Terms and Conditions

Terms and Conditions

1. Definitions. The following terms shall have the following meanings in these Terms and Conditions:
   1. OregonRanches.com means OregonRanches.com, an Oregon company.
   2. Property means a parcel of real property which is the subject of a Property Profile.
   3. Property Profile means the data and other information regarding a parcel of real property located in the state of Oregon and which is owned by Seller.
   4. Seller means the seller of a Property under these Terms and Conditions.
   5. Terms and Conditions means these terms and conditions which are part of the agreement between Seller and OregonRanches.com regarding the services provided to Seller in connection with the Website.
   6. Website means the Website with the uniform resource locator of www.OregonRanches.com, or a substitute Website, in OregonRanches.com' sole discretion.
2. Fees. In consideration for displaying Seller's Property Profiles the Website, Seller agrees to pay to OregonRanches.com a fee in the amount set forth as a fee on the Website (the "Fees"). All Fees shall be due and owing and shall be paid at the time a Property Profile is submitted to Oregon Ranches. Interest on the unpaid Fees shall accrue at the rate of eighteen percent (18%) per annum from the date such Fees become due and owing, until paid.
3. Services Provided. In consideration for the payment of Fees, OregonRanches.com agrees to display Seller's Property Profile on the Website [describe specifically what will be provided-need to be careful not to raise the services to the level of "professional real estate activity" under the Oregon Revised Statutes]
4. Interruptions in Service. Seller acknowledges that the Website may from time-to-time be unavailable to Seller and users of the Website, whether because of technical failures or interruptions, intentional downtime for service or changes to Website, or otherwise. Seller agrees that any modification of the Website, and any interruption or unavailability of access to Website shall not constitute a default under these Terms and Conditions, and that OregonRanches.com shall have no liability of any nature to Seller for any such modifications, interruptions, unavailability, or failure of access.
5. Passwords. Seller shall not have access to the Website to submit a Property Profile without a password. The initial temporary password will be provided by OregonRanches.com, and thereafter, the Seller shall create and maintain its own password. Passwords are subject to change, suspension, or cancellation by OregonRanches.com at any time. If, at any time, Seller has reason to believe that a password is being used or has been disclosed to anyone not authorized under these Terms and Conditions, Seller shall immediately give notice of such event to OregonRanches.com.
6. Submission of Property Profiles. With respect to each Property Profile or change to a Property Profile submitted to OregonRanches.com under these Terms and Conditions, Seller agrees as follows:
   1. Seller consents to display of the Property Profile on the Website, and any modifications of the Private MLS and the Public MLS, the licensing of the Public MLS and Private MLS, disclosure and public display of the Property Profile by OregonRanches.com, and any other lawful use of the Property Profile by OregonRanches.com.
   2. The Property Profile will comply in all respects with the policies and procedures of OregonRanches.com then in effect.
   3. As of the time of submission of any Property Profile to OregonRanches.com, all information included in the Property Profile will be accurate and not misleading, and will at all times while the Property Profile is displayed on the Website, will remain accurate and not misleading. Consistent with the forgoing, Seller agrees, within five (5) days of any change in the information included in the Property Profile to submit to OregonRanches.com all information which will make the Property Profile accurate and not misleading. Specifically, Seller shall deliver notice to OregonRanches.com by e-mail at the address set forth on the Website within five (5) days of the sale of the Property, or the date on which an enforceable purchase agreement is executed by the Seller and the buyer of the Property, and OregonRanches.com shall remove the Property Profile from the Website.
   4. All Property Profiles will at times be consistent and comply with applicable law.
   5. Seller is and will be the owner of the Property.
   6. Seller represents and warrants that each Property Profile submitted to OregonRanches.com, including all graphics, text, and other elements of the Property Profile, will not infringe on or constitute a misappropriation of any trademark, copyright, or other intellectual property rights of any person or entity.
7. No Warranty; Nature of Services. THE SERVICES PROVIDED TO SELLER UNDER THESE TERMS AND CONDITIONS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OF ANY NATURE. OregonRanches.com EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, BUT WITHOUT LIMITATION, OregonRanches.com DISCLAIMS ANY WARRANTY WITH RESPECT TO ANY PROPERTY PROFILES, ANY DATA IN THE PROPERTY PROFILES, AND THEIR ACCURACY. SELLER ACKNOWLEDGES THAT THE SERVICES PROVIDED UNDER THESE TERMS AND CONDITIONS ARE NOT BEING PROVIDED BY A LICENSED REAL ESTATE BROKER OR AGENT AND DO NOT CONSTITUTE PROFESSIONAL REAL ESTATE SERVICES. OregonRanches.com IS MERELY PROVIDING A VEHICLE FOR SELLER TO DISPLAY ITS PROPERTY PROFILE ON THE WEBSITE. ALL ACTIONS WITH RESPECT TO THE ADVERTISING, LISTING, OFFERING FOR SALE, AND SALE OF THE PROPERTY SHALL BE TAKEN EXCLUSIVELY BY SELLER, OR SELLER'S AGENT. SELLER AGREES THAT IT WILL TAKE NO ACTION INCONSISTENT WITH THIS ACKNOWLEGEMENT.
