End User License Agreement

This End User License Agreement (“EULA”) is a binding agreement between you (“you” or “your”), as the end user of the services described in this EULA, and CBRE, Inc., its affiliates and subsidiaries (together “CBRE” or “our” or “we” or “us”).

This EULA governs your access to and use of our proprietary software platform and services (the “CBRE Platform”). This EULA becomes effective upon the earlier of your electronic acceptance of its terms or your access to or use of the CBRE Platform. BY ACCESSING OR USING THE CBRE PLATFORM OR OTHERWISE INDICATING ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

We may revise and update this EULA from time to time in our sole discretion. Any updates are posted on this page. All changes are effective immediately when we post them and apply to all access to and use of the CBRE Platform thereafter. Your continued use of or access to the CBRE Platform after we make any updates are deemed to be acceptance of those updates. You are encouraged to review the EULA periodically for any updates.

1. License Grant and Scope.

1.1. Grant of License. Subject to the terms and conditions of this EULA, CBRE grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the CBRE Platform. The foregoing license to the CBRE Platform shall solely pertain to the facilities management or property management services being provided by CBRE (the “CBRE Services”) under the terms of a written agreement (the “CBRE Services Agreement”) between CBRE and the entity on whose behalf CBRE operates the computing infrastructure with which the App is designed to communicate (the “CBRE Client”), and you shall not permit access to or use of your log-in credentials to the CBRE Platform to any other person or entity.

1.2. Prohibitions. Under no circumstances may you: (a) copy, reproduce, modify, create derivative works based on, decompile, reverse compile, disassemble, or reverse engineer the CBRE Platform or any portion thereof; (b) unbundle, sublicense, assign, transfer, display, distribute, rent, or lease the CBRE Platform, or any portion thereof, to any third party; (c) attempt to learn, access, decompile, reverse engineer, or otherwise derive the source code, algorithms, structure, or ideas upon which the CBRE Platform is based; (d) copy, change, delete, alter, or hack any content or functionality within the CBRE Platform; (e) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the CBRE Platform or any servers or networks connected to the CBRE Platform; (f) introduce into the CBRE Platform any virus, rogue program, trojan horse, worm, or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm the CBRE Platform or perform any such actions; (g) introduce into the CBRE Platform any back door, time bomb, drop dead device, or other software routine designed to disable a computer program; (h) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the CBRE Platform for any reason; (i) use the CBRE Platform in any manner that misappropriates or infringes any intellectual property rights of CBRE or any third party; (j) access or attempt to access any information or content of other users of the CBRE Platform, or take any action that interferes with any other person’s use of the CBRE Platform, except as permitted by the administrators of that other person’s account; (k) encourage any unlawful activities when using the CBRE Platform, or post anything to the CBRE Platform that is obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any person or entity; (l) access or use the CBRE Platform for competitive purposes or to develop software or services competitive with the CBRE Platform; (m) decrypt, transfer, frame, display, or translate any part of the CBRE Platform; or (n) grant any other person or entity the right or access to do any of the foregoing.

1.3. Reserved Rights. All rights not specifically granted to you hereunder are reserved by CBRE. Nothing herein shall prevent CBRE from promoting, providing, licensing, or sublicensing use of or access to the CBRE Platform or providing any services to other persons or entities. CBRE reserves the right to withdraw or modify any content or services available through the CBRE Platform without notice. CBRE may suspend or terminate your access to the CBRE Platform at any time if it reasonably believes that you have violated a prohibition listed above.

1.4. Third Party Materials.

1.4.1. The CBRE Platform may display or make available content, including data, information, forms, screenings, surveys, questionnaires, applications, and other products, services, materials, and/or resources, or provide links to websites or services, including advertising, for or on behalf of landlords, property managers and owners and other business partners and third parties (collectively, “Third Party Materials”). Any Third Party Materials, and any terms, conditions, warranties, or representations associated with such Third Party Materials, are solely between you and the applicable third party. CBRE neither endorses nor exercises any control over the content or practices of such Third Party Materials. You acknowledge and agree that CBRE is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, fees, charges, or any other aspect thereof. CBRE does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

1.4.2. Use of Third Party Materials may require payment of access or other charges and fees. The CBRE Platform includes payment functionality for certain Third Party Materials through a third party payments provider or processor to enable credit card and ACH payments. You are responsible for all charges and fees related to any such payments. The third party payment processor’s privacy policy is available at: https://www.dwolla.com/legal/privacy/. Use of Third Party Materials may also require you to provide personal or other information. With respect to Third Party Materials that you access or use, you are solely responsible for complying with all terms and conditions and the privacy policies of providers of such Third Party Materials.

