PLEASE READ THE TERMS OF THE FOLLOWING AGREEMENT CAREFULLY. THE SUBMISSION OF INFORMATION TO AND USE OF INFORMATION AND SERVICES PROVIDED BY REAL CAPITAL ANALYTICS, INC., REAL CAPITAL ANALYTICS, B.V., AND REAL CAPITAL ANALYTICS LIMITED (COLLECTIVELY “RCA”) THROUGH THE RCA WEB SITE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS OF SERVICE” OR “AGREEMENT”). BY SUBMITTING INFORMATION TO OR RECEIVING AND ACCESSING INFORMATION FROM THE WEB SITE YOU AND YOUR FIRM (COLLECTIVELY “CUSTOMER”) AGREE TO THE FOLLOWING TERMS OF SERVICE. THESE TERMS OF SERVICE ARE A LEGAL AGREEMENT BETWEEN YOU AND RCA.
IF YOU AND YOUR FIRM DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT SUBMIT INFORMATION TO, OR RECEIVE AND ACCESS INFORMATION FROM RCA. ALL QUESTIONS REGARDING THIS AGREEMENT SHOULD BE DIRECTED TO CLIENT SERVICES AT RCANALYTICS.COM.
General 
The Global Capital Trends® Reports, U.S. Capital Trends (formerly Capital Trends Monthly Reports), Troubled Asset Radar Reports, Special Reports, Global Currents, Market Trends and Trades Reports, Cross Border Capital Tracker, Web Site and Database, Transactional Data, Standardized Downloads and other information, reports and services offered by Real Capital Analytics, Inc., Real Capital Analytics, B.V. and Real Capital Analytics Limited (collectively “RCA Products”) to Customer (individually and collectively the “RCA Products”) are provided solely for general information, and do not constitute real estate, legal, tax, accounting, or other professional advice. Before acting on any information provided by RCA, Customer should consult an appropriate professional.
These Terms of Service and your Subscription Agreement with RCA, of which the Terms of Service are a part (“Agreement”) govern the use of the RCA Products provided by RCA to Customer. Defined terms contained in these Terms of Service which are not defined herein shall have the same meaning as used in Customer’s Agreement with RCA. In the event of a conflict between the terms and conditions contained in these Terms of Service and Customer’s subscription Agreement, the terms and conditions contained in Customer’s subscription Agreement shall prevail.
By accessing the RCA Products, Customer agrees to be bound by this Agreement. Customer’s use of RCA Products is subject to the Terms of Service attached to your Subscription Agreement or posted on RCA’s Web Site on the date of Customer’s use of the RCA Products unless otherwise agreed. RCA reserves the right to add, remove or modify portions of these Terms of Service at any time and without notice. Any real estate transactional data provided to RCA by Customer may be incorporated into the RCA Products for all purposes. It is the duty of Customer to make sure it is not a breach of any agreements it may have regarding confidentiality.
Your Subscription
Customer shall: (a) provide accurate, current and complete registration information and (b) maintain and update this information to keep it accurate, current and complete.
Only a registered Customer user may access the RCA Products using Customer’s user name and password. Each Customer user must enroll separately and complete his or her own registration. Transfer or assignment of a Customer’s password or user name to any person is strictly prohibited. RCA reserves the right to require Customer to reset Customer’s user password from time to time. All uses of the RCA Web Site must be through the interface provided on the Web Site.
RCA may terminate Customer’s subscription to the RCA Products or deny access to all or part of the RCA Products without prior notice if Customer violates any of the terms of this Agreement. RCA may terminate Customer’s subscription to the RCA Products at such time as Customer is acquired by any third party which in the reasonable opinion of RCA is a competitor of RCA.
RCA reserves the right to audit and electronically monitor the number of requests for information a Customer submits, and the frequency and duration of a Customer’s online activity.
