Propertyware Syndication Terms

These Propertyware Syndication Terms (“Syndication Terms”) are subject to and governed by the Propertyware Terms of Use (“TOU”), which are incorporated herein by this reference. Except to the extent expressly provided in these Syndication Terms, the TOU will govern. Capitalized terms used in these Syndication Terms will have the meaning provided in the TOU unless expressly defined herein.

IF YOU ARE ENTERING INTO THESE SYNDICATION TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE SYNDICATION TERMS, IN WHICH CASE THE TERMS “YOU,” “YOUR,” “USER” OR “USER’S” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE SYNDICATION TERMS, YOU MAY NOT SYNDICATE USER DATA THROUGH PROPERTYWARE.

1. LICENSE. You grant to Propertyware a worldwide, non-exclusive, royalty-free license to syndicate Your User Data to third-party ILSs, as chosen by Propertyware in its discretion. You understand, acknowledge and agree that any such ILS will obtain the following license in and to any such User Data: a nonexclusive, royalty-free, perpetual license to use, copy, reproduce, distribute, publish, publicly display, translate, adapt and perform, and create adaptations and derivative works in connection with the operation, marketing and promotion of such ILS’s sites.
2. REPRESENTATIONS AND WARRANTIES. You represent and warrant to Propertyware the following:
1. You own all right, title and interest in and to the User Data, or possess sufficient rights to grant the license set forth in and contemplated by these Syndication Terms;
2. Neither Propertyware nor any third-party ILS will need to obtain licenses or other legal permission from, or pay any royalties or other compensation to, any third party with respect to the User Data;
3. the User Data does not infringe or misappropriate any third party’s rights, including intellectual property, privacy or any other proprietary rights;
4. the User Data does not contain any content that is illegal, obscene, defamatory, libelous, or disparaging;
5. the User Data does not contain any viruses, worms, Trojan horses or other similar harmful components; and
6. the User Data complies with all applicable federal, state and local laws, regulations, ordinances and licenses.
3. INDEMNITY. You will indemnify, defend, and hold harmless Propertyware and its affiliated entities, and its and their respective officers, directors, employees and agents from and against any loss, damage or expense (including reasonable attorneys' fees) incurred in connection with any third party claim, action, demand, suit or proceeding arising out of or relating to a breach of Your representations or warranties in these Syndication Terms.
4. THIRD-PARTY TERMS OF USE. You acknowledge and agree that your syndication of User Data to a third-party ILS may be subject to additional terms and conditions promulgated by such third-party ILS. Propertyware disclaims any liability associated with the ILS’s use of the content. You further acknowledge and agree that Propertyware is not responsible or liable, directly or indirectly, for (i) the availability of any third-party ILS, including its sites or resources; (ii) any content, advertising, products, services or other materials made available by any third-party ILS or through its sites or resources; or (iii) any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, advertising, products or services made available by any third-party ILS or through its sites or resources.