1.5. Content. The use of the CBRE Platform, and all content, text, graphics, images, audio, other materials, and any other information provided on or entered into or made available through the CBRE Platform by you (collectively, the “Content”), is solely your responsibility. You shall comply with all laws, regulations, and rules, including, without limitation, privacy laws applicable to the Content. You acknowledge that CBRE has no obligation to moderate or review the Content or the use of the Content, but may do so at its discretion. By transferring Content, you agree that CBRE may process, transmit, and/or store Content only to the extent necessary for, and for the sole purpose of, enabling CBRE to perform its obligations under this Agreement. You acknowledge that CBRE may, in its sole discretion, immediately delete, destroy, or otherwise purge from the CBRE Platform any Content after processing such information.

1.6. Termination. CBRE may terminate this EULA and your access to and use of the CBRE Platform, at any time and for any reason, with or without cause. Upon the termination of this EULA for any reason, (a) your license to access and use the CBRE Platform shall immediately and automatically terminate, (b) you shall cease all access to and use of the CBRE Platform, and (c) you shall immediately return to CBRE any other property, equipment, and materials provided to you by CBRE (whether modified or unmodified), or immediately destroy such property at CBRE’s sole option. Your use of the CBRE Platform may continue only for as long as CBRE is providing the CBRE Services to the CBRE Client. If (i) the CBRE Client terminates the CBRE Services Agreement or permits the CBRE Services Agreement to expire, or (ii) the CBRE Services Agreement is terminated by CBRE, then your license under this EULA will terminate automatically and you will not be able to make further use of the CBRE Platform.

2. User Obligations.

2.1. Use of the CBRE Platform. You are responsible for ensuring that only you access and use the CBRE Platform in accordance with this EULA, and that you do not make unauthorized use of the CBRE Platform. You agree to comply with all applicable laws, rules, and regulations when using the CBRE Platform. You will not use the CBRE Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You will not infringe on the intellectual property rights of CBRE or any third party in connection with your access to and use of the CBRE Platform. You shall use your best efforts to ensure that all Confidential Information and CBRE’s intellectual property rights are kept secure and protected from unauthorized access or disclosure. You shall be solely responsible for (a) the security and confidentiality of any username or password granted to you to access the CBRE Platform, and you shall use your best efforts to maintain the confidentiality of your password; (b) any authorized or unauthorized access to the CBRE Platform using your username and password, and any actions taken thereunder, including, but not limited to, any non-authorized user’s failure to comply with the terms of this EULA; and (c) any guest, service provider and other third parties to whom you provide access or entry authorization through the CBRE Platform. You acknowledge that access to the CBRE Platform outside of the United States may not be legal by certain persons or entities or in certain non-U.S. jurisdictions. If you access the CBRE Platform from outside the United States, you are responsible for compliance with local laws.

2.2. Updates. CBRE may from time to time, in its sole discretion, develop and provide updates to the CBRE Platform, which may include upgrades, bug fixes, patches, corrections, enhancements, improvements, and/or new functionality and features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that CBRE has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that the CBRE Platform or portions thereof may not properly operate should you fail to do so. All Updates will be deemed part of the CBRE Platform and be subject to all terms and conditions of this EULA.

2.3. Collection and Use of Information. You agree that when you register and use the CBRE Platform, CBRE may collect and use information about you and your use of the CBRE Platform. You may also be required to provide certain information about yourself as a condition to using certain features or functionality of the CBRE Platform, including Third Party Materials, and the CBRE Platform may provide you with opportunities to share information about yourself with third parties. All information we collect through or in connection with the CBRE Platform is subject to our privacy policy, which is available at https://www.cbre.com/about-us/cbre-host-building-platform-global-privacy-notice. By accessing and using the CBRE Platform, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy, including disclosing your information to our third party partners that assist in the operation of the CBRE Platform, or who otherwise own and / or operate properties to which the CBRE Platform relates.

3. WARRANTY DISCLAIMERS & LIMITATION OF LIABILITY.

3.1. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, THE CBRE PLATFORM AND ANY OF THE RIGHTS LICENSED TO YOU HEREUNDER ARE PROVIDED BY CBRE “AS IS.” YOU ASSUME ALL RESPONSIBILITY FOR SELECTION OF ANY PRODUCT OR SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION, USE OF, AND RESULTS OBTAINED FROM THE CBRE PLATFORM. TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, CBRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INTERFERENCE, AND PERFORMANCE.

