TERMS & CONDITIONS

1. About the Terms & Conditions and OfficeAtlas Web site

Within these Web site Terms of Service ("Terms") the term "OA" or we will refer to OfficeAtlas, a division of Sofvue, LLC, and their respective subsidiaries and affiliates that own and operate Web sites and Internet services on their behalf. The term "you" refers to you as a user of OfficeAtlas, a division of Sofvue, LLC, Web sites or Internet services described below.

What do these Terms cover?

These Terms set forth the terms and conditions through which OA will permit you to use these OA-owned and operated Web sites and services:

the Web sites www.OfficeAtlas.com (the "OA Sites")

What is outside the scope of these Terms?

Some of the OA Web site contains links to other Web sites, including Web sites of third parties who are acting on our behalf as our agents, suppliers, or providers. These other Web sites are not operated by OA and have their own terms of service that we encourage you to read before you use them. Other sites that we link to may contain OA branding, but these non-OA Web sites and resources are provided by companies or persons other than OA. Examples of these non-OA Web sites include Web sites where you are required to log-in using a username and password other than your username and password for the OA Web site – These Terms do not apply to those non-OA sites. Those sites will have their own terms of use that we encourage you to read before you use them.

2. Accepting These Terms

In order for you to use any of the OA Web site, you must first agree to abide by the Terms. You can accept these Terms by:

Checking the box next to "I have read and agree to the Terms of Service" (or similar language); or

Using any of the OA Web site, in which case you understand and agree that these Terms will apply to your use of those services (or any parts of them).

Before you continue to use the OA Web site, you should print or save a local copy of the Terms for your records.

3. Registration

In order to use the OA Web site you may be required to provide information about yourself (such as identification or contact details) as part of the registration process. You agree that any registration information you give to OA will be accurate, correct, and current.

4. Prohibited Uses

You specifically agree not to:

use the OA Web site to undertake or accomplish any unlawful purpose, including but not limited to, posting, storing, transmitting or disseminating information, data or material which is libelous, obscene, unlawful, threatening or defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, or otherwise violate any local, state, federal, or non-U.S. law, order, or regulation; post, store, send, transmit, or disseminate on the OA Web site any information or material which a reasonable person could deem to be unlawful; upload, post, publish, transmit, reproduce, create derivative works of, or distribute on the OA Web site in any way information, software or other material that is protected by copyright or other proprietary right, without obtaining any required permission of the owner; post on the OA Web site unsolicited bulk or commercial messages commonly known as "spam;" send very large numbers of copies of the same or substantially similar messages, empty messages, or messages which contain no substantive content, or send very large messages or files that disrupt a blog, newsgroup, chat, or similar feature of the OA Web site; initiate, perpetuate, or in any way participate in any pyramid or other illegal scheme through the OA Web site;

participate in the collection of very large numbers of e-mail addresses, screen names, or other identifiers of others (without their prior consent) from the OA Web site, a practice sometimes known as spidering or harvesting, or participate in the use of software (including "spyware") designed to facilitate this activity; collect responses from unsolicited bulk messages posted on the OA Web site; impersonate any person or entity, engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity (for example, "phishing") on the OA Web site;

restrict, inhibit, or otherwise interfere with the ability of any other person, regardless of intent, purpose or knowledge, to use or enjoy the OA Web site (except for tools for safety and security functions such as parental controls, for example), including, without limitation, posting or transmitting any information or software which contains a worm, virus, or other harmful feature, or generating levels of traffic sufficient to impede others’ ability to use, send, or retrieve information; register under the name of, nor attempt to use the OA Web site under the name of, another person; allow another person to access the OA Web site using your credentials; access (or attempt to access) the OA Web site through any automated means (including use of scripts or web crawlers), except through APIs or other interfaces specifically provided for this purpose, or violate the instructions set out in any robots.txt or similar file present within the OA Web site; engage in the systematic retrieval of data or other content from the OA Web site, except though APIs or other interfaces specifically provided for this purpose, to create or compile, directly or indirectly, a collection, compilation, database or directory, without OA's prior written consent; capture, rip, download, or otherwise create a copy of any content that is shown on the OA Sites without obtaining any required permission of the content owner; or take any actions for the purpose of manipulating or distorting, or that may undermine the integrity and accuracy of, any ratings or reviews of any movie or other entertainment program, service or product that may be presented by the OA Service.

5. Your Passwords and Unauthorized Use of Your Account

You agree and understand that you are responsible for maintaining the confidentiality of the password(s) you use to access the OA Web site. Accordingly, you agree that you will be solely responsible to OA for all activities that occur under your OA Web site accounts, and will be responsible for any breach of these Terms caused by these activities. If you become aware of any unauthorized use of your password or of your account, you agree to notify OA immediately.

