Terms of use Updesk.com

THE FOLLOWING DESCRIBES THE TERMS OF USE FOR UPDESK.COM AND REAL-ACT. OTHER PRODUCTS AND SERVICES OFFERED THROUGH UPDESK.COM MAY ALSO BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS. WHERE SPECIFIED, THESE ADDITIONAL TERMS AND CONDITIONS SHALL TAKE PRECEDENCE OVER THESE TERMS AND CONDITIONS.

This License Agreement ("Agreement") is a contract between you and UpDesk.com (BizBrick Corporation) and applies to your use of the Real-ACT systems and services, membership of The Association of Home Investor Specialists (Association) and any related products and services made available through UpDesk.com / BizBrick Corporation. If you do not agree to be bound by the terms and conditions of this Agreement, please do not purchase products through this website or its associated online entities. When you license Real-ACT, you agree to be bound by these terms and conditions.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you use UpDesk.com products and services. We strongly recommend that, as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a Member. Please note: underlined words and phrases are links to these pages and websites. By accepting this Agreement, you also agree that your use of other UpDesk.com services will be governed by the terms and conditions posted on those web pages.

We may amend this Agreement at any time by posting the amended terms on our website (www.UpDesk.com). Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site.

In this Agreement, "you" or "your" means the individual person who purchased the product of servide through UpDesk.com. Unless otherwise stated, "Real-ACT" "UpDesk.com" "we" or "our" will refer collectively to BizBrick Corporation and its subsidiaries.

This Agreement was last modified on 02/20/2006 .

1.License. In order to use the Real-ACT systems, you must first purchase and register a licensed copy of the ACT contact management system which is not included as part of Real-ACT. The purchaser of Real-ACT is entitled to use the Real-ACT functionality on a single licensed copy of ACT. Additional licensed users of ACT must purchase individual copies of Real-ACT for their own use. For example, where a ten user version of ACT has been installed, ten unique copies of Real-ACT must also be purchased.

By licensing Real-ACT from BizBrick you agree that the Real-ACT files represent significant commercial value and as such you agree to maintain their security to prevent unauthorized access, copying or distribution. In the event you are found to have illegally distributed, copied or otherwise replicated the Real-ACT files in any way you agree that this will cause significant material and financial damage to BizBrick and you will be required to compensate BizBrick for loss of revenue, legal fees and appropriate damages as may be determined in a court of law.

2.The Legal Relationship between You and BizBrick Corporation.

2.1 Release. In the event that you have a dispute with one or more consumers, you release BizBrick (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

2.2 No Warranty. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SYSTEMS, FILES AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

2.3 Limitation of Liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF REAL-ACT, OUR WEB SITE, MEMBERSHIP, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion of limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.

OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE ACTUAL AMOUNT OF DIRECT DAMAGES OR THE AMOUNT PAID FOR THE SOFTWARE OR SERVICES.

2.4 Indemnification. You agree to indemnify and hold BizBrick, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your use of Real-ACT, or your violation of any law or the rights of a third party relating to your use of Real-ACT or the use of any related Services.

3.Fees. All fees are set forth in the Fee Schedule. All fees will be assessed in US dollars. Your account and all transactions are made and displayed in U.S. dollars unless otherwise specified and may be subject to exchange rates.

4.International Use. To be eligible for membership, you must be a resident of the United States or one of the approved countries listed below:

Anguilla

Argentina

Australia

Austria

Belgium

Brazil

Canada

Chile

China

Costa Rica

Denmark

Dominican Republic

Finland

France

Germany

Greece

Hong Kong

Iceland

India

Ireland

Israel

Italy

Jamaica

Japan

Luxembourg

Mexico

Netherlands

New Zealand

Norway

Portugal

Singapore

South Korea

Spain

Sweden

Switzerland

Taiwan

United Kingdom

United States

YOU MAY ONLY PURCHASE PRODUCTS AND SERVICES AFTER DETERMINING THAT BECOMING DOING SO VIOLATES NO LAWS OR REGULATIONS IN YOUR RESPECTIVE COUNTRY AND JURISDICTION. If you are an international resident (non USA), you warrant that you are violating no law or regulation by your use of UpDesk.com Services or by purchasing Real-ACT.

7.Your Information and Restricted Activities

7.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, payment process, stores or other features of our Service. You are solely responsible for Your Information, as we act as a passive conduit for your online distribution and publication of Your Information.