3.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL CBRE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, REVENUES, OR PROFITS, OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS EULA OR THE CBRE PLATFORM, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE CBRE PLATFORM, DELAYS, INTERRUPTION, LOSS OR CORRUPTION OF DATA, BREACHES IN SECURITY, SYSTEM INCOMPATIBILITY, LOSS RESULTING FROM SYSTEM OR SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, REGARDLESS WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE AND EVEN IF CBRE WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. CBRE SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY FOR ANY (A) ERROR IN THE CBRE PLATFORM OR ANY DATA, INFORMATION, OR SERVICES INCLUDED OR INCORPORATED THEREIN OR OTHERWISE MADE A PART THEREOF, (B) ACT OR OMISSION BY ANY USER OF THE CBRE PLATFORM, (C) NON-COMPLIANCE OF ANY LAW, RULE OR REGULATION BY ANY USER OF THE CBRE PLATFORM, (D) ACT OR OMISSION BY ANY GUEST, SERVICE PROVIDER OR OTHER THIRD PARTY GRANTED ACCESS OR ENTRY TO ANY HOSTED PROPERTY THROUGH THE CBRE PLATFORM, (E) THIRD PARTY MATERIALS, OR (F) CONTENT. IN THE EVENT THAT CBRE IS FOUND LIABLE FOR DIRECT DAMAGES, IN NO EVENT SHALL CBRE’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED ONE HUNDRED DOLLARS ($100.00). ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR THE CBRE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. CBRE shall have no liability for any delay in or failure of the CBRE Platform caused by any disruption or slow speed of the Internet, loss of security, or introduction of computer viruses or other harmful code by third parties, any labor dispute, government requirement, act of God, epidemics, pandemics, disease, or any other cause beyond its reasonable control.

4. Intellectual Property Rights.

4.1. Intellectual Property Rights. As between CBRE and you, CBRE is and shall retain all right, title, interest to, and ownership of the CBRE Platform and all intellectual property rights therein. The limited license granted to you per Section 1.1 above does not transfer title or any other interest in or to the CBRE Platform or any of CBRE’s intellectual property rights therein, and you hereby disclaim any right, title, and interest that you may have or gain therein. To the extent any intellectual property rights in the CBRE Platform might, for any reason, otherwise vest in you, you hereby unconditionally and irrevocably assign to CBRE all such intellectual property rights. You shall not contest or aid in contesting the ownership or validity of CBRE’s intellectual property rights or any applications or registrations relating thereto.

4.2. License Granted to CBRE. You hereby grant CBRE a perpetual, royalty-free, non-exclusive, worldwide, transferable, and sublicensable license to access and use all information, data, images, and property of any kind uploaded or contributed by you into the CBRE Platform (“Uploaded Data”) for any legal purpose related to the CBRE Platform, including the provision of services by CBRE. You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Uploaded Data, including all intellectual property rights relating thereto to the extent there are any such intellectual property rights. Subject to the license granted herein, CBRE will not take any actions or engage in conduct inconsistent with your ownership of the Uploaded Data. YOU HEREBY REPRESENT, WARRANT, AND CERTIFY THAT YOU (A)(I) ARE THE SOLE OWNER OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO THE CBRE PLATFORM, AND/OR (II) HAVE BEEN GRANTED PERMISSION OR OTHERWISE AUTHORIZED BY THE APPLICABLE OWNER(S) OF ALL INFORMATION, DATA, IMAGES, AND PROPERTY OF ANY KIND UPLOADED OR CONTRIBUTED BY YOU INTO THE CBRE PLATFORM, AND (B) YOU ARE NOT VIOLATING THE RIGHTS OF ANY THIRD PARTIES BY UPLOADING SUCH INFORMATION, DATA, IMAGES, AND PROPERTY.

