Cloud Agent Suite®

Terms of Service/Accessibility

Your Cloud Agent Suite® consists of two or more website and web applications (the “Sites and Apps”). Your Sites and Apps may consist of any two or more of the following: Cloud CMA®, Cloud Streams®, Cloud MLX®, Cloud Attract®, and any other Sites and Apps that may be added in the future. These Sites and Apps are each owned and operated by Woolley Robertson Group, Inc. a California Corporation d/b/a W+R Studios (“W+R Studios,” “we,” “our,” or “us”).

Scope

THESE TERMS OF SERVICE APPLY TO EACH OF THE SITES AND APPS IN THE CLOUD AGENT SUITE. EACH OF THE SITES AND APPS ALSO HAS SEPARATE TERMS OF SERVICE WITH IDENTICAL TERMS. IF YOU DO NOT AGREE WITH THE TERMS OF SERVICE, YOU MUST IMMEDIATELY LOG OFF OF SUCH SITE AND DISCONTINUE ANY USE OF SUCH APP.

Acceptance of These Terms of Service

By using a Site or App, you agree to be bound to these Terms of Service. We make the information and services provided on a Site and through an App (“Services”) available to you, conditioned on your acceptance without modification of these Terms of Service. You agree that you have the legal right, power, and authority to agree to the terms of these Terms of Service on behalf of yourself and/or your organization.

Authorized Users

You must register with us in order to become authorized and to gain full access to a Site and App. You must be at least 18 years of age to register with us. Rights of access to a Site and App may not be shared or used by users other than authorized users.

Disclaimer Regarding Links

We are not responsible for the availability of any unaffiliated websites of any other companies, organizations, or individuals or to which a Site or App links. We do not take responsibility for the contents, advertising, products, privacy policies, or other material made available through any other site nor do we endorse other sites.

Privacy

We are committed to protecting the privacy and security of you and your clients. We will not, without your permission, sell, publish, or share your personal information to third parties for their marketing purposes. We do not share credit card information. You may opt out of allowing us to use your personal information for our own marketing purposes, including opting-out of our providing you with information regarding our products and service offerings that are not requested by you. We reserve the right, however, to share or disclose customer personal information with law enforcement, government officials, and other third parties in certain situations described in our Privacy Policy. For more detailed information, please review our Privacy Policy.

Client Personal Information

Personal information is information that identifies an individual and is associated with a specific person. Our Apps utilize personal information of clients of our real estate agent customers, such as names, addresses, email addresses, phone numbers, owned real estate, usage information, and interactive data obtained from clients and potential clients of our customers (collectively, “Client Personal Information”).

By subscribing to and using a Site or App and passing Client Personal Information to us, you agree to the following terms relating to Client Personal Information:

W+R Studios will not share the Client Personal Information with third parties or other advertisers for targeted or other marketing purposes.

W+R Studios will maintain the confidentiality and security of the Client Personal Information, including by maintaining technical and physical safeguards that are designed to (a) protect the security and integrity of data while it is within W+R Studios’ systems and its subprocessors, and (b) guard against the accidental or unauthorized access, use, alteration, or disclosure of data within W+R Studios’ systems and its subprocessors.

W+R Studios may modify, suspend, or terminate access to, or discontinue the availability of, a Site or App at any time. You may discontinue your use of a Site or App at any time.

Additional information about the use of Client Personal Information by W+R Studios can be obtained at our Privacy Policy.

Canadian Users: To the extent the Client Personal Information contains personal data relating to an individual who resides in the Canada, the parties acknowledge and agree that you are responsible for compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA). You acknowledge that you may use Client Personal Information only for the purposes for which it was collected, unless the individual client consents. You agree to advise us whenever a client has withdrawn their consent and opted out so that their Client Personal Information may be deleted from our system. We do not collect, use, or disclose Client Personal Information without a client’s consent, except where required or allowed by law. We will, in accordance with PIPEDA and upon proof of entitlement and the presentation of proper identification, permit an individual access to the Client Personal Information we hold about him or her. An individual may request access to or, if applicable, a correction of the Client Personal Information we have in our possession.