7.2 Restricted Activities. Your Information and your activities (including your payments and receipt of payments) through our Service shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) consist of providing yourself a cash advance from your credit card (or helping others to do so), (d) be related in any way to gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools), with the exception of payments for gaming transactions that are expressly authorized by law in the jurisdiction of both the sender and the recipient of the payment; (e) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (f) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (g) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (h) be obscene or contain child pornography; (i) contain any viruses, Trojan horses, worms, time bombs cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; and (j) create liability for us or cause us to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than sending and receiving payments and managing your account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

7.3 License. Solely to enable BizBrick to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensible (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. BizBrick will use and protect Your Information in accordance with our Privacy Policy.

7.4 Trademarks. UpDesk.com, Real-ACT, USHomeInvestor.com, Home Investor, HIS, IAHIS, Home Investor Specialist, The Home Investor, The Home Inve$tor, Home Inve$tor, BizBrick, and all related logos, products and services described in this website are either trademarks or registered trademarks of BizBrick Corporation, or its licensors, and (aside from the circumstances described below) may not be copied, imitated or used, in whole or in part, without the prior written permission of BizBrick. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Home Investor may not be copied, imitated, or used, in whole or in part, without the prior written permission of BizBrick.

7.5 Copyright. All web site content at www.UpDesk.com is the copyright of BizBrick Corporation. Real-ACT products, files, templates and layouts are copyright of BizBrick Corporation. No material supplied to Members under this agreement may be resold, shared, loaned or published in print or digital form; absolutely no copying of Real-ACT content is permitted under any circumstances. Real-ACT database definitions, screen layouts, report templates, macro scripts and related information are the exclusive copyright of BizBrick Corporation and may not be re-sold, redistributed, copied or replicated in any way. All Real-ACT files are provided electronically for the sole use of the purchaser to be implemented on the Purchaser's PC alongside a legally licensed copy of ACT.

8.Access and Interference. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Updesk.com site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is proprietary or is licensed to our members, users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content from our web site without the prior expressed written permission of BizBrick or the appropriate third party. If you use, or attempt to use the Service for purposes including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, you will be subject to damages and other penalties, including criminal prosecution where available.

9.Privacy and Security. We do not sell or rent your personal information to third parties for marketing purposes without your consent.

10. Non-refundable. Your purchase of the Real-ACT system is non-refundable. Full information, including screen layouts are provided at UpDesk.com for you to assess the suitability of Real-ACT for your needs prior to purchase.

11.Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of BizBrick. BizBrick reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.

12.Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services.

14.Notices.

14.1 Electronic Communications. You agree that this Agreement constitutes "a writing signed by You" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive all Communications from Home Investor in electronic form. Electronic Communications may be posted on the pages within the Home Investor website or Intranet and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. BizBrick reserves the right but assumes no obligation to provide Communications in paper format.

14.2 Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to BizBrick Corporation, Attn: Legal Department, 169 Delorenzo Drive, Duxbury, Massachusetts 02332 (in the case of BizBrick or Home Investor) or to our online message center or the email address you provide to Home Investor during the registration process (in your case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to the address provided to Home Investor during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

15.Legal Disputes. In the event a dispute arises between you and BizBrick, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and BizBrick agree that any controversy or claim at law or equity that arises out of this Agreement or BizBrick's services ("Claims") shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, BizBrick strongly encourages users first to contact BizBrick directly to seek a resolution. BizBrick will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

15.1 Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or BizBrick may elect to resolve the dispute through binding arbitration conducted by telephone, on-line, and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.2 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Plymouth County, Massachusetts. You and BizBrick agree to submit to the personal jurisdiction of the courts located within the county of Plymouth, Massachusetts.

15.3 Alternative Dispute Resolution. BizBrick will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Plymouth County, Massachusetts or another location mutually agreed upon by the parties.

15.4 Violations of Section 15. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the party first to assert a Claim, either through a court filing or commencement of arbitration. Should either party file an action contrary to this Section 15, the other party may recover attorneys' fees and costs up to $10000.00, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

16.General. This Agreement is governed by and interpreted under the laws of the state of Massachusetts, U.S. as such laws are applied to agreements entered into and to be performed entirely within Massachusetts by Massachusetts residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern Section 16 hereof, to the extent that the FAA is inconsistent with Massachusetts law. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by BizBrick, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. Sections (3) Fees, (2.4) Release, (8) Access and Interference, (2.6) Limitation of Liability, (2.7) Indemnity, and (16) Legal Disputes shall survive any termination or expiration of this Agreement.

17.Disclosures. The Services are offered by UpDesk.com, a division of BizBrick Corporation., located in Duxbury, Massachusetts. If you are a Massachusetts resident, you may have this same information emailed to you by sending a letter to the address below with your email address and a request for this information.

Updesk.com Support

C/o BizBrick Corporation

PO Box 2249

Duxbury MA 02331

USA

Disputes between you and BizBrick regarding our Services may be reported to Customer Support by sending an email to "support @ bizbrick.com"