RDC Tdx Terms of Use

Teledex Subscription Agreement and Terms of Use

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All copyrights and at least the following terms and conditions apply to any information you get from Teledex now.

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TELEDEX SUBSCRIPTION AGREEMENT STANDARD LICENSE TERMS AND CONDITIONS

Important points, some developed more fully below

Teledex is a publication like a magazine or a newspaper. Through Teledex and its other publications, Real Data Corp (RDC) only reports on public record filings. RDC is not a credit reporting agency and makes no representations as to actual circumstances of fact at the time of filing or at any other time including the time YOU access the reported information. RDC cautions YOU that public records do not always reflect actual circumstances and that the meaning of public records is often obscure. In addition, the conditions existing when a public record was filed might (and frequently will) change as time passes.

Each and every time YOU log-on to and use Teledex, you agree and reaffirm your agreement with these Subscription Terms and, without limitation, that YOU will use Teledex and the Licensed Information only as a reference to the public records. YOU further agree to independently verify any published information which affects you before taking any action, forming opinions or otherwise relying on the published information in any way. You agree that you will take all prudent and necessary precautions in interpreting and using the Licensed Information, including any that you would have taken if you had not used or were not able to use Teledex.

You acknowledge that the Licensed Information and all aspects of the Teledex ticket system and the Teledex presentation of the Licensed Information are copyrighted. All rights are reserved to RDC. None of the preceding may be downloaded, copied, reproduced, reverse engineered, accquired or used in any fashion whatsoever except as permitted by this Subscription Agreement. Information YOU obtain through Teledex is intended solely for YOUR own use as the named subscriber. You also agree that, unless permitted bu this Subscription Agreement or you receive RDC's express written permission, you will not circulate, republish (either electronically or by phone, fax or any other means), any Teledex information, whether by itself or included as part of any other information or materials. If, in spite of the foregoing, you do circulate any information YOU obtain through Teledex, or if you allow any such information in your possession to be circulated, you will be fully responsible to RDC for any and all resulting losses, damages, claims, liabilities, costs, and expenses suffered or incurred by RDC. In the event that you breach any of your obligations under this Subscriptiion Agreement, RDC reserves the right to cancel any access YOU might have to Teledex immediately without prior notice or opportunity to cure. This is in addition to any other remedies RDC might have under law or this Subscription Agreement

Publication of any category or item of information is dependent on that information continuing to be reasonably available in the public records. Real Data Corp assumes no responsibility for changes in public policy which might affect the availability of public information.

1. DEFINITIONS. As used herein, the following terms shall have the following meanings:

(a) Subscription Agreement: these standard terms and conditions.

(b) Cause: any breach or default by YOU of any of YOUR obligations under this Subscription Agreement.

(c) YOU or YOUR: the customer of RDC as identified on this Page and further by the ID and password you use to access Teledex..

(d) Licensed Database: a compilation of real estate information developed and maintained by RDC for access and use by its customers.

(e) Teledex: RDC's system for retrieving real estate information as developed and maintained on this Website.

(f) Licensed Information: any information you get from Teledex and any of its associated instructions, explanations or ticket information.

(g) RDC: REAL DATA CORPORATION, a New Hampshire corporation with a mailing address of 103 Bay Street, Manchester, New Hampshire, 03104-3007.

(h) Tickets; electronic evidence (further described in About Tickets and elsewhere in this website) established by RDC, and purchased by YOU from RDC (at prices established and changeable from time to time by RDC) that entitles YOU to access and use Teledex.

2. LICENSE.

(a) Subject to and upon the terms and conditions of this Subscription Agreement, RDC hereby grants YOU a revocable, non-exclusive, and non-transferable license to access Teledex and the information contained therein.

(b) YOU may use Teledex to access and use the Licensed Database and the Licensed Information contained therein only for YOUR own internal private purposes or business operations. Except as specifically permitted by this Subscription Agreement or as may be specifically authorized by RDC in writing, YOU may not sell, assign, transfer, publish, disclose, display, copy, reproduce, sublicense, transfer, transmit, distribute, or otherwise make available to any third party any of the Licensed Information in any form or by any means.