EU and Swiss Data Controllers: To the extent the Client Personal Information contains personal data relating to an individual who resides in the European Union or Switzerland, the parties acknowledge and agree that you are the data controller in respect of such personal data, and you have instructed W+R Studios to process such personal data on your behalf as your data processor pursuant to these terms. You hereby acknowledge and agree that third party processors may act as a sub-processor for and on behalf of W+R Studios for the purpose of fulfilling W+R Studios’ obligations under these Terms of Service. “Personal data,” “data controller,” and “data processor” in this paragraph have the meanings set forth in the General Data Protection Regulation.

Intellectual Property Rights Ownership and Notification

Unless otherwise noted, all right, title, and interest in all information including, but not limited to, screens, texts, web pages, or other materials (collectively “Content”) appearing in and on a Site or in an App are the exclusive property of W+R Studios or its suppliers or licensors. All Content, information, products, services, and software (“Content”) contained on or used in a Site or App is copyrighted, all rights reserved, and the ownership of the copyrights herein shall at all times remain vested in W+R Studios, unless otherwise noted. W+R Studios shall have the right to license any Content, subject to its Privacy Policy, contained in, or collected on, a Site or App to any entity pursuant to terms agreed upon by W+R Studios.

W+R Studios abides by the federal Digital Millennium Copyright Act (DMCA) by responding to notices of alleged infringement. This is explained in detail in our DMCA Policy.

Feeds and App Programming Interface (API)

We provide access to portions of a Site or App via RSS feeds. Such access constitutes use of a Site or App. You may not use these or any other features or a Site or App to allow the display of a substantial portion of a Site or App database or reproduce, duplicate, or copy a Site or App. We reserve the right to change these features at any time and to disable access to the feeds at any time for any reason.

Use Restrictions

By using a Site or App you warrant to us that you will not use a Site or App for any unlawful purpose or any use prohibited pursuant to these Terms of Service. Your violation of any of these prohibitions automatically terminates your right to use a Site or App.

You may not modify, alter, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, including, but not limited to software, products, or services obtained from a Site or App.

Username and Password

To access an App, you have been given a username and a password (your access identification information). You shall treat your username and password as private, confidential, and personal and shall safeguard and maintain their confidentiality. You are entirely responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You shall be liable for any consequences that may result from unauthorized disclosure of your username and password, whether intentional, negligent, or inadvertent, including but not limited to immediate termination of your subscription and membership.

Forums, Chat Areas, Blogs, and/or Other Message or Communication Services

We may provide forums, chat areas, blogs, and/or message or communication services, collectively known as “Communication Services,” which are designed to enable you to communicate with others.

You acknowledge that the Communication Services are for public and not private communications, and that you have no expectation of privacy with regard to any submission to a public forum. We cannot guarantee the security of any information you disclose through any of these Communication Services; you make such disclosures at your own risk. To post comments to our blog posts you are required to provide your name and an email address. You must provide us with current, complete, and accurate information as prompted by the comment form.

You agree to use the Communication Services only to post, send and receive messages, and material that are proper and, when applicable, related to the particular Communication Service. You agree that when using the Communication Services you will not:

We do not claim ownership of the materials you provide to us (including feedback and suggestions) or post, upload, input, or submit for review by the general public, or by the members of any public or private community. However, by posting, uploading, inputting, providing, or submitting your materials you are granting us permission to use your materials in connection with the operation of our business, including, without limitation, the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your materials; and to publish your name and country of residence in connection with your materials.

No compensation will be paid with respect to the use of your materials, as provided herein. We are under no obligation to post or use any materials you may provide and may remove any materials at any time in our sole discretion.

We are not responsible for, and do not endorse the opinions, advice, or recommendations posted or sent by users in any Communication Service and we specifically disclaim any and all liability in connection therewith.

You are and shall remain solely responsible for the Content that you distribute on or through any Communication Service under your name or otherwise by you and for the consequences of submitting and posting the same. We have no obligation to monitor the Communication Services. However, we reserve the right to review materials posted to the Communication Services and to remove, edit, move, or close any topic or any materials in our sole discretion. We reserve the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

We do not assure that other users are or will be complying with this section or any other provisions of these Terms of Service, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

We shall not be held responsible for any attempt that may lead to the Communication Service data being compromised.

Third Party Apps

A Site or App may employ the use of third party applications, such as:

Your use of these third party applications and any other similar third party applications is subject to their respective Terms of Service and other policies.

