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The Site Selector™ User Agreement

Welcome to The Site Selector™! Your right to access The Site Selector™ (“Site Selector”) for which you (“Subscriber”) have registered at our website is subject to the following terms and conditions (collectively, the “Terms”).  By completing the registration process, you have agreed to be bound to the Terms. If you do not agree with the terms and conditions of this Agreement, please immediately discontinue use of Site Selector.

Site Selector.  Subject to our approval and these Terms, we grant to Subscriber and to its Authorized Users a terminable, non-exclusive, non-transferable, non-assignable, non-sublicensable and limited license to access Site Selector and use the software contained therein and the content displayed therefrom for its and their own business use.

Using Site Selector. Subscriber is responsible for obtaining and maintaining internet access and computer hardware, software and peripheral equipment sufficient to enable Subscriber to access and use Site Selector.  We are not responsible for providing any of the foregoing. Subscriber may not share access or login credentials with third parties except as expressly permitted by us, and shall ensure that each individual accessing or using Site Selector shall be an employee or authorized contractor, subcontractor or current client of Subscriber (each an “Authorized User”) accessing Site Selector through the use of his or her own independent log-in credentials.  Subscriber shall be responsible for all usage of Site Selector, including for any act taken, or failed to be taken, by an Authorized User that is required to be taken, or prohibited from being taken, by Subscriber hereunder, and for acts or omissions of any party obtaining access or login credentials from or through Subscriber or its Authorized Users. Subscriber may not use Site Selector as a service bureau or other form of data processing service on behalf of third parties.

Confidentiality. We will not disclose information expressly designated by Subscriber in Site Selector as confidential without Subscriber’s consent, unless required by law. We will use commercially reasonable administrative, physical and technical safeguards to protect the confidential information. If a court or government agency orders us to disclose the confidential information, we will promptly notify Subscriber, unless such notification is legally prohibited. These obligations of confidentiality do not apply to information which: (a) is or becomes generally available to the public; (b) becomes known to us on a non-confidential basis through a third party who is not subject to an obligation of confidentiality; (c) was lawfully in the possession of us prior to such disclosure; or (d) is independently developed by us or any of our affiliates or agents. Notwithstanding the foregoing, Subscriber understands and agrees that we may disclose Subscriber’s confidential information to our employees or agents solely for purposes of fulfilling our obligations under this Agreement, subject to obligations of confidentiality at least as restrictive as those set forth herein.

Data Privacy. Subscriber recognizes and acknowledges that personal data that it or any Authorized User may submit or provide to us through Site Selector is subject to our Privacy Policy (https://www.duffandphelps.com/privacy) as it exists today or is changed at our sole discretion at any time hereafter.

Intellectual Property. We acknowledge that all intellectual property rights in Subscriber’s information are owned by Subscriber. When Subscriber uploads, submits, stores, sends or receives content to or through Site Selector, Subscriber gives us, our affiliates, and our agents a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with Site Selector), communicate, publish, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving Site Selector.  Subscriber acknowledges that all intellectual property rights in Site Selector are owned by us, our affiliates, our agents, or other third parties. Site Selector, including, but not limited to, any incorporated text, images, illustrations, graphics, logos, digital downloads, data, software, headers, icons, scripts, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by and subject to United States and international copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes). Subscriber may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works based on, transfer, sell or otherwise use, in any medium, Site Selector or any content therein. Subscriber will not remove or conceal any proprietary rights notice on any output derived from Site Selector and will include such notices and any accompanying disclaimers on any copy of such output.

Termination. We may terminate or discontinue the operation of Site Selector and all licenses granted to you, at any time, for any reason or no reason whatsoever.

Severability. If any of these terms is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or invalidate or render unenforceable such term in any other jurisdiction.

Warranty. SUBSCRIBER AGREES THAT SITE SELECTOR IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND.  SUBSCRIBER ACKNOWLEDGES THAT WE MAKE NO REPRESENTATION OR WARRANTY WHATSOEVER RELATING TO THE ACCURACY OR COMPLETENESS OF DATA PROCESSED BY SITE SELECTOR OR TRANSMITTED TO OR FROM US.  EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  WE DISCLAIM ANY WARRANTY THAT SITE SELECTOR, OR ANY COMPONENT OR EQUIPMENT, WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR-FREE, OR THAT IT SHALL MEET SUBSCRIBER’S NEEDS.  