(c) YOU may make such copies of the Licensed Information as may be reasonably required for YOUR own private or internal business purposes by transferring a display screen of Licensed Information at a time to paper or to a storage device that is under YOUR exclusive control. Any such copy transferred to a storage device shall only be retained on the storage device for a reasonable period of time (not to exceed thirty (30) days) solely in order to facilitate YOUR permitted use of the Licensed Information under this Subscription Agreement. In addition, YOU may incorporate the Licensed Information into reports YOU prepare for YOUR own customers. Notwithstanding the foregoing provisions, YOU are not permitted to use the Licensed Information as a component of or basis for a database prepared by or for YOU or any third party.

(d) All copies of the Licensed Information YOU make shall be the property of RDC and shall be subject to this Subscription Agreement. YOU agree to reproduce and incorporate all copyright and other proprietary rights notices of RDC in any and all copies of the Licensed Information YOU make.

(e) YOU shall not have any right, title, or interest in the Licensed Database(s) or the Licensed Information, nor in any of RDC’S proprietary rights therein, except for YOUR right to use Teledex to access and use the Licensed Database and the Licensed Information in accordance with this Subscription Agreement.

(f) YOUR access to and use of the Licensed Database and the Licensed Information shall end on the first to occur of (i) the termination of this Subscription Agreement, or (ii) the use of all Tickets YOU purchase from RDC.

(g) RDC shall furnish YOU (or agree to the use of one YOU supply) with a password to provide access to the Licensed Database. YOU shall be obligated for all Tickets used with that password unless and until RDC shall have received written notice from YOU that YOUR password is being used on an unauthorized basis. If YOU permit a third party to use YOUR password and should that third party (or anyone claiming under such third party) bring or threaten to bring any legal or equitable action against RDC related to any Licensed Database or any of the Licensed Information, regardless of whether the claim is meritorious, YOU shall indemnify RDC from and against any and all losses, damages, judgments, liabilities, costs, and expenses (including, but not limited to reasonable attorneys’ fees) incurred by RDC in connection with such claim or action.

3. CONFIDENTIALITY.

(a) YOU acknowledge that the Licensed Information has been and/or will be developed by RDC at great expense, that the licensed Information constitutes trade secret information of RDC, and that the amounts payable by YOU under this Subscription Agreement for use of the Licensed Information represent only a small portion of the costs so incurred by RDC. The information presented in the Licensed Information cannot be obtained from any public source in the form presented by RDC; rather, the information presented results from extensive processing, sorting, and calculation using data supplied from public records and methods developed and maintained by RDC. YOU further acknowledges that YOU benefit from YOUR ability to acquire and use the Licensed Information at a cost that is substantially less than the cost which would be incurred by YOU if YOU were to develop this information on YOUR own.

(b) YOU agree to employ diligent efforts and to exercise a reasonable degree of care so as to maintain the confidentiality of the Licensed Information. Such degree of care shall be at least as high as the degree of care which YOU would normally be expected to exercise with respect to YOUR own proprietary information for which YOU wish to maintain confidentiality.

(c) YOU also agree to take appropriate action by instruction or Subscription Agreement with any employees or contractors YOU might have who are permitted access to the Licensed Information in order to satisfy YOUR obligations under this Section. YOU agree to notify RDC immediately of the occurrence of and the circumstances surrounding any unauthorized use, possession, or knowledge of the Licensed Information.

4. COMMUNICATIONS EQUIPMENT AND SOFTWARE.

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(a) RDC does not require that any particular communications equipment or software be used to access the Licensed Database(s); however, such equipment and software must meet certain specifications in order to be compatible with RDC’S equipment and software. YOU acknowledge that YOU have had the opportunity to discuss with RDC the specifications with which YOUR equipment and software must comply in order to be compatible with RDC’S equipment and software.

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(b) The condition, repair, and compatibility of YOUR communications equipment and software is YOUR sole responsibility. RDC shall not be responsible for any defects, malfunctions, or other problems that may arise in YOUR use of YOUR communications equipment or software.

5. MAINTENANCE OF LICENSED DATABASE(S).

(a) RDC agrees to maintain each Licensed Database by updating it with additional Licensed Information as the same becomes available to RDC and is processed by it in the ordinary course of its operations. RDC does not promise that any Licensed Database will be current as of any particular date; although, RDC does intend to keep each Licensed Database as up-to-date as reasonably possible given the requirements of its business and the availability of information from the public offices.