Liability Disclaimer

You use a Site or App at your own risk. Your use of the Content provided here is also used at your own risk. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, WILL WE OR ANY OF OUR AFFILIATES, SUBSCRIBERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, CIRCUMSTANTIAL OR AFTER CIRCUMSTANTIAL PUNITIVE DAMAGES THAT RESULT FROM DATA LOSS OR THE USE OF, OR INABILITY TO USE, A SITE OR APPLICATION, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY YOU ON ANY INFORMATION OR CONTENT OBTAINED THROUGH USE OF A SITE OR APPLICATION OR THAT RESULT FROM MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION OR CONTENT, INTERRUPTIONS IN TELECOMMUNICATION OR INTERNET CONNECTION TO A SITE OR APPLICATION, VIRUSES OR FAILURES OF PERFORMANCE, WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATION OR INTERNET FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO A SITE OR APPLICATION OR RELATED INFORMATION, RECORDS OR PROGRAMS.

Warranty Disclaimer

You expressly understand and agree that a Site or App and the information and Content available through a Site or App are provided on an “as is” “as available” basis. We do not warrant that a Site or App will be uninterrupted or error-free, and we make no warranty as to the accuracy, completeness, authenticity, or reliability of any information or Content available through the Site or the App. We expressly disclaim any and all warranties of any kind with respect to the Site or the App and the information or Content available through the Site or the App, including but not limited to any implied warranties of expectation of privacy, merchantability, or fitness for a particular purpose. A Site or App and the information available through a Site or App are always subject to change.

Changes to the Site or App

We may make changes or improvements to the Content, information, services, products, or other materials on a Site or App at any time without notice.

Jurisdictional Issues

We operate and control our Sites and Apps from our offices in the United States of America. We do not represent that materials on a Site or App are appropriate for use in other locations. Persons who access a Site or App from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

The parties agree to use the alternative dispute resolution procedure set forth herein as the sole means of resolving any disputes arising out of these Terms of Service and the rights and obligations of the parties hereunder. The parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms of Service promptly and initially between the parties by negotiation. If a dispute is not resolved by negotiation, the parties agree to participate in at least four (4) hours of mediation in accordance with the mediation procedures established by a mediation services provider chosen by the parties in Orange County, California. The parties agree that their participation in mediation is a condition precedent to any party pursuing any other available remedy in relation to the dispute. Any party to the dispute may give written notice to the other parties of their desire to commence mediation and a mediation session must take place within thirty (30) days after the date such notice is given. The parties agree to equally share the cost of the mediation which costs shall not include costs incurred by a party for representation by counsel at the mediation. In the event the dispute is not resolved by mediation, the parties agree to arbitrate the dispute in accordance with the rules, processes, and procedures of the American Arbitration Association office located in Orange County, California and if there is none, such other mutually agreeable arbitration service located in Orange County California. The proceedings shall be decided by a single arbitrator. All parties shall share the costs of the arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award or fails to comply with the arbitrator’s award the other parties are entitled to costs of suit, including reasonable attorney’s fees for having to compel arbitration or defend or enforce the award. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Terms of Service. For more information about the American Arbitration Association and its rules and procedures, visit http://www.adr.org.

There shall be no authority to resolve any disputes between you and us as a class action lawsuit. Arbitration shall be the only method of dispute resolution of the claims of a user or us. The arbitrator may not consolidate the claims of more than one person or parties that might have similar claims.

If it is determined that any part of this provision in relation to arbitration is invalid, unenforceable, or illegal, this arbitration provision shall be null and void, and you and we will have no right to settle the dispute through arbitration. If any claim or dispute under these Terms of Service is not subject to arbitration, then exclusive jurisdiction and venue shall be with a court of competent jurisdiction in Orange County, California. You consent to the jurisdiction of such courts.

Miscellaneous

These Terms of Service shall be governed by and construed in accordance with the laws of the state of California without regard to conflict of law principles, thereof. These Terms of Service shall benefit and be binding upon the parties hereto and their respective successors and assigns.

If any of these Terms of Service are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions.

This is the entire agreement between you and us governing your access to, dealings with, and use of a Site or App.

Any failure by us to assert any rights we may have under these Terms of Service does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity.

These Terms of Service may be modified only by our posting of changes to these Terms of Service.

To contact us regarding these Terms of Service, see support.cloudagentsuite.com.

These Terms of Service were last updated on May 31, 2018.