Customer agrees to pay all fees and charges (including, but not limited to, all applicable sales, use, value added or other taxes of any kind) incurred in connection with Customer’s subscription, username, and password as provided under Customer’s Subscription Agreement. In the event of a merger or acquisition of Customer with another entity, including another RCA customer, separate terms must be negotiated to add or combine any users/user groups from the new entity with Customer.
Use Restrictions
Customer may use and copy the RCA Products only as expressly provided by this Agreement. Customer may use the RCA Products only in the ordinary course of its business operations for its own internal business purposes. Customer may copy the RCA Products to the extent reasonably necessary to exercise its rights and perform its obligations under this Agreement. Except as expressly provided by this Agreement, Customer shall not, nor shall it permit any other person to: (a) make or retain any copy of the RCA Products; (b) use the RCA Products as part of any effort to compete with RCA, including without limitation, using the RCA Products to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss of RCA sales from an existing or potential customer; (c) access, monitor or copy any content or information on RCA’s Web Site for the purposes of data mining, report mining, data scraping, screen scraping or other unauthorized data collection, including without limitation, using any robot, spider, scraper or other automated means or any manual process without RCA’s express written permission; (d) take any action that imposes, or may impose, in RCA’s sole discretion, an unreasonable or disproportionately large load on RCA’s infrastructure; (e) violate the restrictions in any robot exclusion headers on RCA’s Web Site or bypass or circumvent other measures employed to prevent or limit access to RCA’s Web Site; (f) sell, market, license, sublicense, distribute, or otherwise grant to any person any right to use the RCA Products; (g) add display or create derivative works from the RCA Products; or (h) remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the RCA Products, or fail to preserve all copyright and other proprietary notices in any copy of the RCA Products made by Customer. All rights not explicitly granted under this Agreement are expressly reserved by and to RCA.
Proprietary Rights
RCA Products and images, illustrations, designs, icons, graphs, charts, lists, photographs, and written and other materials contained in the RCA Products (“Proprietary Items”) are provided on strictly limited use basis. All rights, including without limitation, Intellectual Property Rights (defined below), title, and interest lie exclusively with RCA and its data suppliers. This Agreement is not an agreement of sale, and no title or Intellectual Property Rights or other ownership rights to the RCA Products are transferred to Customer pursuant to this Agreement. Customer acknowledges that the restrictions in this Agreement are reasonable and necessary to protect RCA and its data suppliers legitimate business interests. Customer acknowledges that the real property ownership information is proprietary information of RCA and its data suppliers and has been furnished to Customer in trust. Customer acknowledges that the real property ownership information is a valuable commercial product, the development of which has involved the expenditure of substantial time and money. Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Privacy Policy
Use of the RCA Products is subject to the RCA Privacy Policy which can be found on the RCA Web Site. The RCA Privacy Policy may be updated from time to time and is incorporated into these Terms of Service by reference, as if set forth fully herein.
Click here to view the Privacy Policy.
Warranty Disclaimer
RCA Products have been compiled from public and private sources believed to be reliable. Any reliance upon the RCA Products is at Customer’s risk, and RCA and its data suppliers shall not be responsible to Customer or any third party for any liability arising from or related to the use of RCA Products in any way.
ALL SERVICES AND RCA PRODUCTS ARE PROVIDED AS IS, AS AVAILABLE AND WITH ALL FAULTS, AND RCA AND ITS DATA SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE REGARDING THE SERVICES OR DELIVERABLES OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT. RCA AND ITS DATA SUPPLIERS ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS.