8. Limitation of Liability. OregonRanches.com' entire and cumulative liability to Seller, or any other party, for any loss or damages resulting from any claims, demands, or actions arising out of or relating to these Terms and Conditions shall not exceed an amount equal to the fees paid by Seller to OregonRanches.com during the twelve (12) months prior to the date on which the claim arises. Without waiver of the foregoing limitation, in no event shall OregonRanches.com be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if OregonRanches.com has been advised of the possibility of such damages.
9. Term and Termination. The term of the agreement between Seller and OregonRanches.com relating to a Property Profile shall commence on the earlier to occur of the date of submission of a Property Profile to OregonRanches.com, or registration for services on the Website, and shall continue until the Property Profile is removed from the Website. OregonRanches.com may terminate the agreement between Seller and OregonRanches.com and remove from the Website any Property Profile of Seller if Seller fails to pay any Fees when due. Upon termination of the agreement between Seller and Oregon Ranches, or if OregonRanches.com, in its sole discretion determines that the Property Profile should be removed from the Website, OregonRanches.com may immediately remove the Property Profile from the Website.
10. Indemnification. Seller agrees to indemnify and hold harmless OregonRanches.com, and its officers, directors, employees, shareholders and agents, from and against any and all claims, demands, liabilities, and actions, including the payment of all legal expenses, including reasonable attorney's fees and costs, arising out of or connected with any Property Profile, these Terms and Conditions, submission to OregonRanches.com of any Property Profile, any misrepresentation or breach of warranty, and the display of any Property Profile submitted by Seller on the Website. OregonRanches.com shall have the right to control its own defense and engage legal counsel acceptable to OregonRanches.com.
11. Ownership of the Property Profile. OregonRanches.com acknowledges and agrees that the Property Profile submitted to OregonRanches.com shall remain the property of Seller, including all copies, modifications, enhancements, and derivative works of the Property Profile. Seller hereby grants to OregonRanches.com a license to use and display the Property Profile, and compile the Property Profile with other property profiles, for display on the Website.
12. General.
    1. Governing Law; Submission to Jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Oregon. Seller acknowledges that by providing Property Profiles to OregonRanches.com and using the services provided under these Terms and Conditions, Seller has transacted business in the state of Oregon. By transacting business in the state of Oregon by agreement, Seller voluntarily submits and consent to, and waive any defense to the jurisdiction of courts located in _____________ County, state of Oregon, as to all matters relating to or arising from these Terms and Conditions.
    2. Costs of Litigation. If any action is brought by either party to these Terms and Conditions against the other party regarding the subject matter of these Terms and Conditions, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney's fees, costs, and expenses of litigation.
    3. Severability. Any provision of these Terms and Conditions which is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable shall not invalidate or make unenforceable any other provision of these Terms and Conditions.
    4. No Waiver. The waiver by any party of, or the failure of any party to take action with respect to, any breach of any term, covenant or condition contained in these Terms and Conditions shall not be deemed to be a waiver of such term, covenant or condition, or subsequent breach of the same, or any other term, covenant or condition contained in these Terms and Conditions. The subsequent acceptance of any payment due under these Terms and Conditions by any party shall not be deemed to be a waiver of any preceding breach of the party making payment with respect to any term, covenant or condition contained in these Terms and Conditions.
    5. No Assignment. Seller agrees that it will not assign, pledge, or otherwise transfer its rights, including any of its rights under these Terms and Conditions.
    6. Entire Agreement; Modifications Only in Writing. These Terms and Conditions, and any other terms set forth on the Website, constitute the entire agreement between OregonRanches.com and Seller concerning the subject matter of these Terms and Conditions, and supersede any contemporaneous or prior proposal, representation, agreement, or understanding between the parties. These Terms and Conditions may be amended from time to time by Seller, in its sole discretion, provided that any such amendment shall not be effective as to Seller until ten (10) days after delivery of notice to Seller. Notice may be given by e-mail at the address given to OregonRanches.com on the Website. Seller may, within ten (10) days after delivery of notice of any amendment, terminate the display of its Property Profiles on the Website, but not refund shall be given to Seller.
    7. No Third Party Beneficiaries. These Terms and Conditions are for the sole and exclusive benefit of OregonRanches.com and Seller and are not intended to benefit any third party. No third party may claim any right or benefit under or seek to enforce any of these Terms and Conditions.
    8. Survival. Any provision of these Terms and Conditions which by their context are intended to survive the termination of the agreement between Seller and OregonRanches.com shall survive the termination of the agreement.