature should survive expiration or termination of this Agreement shall survive expiration or termination of this Agreement, including without limitation Sections 4, 6(d), 7, 8, and 11 through 20 hereof.

(m) The English language version of this Agreement shall be binding. Any translated version is for convenience only, and shall not control the meaning or application of this Agreement.

 

20. Jurisdiction-Specific Clauses.  

 

(a) Outside of the United States, Canada, the Caribbean, and China. For Customers located outside of the United States, Canada, the Caribbean, and China only, the following additional provisions shall apply, and in the event of a conflict, shall supersede any conflicting provision in these LoopNet Advertising Agreement Terms and Conditions: 

  1. The defined term “LoopNet” shall mean CoStar UK Limited and/or any of its subsidiaries; 
  2. The defined term “CPI” shall mean the Consumer Price Index as published by the United Kingdom’s Office for National Statistics; 
  3. This Agreement, and any dispute or claim (including, without limitation, non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales. Each party irrevocably agrees that, for the sole benefit of LoopNet and subject as provided in this paragraph, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including, without limitation, non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation. Nothing in this Agreement shall limit the right of LoopNet to take proceedings against Customer in any other court of competent jurisdiction, nor shall the taking of proceedings by LoopNet in any one or more jurisdictions preclude the taking of proceedings by LoopNet in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction; 
  4. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT A PERSON’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, FOR FRAUD, OR FOR ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.

 

Effective As Of: April 1, 2024

If you are a current LoopNet subscriber and have executed your agreement prior to April 1, 2024 click here to access the Terms and Conditions governing your agreement.

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