Section and Use Indemnification
Customer assumes the sole responsibility for the selection of the RCA Products to achieve Customer’s intended results, the use of the RCA Products, and the results attained from such selection and use. Customer shall defend RCA and its affiliates, and the directors, officers, employees, independent contractors, data suppliers, and agents of RCA and its affiliates (“RCA Indemnitees”), at Customer’s sole cost and expense, against any and all demands, claims, actions, suits, or other proceedings (“Claims”) against RCA-Indemnitees arising from or related to Customer’s selection or use of RCA Products whether or not such use is in accordance with this Agreement and shall indemnify and hold RCA-Indemnitees harmless from any and all judgments, losses, liabilities, damages, costs, and expenses (including without limitation, reasonable attorney's fees and attorney's disbursements) arising out of or incurred in connection with such Claims. Customer’s liability under this Selection and Use Indemnification shall be reduced to the extent that Customer is actually prejudiced by RCA’s failure to give notice of a Claim to Customer promptly after RCA learns of such Claim. Customer shall have the right to control the defense and settlement of any Claims for which Customer is obligated to defend, but RCA shall have the right to participate in such Claims at its own cost and expense.
Limitation of Liability
RCA’s total liability under this Agreement shall under no circumstances exceed the amount paid by Customer, if any, for accessing the RCA Products in the calendar year in which the related claim accrued. Under no circumstances shall RCA or its data suppliers be liable to Customer or any other person for lost revenues, lost profits, loss of business, or any indirect, incidental, special, punitive, or consequential damages of any nature, regardless of legal theory and whether or not foreseeable, even if the exclusive remedies provided by this Agreement fail of their essential purpose and even if RCA or Customer has been advised of the possibility or probability of such damages. The remedies specifically provided by this Agreement and the provisions of this Limitation of Liability set forth Customer’s exclusive remedies and allocate between RCA and Customer the risks under this Agreement, some of which may be unknown or undeterminable. Such limitations were a material inducement for RCA to enter into this Agreement, and RCA and Customer have relied upon such limitations in determining whether to enter into this Agreement.
Entire Agreement
This Agreement, as it may be amended from time to time, constitutes the entire agreement between Customer and RCA and governs Customer’s use of the RCA Products and any other information, reports or services provided by RCA. If any part of this Agreement is held invalid or unenforceable, RCA may terminate the Agreement.
Third Party Beneficiaries
RCA’s data suppliers are intended third party beneficiaries under the immediately preceding Indemnification and Limitation on Liability Sections of this Agreement and are entitled to all rights and benefits under and may enforce and obtain all remedies under law or in equity for breaches of these Sections. Except for RCA’s data suppliers, Customer and RCA agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.
Governing Law/Forum
The laws of the State of New York, excluding its conflict-of-laws rules, govern this Agreement and Customer’s use of the RCA Products. Customer expressly agrees that exclusive jurisdiction for any claim or dispute with RCA resides solely in the United States District Court for the Southern District of New York, the Supreme Court for the State of New York, New York County, or the Civil Court for the City of New York, New York County and applicable appeals courts. Customer further agrees and expressly consents to the exercise of personal jurisdiction in the aforesaid courts in connection with any such dispute including any claim involving RCA or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
Assignment
This Agreement, and all licenses, rights and obligations under this Agreement, may be assigned by RCA. This Agreement, and all licenses, rights and obligations under this Agreement, may not be assigned or otherwise transferred by Customer without the prior written consent of RCA. Any attempted assignment or transfer in violation of this Assignment Section shall be void. Without limiting the generality of the foregoing sentence, this Agreement and all of the provisions in this Agreement shall be binding upon and inure to the benefit of the successors in interest and assigns of RCA and Customer.
Google Maps
Use of Google Maps within the RCA Products is subject to the Google Maps Terms of Service located at http://maps.google.com/help/terms_maps.html and the Google Legal Notices located at http://www.maps.google.com/help/legalnotices_maps.html. The Google Terms of Service and Google Legal Notices may be updated from time to time and are incorporated into these Terms of Service by reference, as if set forth fully herein.
Tele Atlas Geocodes
Use of Tele Atlas Geocodes within the RCA Products is subject to the Tele Atlas Terms of Service located at http://rcanalytics.com/termsofservice/teleatlas.aspx. The Tele Atlas Terms of Service may be updated from time to time and are incorporated into these Terms of Service by reference, as if set forth fully herein.
Last Updated on January 24, 2011