6. Privacy and Your Personal Information

To understand how the OA Web site use information you provide, please read the Web site Privacy Policy at http://www.OfficeAtlas.com/PrivacyPolicy. This policy explains how OA and its providers handle your personal information when you register and use the OA Web site.

7. Content on the OA Web site

The OA Web site will allow you to access information, such as collections of data, video, audio, or other multimedia, and photographs and other static images (the "Content"). This Content may be owned by OA, other companies that give OA the right to distribute their Content, or users of the OA Web site (like you). OA grants you a limited license to view the Content and to use the OA Web site for personal, non-commercial purposes as set forth in these Terms or in a manner that does not require a license. Unless the Content was legally posted by you on the OA Web site, you may not distribute copies of the Content in any form (including by e-mail or other electronic means), without prior written permission from its owner except as permitted by law. Of course, you are free to encourage others to access the Content and to tell them how to find it.

In addition, our Content providers want to remind you that you must not remove, alter, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content. The copying, downloading, stream capturing, reproduction, duplication, archiving, distribution, uploading, publication, modification, translation, broadcast, performance, display, sale, or transmission of the Content is strictly prohibited unless it is expressly permitted by OA in writing. You may not incorporate the Content into any hardware or software application. This prohibition applies even if you intend to give away the derivative materials free of charge.

You understand that by using the OA Web site you may be exposed to Content that you may find offensive, indecent or objectionable. In this respect, you use the OA Web site at your own risk. If you would like to use them, there are commercially available services and software that can limit exposure to material that you may find objectionable.

8. Feedback

OA welcomes your feedback about the OA Web site. OA asks that you limit your feedback to the OA Web site. Any communications you send to OA are deemed to be submitted on a non-confidential Basis and become the sole property of OA. OA may, in its sole discretion, reproduce, use, publish, modify, disclose, distribute, or otherwise use these communications in any way and for any purpose. All of these uses by OA shall be without liability or obligation of any kind to you. These uses may include, for example, use of the content of any of these communications, including any works, marks or names, ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose without any obligation to compensate the originator of the communications and without liability to that person.

9. Proprietary Rights

You acknowledge and agree that OA (or OA’s licensors) own all legal right, title, and interest in and to the OA Web site, including any intellectual property rights which subsist in the OA Web site (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Unless you have agreed otherwise in writing with OA, nothing in the Terms gives you a right to use any of OA’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features except as permitted by law. If you have been given an explicit right to use any of these brand features in a separate written agreement with OA, then you agree that your use of these features shall be in compliance with that agreement, any applicable provisions of the Terms, and OA’s brand feature use guidelines as updated from time to time.

Unless you have been expressly authorized to do so in writing by OA, you agree that in using the OA Web site, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of these marks, names or logos.

10. Linking to the OA Sites

OA welcomes links to the homepages of any of the OA Sites. You are free to establish a hypertext link to these homepages so long as the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by OA. OA does not permit framing or inline linking to the OA Sites or any portions of them.

11. Discontinuing Use of the OA Web site and Termination of the Terms; Provisions That Remain in Effect after Termination

The Terms apply to all users of the OA Web site. Except as described below, depending on whether you are an unregistered user or a registered user, you can discontinue your use of the OA Web site so that these Terms no longer apply to you.

12. EXCLUSION OF WARRANTIES

YOU AGREE THAT YOUR USE OF THE OA Web site IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE OA Web site, AND THE INHERENT HAZARDS AND UNCEROAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE INTERRUPTIONS, DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH THIS INFORMATION. IF YOU RELY ON THE OA Web site OR ANY MATERIAL AVAILABLE THROUGH THEM, YOU DO SO AT YOUR OWN RISK. YOU UNDERSOAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DAOA THAT RESULTS FROM ANY MATERIAL AND/OR DAOA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE OA Web site.

THE OA Web site ARE PROVIDED TO YOU "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." OA AND ITS AGENTS AND LICENSORS CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, USEFULNESS, TIMELINESS, NONINFRINGEMENT, MERCHANOABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE OA Web site, NOR DO THEY GUARANTEE THAT THE OA Web site WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR THAT THE OA Web site WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13. LIMITATION OF LIABILITY

UNDER NO CIRCUMSOANCES SHALL OA (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES) OR ITS AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF ANY USE OR MISUSE OF THE OA Web site, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENOAL, INDIRECT, OR SIMILAR DAMAGES, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF THESE DAMAGES, REGARDLESS OF THE FORM OR CAUSE OF ACTION INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, AND OTHER TORT ACTIONS. BECAUSE SOME SOATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CEROAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THESE SOATES, THE LIABILITY OF OA AND ITS AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE SOATE LAW. YOU AGREE THAT THE LIABILITY OF OA (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES) AND ITS AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE OA Web site SHALL NOT EXCEED THE AMOUNT YOU PAID TO OA FOR THE USE OF THE OA Web site.