(b) Notwithstanding anything to the contrary set forth in this Subscription Agreement, if RDC shall be delayed or hindered in, or prevented from, the performance of any act required under this Subscription Agreement by reasons of labor troubles, inability to obtain information or materials, failure of power, acts of God, restrictive governmental laws, regulations, or orders, riots, insurrection, war, or other reasons beyond RDC’S reasonable control, then the performance of any such act shall be excused for the period of the delay occasioned thereby and the time for the performance of any such act shall be extended for a period equivalent to the period of such delay.

6. LIMITATIONS.

(a) YOU acknowledge that Teledex is intended to provide a service that is useful for convenience, planning, and administration purposes only. YOU further acknowledge RDC does not guaranty the accuracy and completeness of the Licensed Information and that RDC does not originate, control the filing of, or verify the information it reports on Teledex. Information published by Teledex might, for many reasons, not accurately reflect the actual conditions that exist at the time of filing or at any other time, including, specifically, the time YOU access the Licensed Information. Rather, RDC warrants to YOU that RDC will (i) use reasonable care and diligence in the preparation of the Licensed Information, and (ii) take reasonable steps to cause the Licensed Information to reflect accurately the information obtained from the public records. YOU understand and agree that the Licensed Information is to be used only for informational purposes and only as a reference to the information contained in the public records covered by the Licensed Information. And YOU hereby covenant that YOU will verify independently the Licensed Information before taking any action in reliance on it.

(b) With the sole exception of the limited warranty set forth in subsection (a) above with respect to the Licensed Information, RDC MAKES AND YOU RECEIVE NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO TELEDEX OR ANY OF LICENSED INFORMATION AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

(c) RDC expressly disclaims responsibility for the accuracy and completeness of the public records used to prepare the Licensed Information, whether with respect to (i) actual physical conditions or circumstances existing in fact, (ii) representations made by the parties between themselves or to the public officer at the time of recording, or (iii) procedures followed by the public officer or office and compliance with applicable laws and regulations (including, without limitation, the calculation and administration of the real estate transfer tax by the registries of deeds).

(d) In the event that there is an error in any of the Licensed Information that was caused by RDC, RDC will update the Licensed Database with the corrected Licensed Information, at RDC’S own expense. In the event that there is any problem with RDC’S communications equipment or software which results in faulty retrieval, failure of retrieval, or loss of research, then RDC will make an appropriate adjustment to YOUR Tickets; provided, that YOU immediately report any such problem to RDC by telephoning RDC’S offices. The foregoing sets forth YOUR exclusive remedy and RDC’S entire liability, whether in contract, tort, strict liability, or otherwise, arising out of or in any way connected with any RDC-caused error in any of the Licensed Information and any problem with RDC’S communications equipment or software. Furthermore, it is expressly agreed that such remedies and liabilities shall not apply to errors in any Licensed Information not caused by RDC nor to any problems related to YOUR communications equipment or software or any improper use of any Licensed Database by YOU.

(e) RDC's liability is limited to any actual losses and damages YOU suffer in an amount not to exceed the fee YOU paid for the Ticket YOU used to retrieve the Teledex information in question. RDC reserves the right to settle any claim by issuing a refund for and canceling any unused tickets. IN NO EVENT SHALL RDC OR ANY PROVIDER OF ANY INFORMATION OR SERVICE TO RDC BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF USE OF TELEDEX INFORMATION OR ANY OTHER LOSS OF USE OR ANY INACCURACIES, ERRORS, OR OMISSIONS THEREIN,) AS A RESULT OF ANY BREACH OR DEFAULT BY RDC UNDER THIS SUBSCRIPTION AGREEMENT EVEN IF RDC HAS BEEN MADE AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

(f) YOU agree to defend, indemnify, and hold harmless RDC from and against any and all claims by third parties arising out of or in any way related to YOUR use of the Licensed Database(s) and the Licensed Information.