Disclaimer. Subscriber understands that any content provided through Site Selector is for informational purposes only and does not constitute the rendering or offering by us of legal, financial or other professional advice, or an offer to engage in a transaction. Subscriber is solely responsible for making its own legal determinations and business decisions and for any consequences relating thereto. Although Site Selector may make available certain forms or instruments that may be capable of electronic execution by Subscriber we make no representation or warranty about the suitability of any such form for any particular purpose. Subscriber should obtain independent legal advice in connection with any such document made available on Site Selector. Subscriber acknowledges and agrees that all data and information that it or any of its Authorized Users chooses to upload into and have available or processed through Site Selector is uploaded and used in its discretion and at its own risk, and Subscriber takes full responsibility for such uploads, access and use. Similarly, any  use by you of any information posted by others to Site Selector is at your own risk. We make no representations as to the accuracy, reliability, or validity of any posts or uploads made by any third party via Site Selector. We will rely on the accuracy and completeness of any information provided by and on behalf of the Subscriber, and information provided by or obtained from third parties, to facilitate the functionality of Site Selector. We are not responsible for any damages resulting from any decisions made by Subscriber or any Authorized User to whom Subscriber grants access to Site Selector. We make no representations to the accuracy or reliability of information from third party sources. Unless separately agreed, we do not offer any opinion as to the value of any projects or proposals listed on Site Selector.

Indemnity. Subscriber will defend, indemnify, and hold us, our affiliates, and our agents harmless from and against any claims, liabilities, damages, losses and expenses, including reasonable legal fees and expenses, arising out of or in any way connected with Subscriber’s or its Authorized Users’ access to or use of Site Selector, or Subscriber’s or any of its Authorized Users’ breach of this Agreement.

Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR RELATED TO SITE SELECTOR EXCEED THE AMOUNT OF FEES SUBSCRIBER PAID TO US IN CONNECTION WITH THE TRANSACTION GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO SUBSCRIBER, ITS AUTHORIZED USERS OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE FAILURE OF ANY PARTY TO FULLY PERFORM ITS OBLIGATIONS RELATED TO ANY TRANSACTION.

Prohibited Activities. Subscriber is specifically prohibited from any use of Site Selector, and Subscriber agrees not to use or permit others to use Site Selector, without limitation, for any of the following: (i) taking any action that imposes an unreasonable or disproportionately large load on, or waste of valuable time for, Site Selector’s infrastructure or resources, including, but not limited to, sending or promoting the distribution of “spam,” “junk mail,” or other such unsolicited or unlawful mass e-mailing techniques; (ii) any purpose that is unlawful, illegal or prohibited hereby, including, without limitation, the sending, posting, transmitting, displaying, distributing, or knowingly receiving of or searching for any threatening, harassing, libelous, defamatory, obscene, scandalous, inflammatory, or profane material, content or images; (iii) allow or facilitate others to gain access to our information technology systems, environments, networks, files, data or accounts through the use of assigned passwords; (iv) accessing or attempting to access our information technology systems, environments, networks, files, data or accounts to which express authorization has not been obtained (including access to data not intended for Subscriber), or logging into a server or account that Subscriber is not authorized to access; (v) attempting to decipher, decompile, disassemble, modify, remove or reverse engineer any of the software or HTML code comprising or in any way making up a part of Site Selector; (vi) interfering with, disrupting, disabling or damaging (or attempting to interfere with, disrupt, disable or damage), in an unauthorized manner, the use or operation of Site Selector, including by use of any programs, scripts, commands, viruses, worms, web bugs, harmful code, Trojan horses, other contaminants, or otherwise; (vii) attempting to circumvent or subvert system or network security (i.e., authentication) mechanisms, or probing the security of any system, network, or account, associated or used in conjunction with Site Selector; (viii) uploading, posting, e-mailing or otherwise transmitting any information, content, or proprietary rights that Subscriber does not have a right to transmit; and/or (ix) using any robot, spider, intelligent agent, meta-searching, other automatic device, or manual process to search, monitor or copy Site Selector’s pages or content. We, at our sole discretion, retain the right to deny access to Site Selector to anyone for any reason.

About these Terms. We reserve the right to make modifications, alterations, enhancements and improvements to Site Selector, or to any of the Terms (collectively, the “Revisions”), at any time. Continued use of Site Selector shall constitute Subscriber’s agreement to any and all such Revisions. If either party delays or fails to exercise any right or remedy under the Agreement, it will not have waived that right or remedy. We and Subscriber are dealing at arms’ length, creating a commercial relationship. We are not Subscriber’s agent, representative or fiduciary. Any dispute or claim arising out of these Terms, the licenses hereby granted or Subscriber’s use or of access to Site Selector will be governed by and construed in accordance with the laws of the State of New York.  Subscriber further agree to submit to the exclusive jurisdiction and venue in the state and federal courts located in the State of New York for all disputes, cases and controversies regarding Site Selector. These Terms and the licenses hereby granted are for the sole and exclusive benefit of us and Subscriber and shall not be deemed to be for the direct or indirect benefit of the Authorized Users of Subscriber or any entities associated in any way with Subscriber. Any rights not expressly granted herein are reserved.

Last Revision Date: June 2019