14. Indemnification

You agree to indemnify, defend, and hold harmless OA (including its parents, subsidiaries, and affiliates and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers) against all claims, losses, expenses, damages and costs (including reasonable attorney fees) resulting from any breach of the Terms or unauthorized use of the OA Web site. OA reserves the right, at its election to assume the exclusive defense and control of any matter subject to indemnification by you and you agree to cooperate with OA in connection with our defense.

15. Copyright Infringement

OA is committed to complying with U.S. copyright and related laws, and requires all users of the OA Web site to comply with these laws. Accordingly, you may not use the OA Web site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law.

If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the OA Web site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA") by sending OA’s authorized agent a notification of claimed infringement that satisfies the requirements of the DMCA. Upon OA’s receipt of a satisfactory notice of claimed infringement, OA will respond expeditiously either directly or indirectly (i) to remove the allegedly infringing work(s) accessible through the OA Web site or (ii) to disable access to the work(s). It is OA’s policy in accordance with the DMCA and other applicable laws to reserve the right to terminate access to the OA Web site (or any part of those services) for any user who is either found to infringe third party copyright or other intellectual property rights, including repeat infringers, or who OA, in its sole discretion, believes is infringing these rights. OA may terminate access to the OA Web site at any time with or without notice for any affected customer or user. If the affected user believes in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then that person may send a counter notification to OA. Upon OA’s receipt of a counter notification that satisfies the requirements of DMCA, OA will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA’s procedures with respect to a received counter notification. In all events, you expressly agree that OA will not be a party to any disputes or lawsuits regarding alleged copyright infringement.

Copyright owners may send OA a notification of claimed infringement to report alleged infringements of their works to:

Sofvue, LLC
Attn: Legal & Business Affairs
7558 W. Thunderbird Road, Suite 1-454
Phoenix, Arizona 85381
jtomblin@sofvue.com

Any notification of claimed infringement must be in a form that satisfies the requirements of Section 512(c)(3) of the U.S. Copyright Act. Under the DMCA, anyone who knowingly makes misrepresentations regarding alleged copyright infringement may be liable to OA, the alleged infringer, and the affected copyright owner for any damages incurred in connection with the removal, blocking, or replacement of allegedly infringing material.

If a notification of claimed infringement has been filed against you, you can file a counter notification with OA’s designated agent using the contact information shown above. All counter notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act.

16. Changes to the Terms

OA reserves the right to change these Terms from time to time consistent with applicable contract laws and principles. When these changes are made, OA will make a copy of the updated Terms available at this web page and may also make any updated Terms available to you by e-mail, direct mail, or other reasonable means as selected by OA.

OA will make the updated Terms available to you before they take effect. You understand and agree that if you use the OA Web site after the date on which the Terms take effect; OA will treat your use as acceptance of the updated Terms.

17. Trademarks

OfficeAtlas, a division of Sofvue, LLC,™ and the OA design logo are all trademarks or service marks of OA or its subsidiaries. All other trademarks and service marks appearing on the OA Web site are the properties of their respective owners.

18. General Legal Terms

The Terms constitute the whole legal agreement between you and OA and govern your use of the OA Web site, and completely replace any prior agreements between you and OA in relation to the OA Web site.

You agree that OA may provide you with notices, including those regarding changes to the Terms, by e-mail, regular mail, or postings on the OA Web site.

You agree that if OA does not exercise or enforce any legal right or remedy which is contained in the Terms (or which OA has the benefit of under any applicable law), this will not be taken to be a formal waiver of OA’s rights and that those rights or remedies will still be available to OA.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies of which OA is the parent shall be third party beneficiaries to the Terms and that these other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or entity shall be third party beneficiaries to the Terms.

The Terms, and your relationship with OA under the Terms, shall be governed by the laws of the State if Arizona, without regard to its conflict of laws provisions. By using the OA Web site, you consent to the exclusive jurisdiction of the state and federal courts in Phoenix, Arizona, in all disputes arising out of or relating to the Terms or OA Web site.

Revised and Effective: October 11, 2015