7. TERMINATION.

(a) This Subscription Agreement and/or YOUR license of any Licensed Database may be terminated by YOU at any time by written notice to RDC. RDC may terminate this Subscription Agreement and/or YOUR license of any Licensed Database at any time upon at least five (5) days’ prior written notice to YOU; provided, that, for Cause, RDC may terminate this Subscription Agreement and/or YOUR license of any Licensed Database without prior notice.

(b) If RDC terminates this Subscription Agreement without Cause, then RDC shall refund to YOU the purchase price YOU paid YOU for all unused Tickets remaining upon termination of this Subscription Agreement; otherwise, the purchase price YOU have paid for unused Tickets is non-refundable.

(c) No termination of this Subscription Agreement shall relieve YOU from any liability under this Subscription Agreement for any existing breach or default under this Subscription Agreement, nor shall the same relieve YOU from YOUR obligations under Section 2 or Section 3 above (which obligations shall survive the termination of this Subscription Agreement). The right of RDC to terminate this Subscription Agreement without notice for Cause shall be in addition to such other rights or remedies as may be available to RDC at law or in equity for any breach or default by YOU.

8. GENERAL.

(a) YOU agree to pay all federal, state, and local taxes (including, without limitation, sales and use taxes, privilege and excise taxes, and all other taxes of any kind or nature, exclusive only of taxes based on RDC’S income) related to or arising out of this Subscription Agreement, however or wherever such taxes may be designated, levied, or based.

(b) This Subscription Agreement shall be binding upon and shall be for the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns.

(c) All oral and written representations, statements, purchase orders, memoranda, specifications, instruments, and Subscription Agreements heretofore made between RDC and YOU are merged into this Subscription Agreement, which constitutes the entire Subscription Agreement between the parties with respect to the subject matter hereof. This Subscription Agreement may changed or amended by RDC from time to time without notice. Any such amended Subscription Agreement shall be posted on Teledex and linked to the log-in page (and possibly other pages). The Subscription Agreement in effect and which shall be binding on RDC and YOU, shall be the Subscription Agreement as posted at the time you log-on.

The act of RDC posting a changed or amended Subscription Agreement and YOUR logging-on after such posting by RDC shall be conclusive evidence that YOU have agreed to the newly posted Subscription Agreement. RDC will endeavor to include notice on the log-on page of the last date that this Subscription Agreement was changed or amended and will continue to include convenient and conspicuous links to the then-current Subscription Agreement but neither failure by RDC to include such notice nor YOUR failure to actually take notice of such changes or amendments whether or not RDC shall include such notice shall alter the fact that the newly posted Subscription Agreement shall be binding as provided herein. It is your responsibility to check for changes or amendments to the Subscription Agreement before you log-on.

No amendment or modification of, nor addition to, any Subscription Agreement which has been posted by RDC as provided herein shall be valid or binding unless the same shall be in writing and signed by both RDC and YOU.

(d) No waiver by RDC of any breach or default by YOU of any provision of, or failure by RDC to exercise in any respect any right or remedy provided in, this Subscription Agreement shall be deemed to be a waiver of any other breach or default, nor of any other right or remedy, of the same or other nature.

(e) This Subscription Agreement and all rights, remedies, and obligations hereunder (including matters of construction, validity, and performance), shall be governed exclusively by the laws of the State of New Hampshire and shall be enforceable in the courts of the State of New Hampshire.

(f) If any term, condition, or provision of this Subscription Agreement, or the application thereof to any person or circumstance, shall, to any extent, be held invalid or unenforceable by any court of competent jurisdiction or statute, then the remainder of this Subscription Agreement, or the application of such term, condition, or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, condition, and provision of this Subscription Agreement shall be valid and enforced to the fullest extent permitted by law.

(g) Any demand, notice, or other communication required or permitted hereunder shall be effective if in writing and either (i) hand-delivered to the addressee, or (ii) deposited in the mail (registered or certified) or delivered to a private express company addressed as follows: (A) if to RDC, at the address set forth in Section 1 above, or (B) if to YOU, at the address set forth in YOUR Teledex registration form. Either party may change its notice address by providing the other party with like notice of the change. E-mail notification with confirmation by the other party may be accepted by either party at its option as notification but e-mailing such notice shall not in-and-of itself constitute notice under this paragraph.