4.3. Confidential Information. As a result of your access to the CBRE Platform, you will have access to certain Confidential Information of CBRE. You shall maintain the secrecy of all such Confidential Information disclosed to you. You shall not use, disclose, or otherwise exploit any Confidential Information for any purpose not specifically authorized pursuant to this EULA; provided that, you may produce information solely to the extent necessary to comply with any law, court, or administrative order. You shall use your best efforts to give CBRE reasonable prior written notice to the extent possible and permitted by law that such Confidential Information is being sought by a third party so as to afford CBRE the opportunity to limit or prevent such disclosure. All files, lists, records, documents, drawings, documentation, materials, specifications, equipment, and computer programs that incorporate or refer to any Confidential Information shall be returned, deleted, or destroyed by you promptly upon termination of this EULA. “Confidential Information” means all confidential, proprietary, and/or nonpublic information of any kind, whether written or oral, relating to CBRE’s business or operations, specifically including, without limitation: (a) the terms and conditions of this EULA or any other agreement executed between the parties; (b) all nonpublic information concerning the business, technology, the CBRE Platform, services, internal structure, and strategies of CBRE, specifically including, without limitation, software, product development, product pricing, product maintenance, source or object code, materials, documentation, CBRE’s intellectual property rights, proposals, designs, concepts, methodologies, inventions, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, “know-how,” procedures, financial information, or licensing policies; and (c) any other information clearly labeled by CBRE in writing as “confidential” prior to its disclosure, otherwise deemed as Confidential Information under this EULA or which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment under the circumstances. Notwithstanding the foregoing, “Confidential Information” shall exclude information that is: (i) available to the public other than by a breach of this EULA; (ii) rightfully received from a third party not in breach of a contractual, fiduciary, or other obligation of confidentiality; (iii) known to you at the time of disclosure as evidenced by your written records at the time of disclosure; or (iv) solely to the extent produced in compliance with any law or court order; provided, however, that you give CBRE reasonable notice that such Confidential Information is being sought by a third party, so as to afford CBRE the opportunity to limit or prevent such disclosure.

4.4. Feedback. If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to CBRE, whether by letter, email, telephone, or otherwise (“Feedback”), all such submissions are made on a non-confidential basis and CBRE has no obligation to review, consider, or implement such Feedback, and you shall grant herewith to CBRE an exclusive, transferable, worldwide, royalty-free, fully-paid-up license (including the right to sublicense) to use, reproduce, modify, disclose, and otherwise exploit such Feedback as CBRE may determine in its sole discretion without any compensation or attribution. You waive and agree not to assert any so-called “moral rights” you may have in the Feedback, and you understand and agree that CBRE is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

5. Indemnification By You. You shall indemnify, hold harmless and, at CBRE’s option, defend CBRE and its officers, shareholders, directors, employees, agents, and affiliates from and against any and all any claims, suits, actions, arbitrations, proceedings, costs, liabilities, losses, and expenses, including, but not limited to, reasonable attorneys’ fees, resulting from, arising out of, or related to (a) a breach or alleged breach by you of this EULA, (b) your use, misuse, or failure to lawfully use the CBRE Platform, (c) your infringement or misappropriation of any intellectual property rights of CBRE or any third party, (d) any violation by you of any law, regulation, or rule, including, without limitation, privacy laws, in connection with your use of the CBRE Platform, or (e) any Content.

6. General Provisions.

6.1. Entire Agreement; Waiver; Severability; Survival. This EULA and our Privacy Policy constitute the entire agreement of the parties with respect to your access to and use of the CBRE Platform and supersedes all prior agreements between you and CBRE, both oral and written, with respect to your access to and use of the CBRE Platform. No failure to exercise, and no delay in exercising, on the part of CBRE, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. If any term or provision of this EULA shall be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this EULA shall remain in full force and effect, and such invalid, illegal, or unenforceable term or provision shall be deemed not to be part of this EULA. All representations, warranties, covenants, agreements, disclaimers, and limitations made in this EULA shall survive your acceptance of this EULA and any termination of this EULA.

6.2. Third Party Beneficiary. CBRE’s third party technology provider View the Space, Inc. (“VTS”) is an intended beneficiary of this EULA and you agree that VTS may enforce the provisions of this EULA against you directly, if necessary.

6.3. Governing law, Venue, Waiver of Jury Trial; Injunctive Relief. This EULA shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this EULA or the CBRE Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in Los Angeles County, California . You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You hereby irrevocably and unconditionally waive any right you may have to a trial by jury in respect of any action or proceeding arising out of or relating to this Agreement. You agree that any breach of this EULA will cause CBRE irreparable injury and damage. You expressly agree that CBRE shall be entitled to injunctive and other equitable relief to prevent such a breach, in addition to any other remedy to which CBRE might be entitled.

6.4. Assignment; Binding Effect. You may not assign this EULA without CBRE’s prior written consent. This EULA shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, subject to the other provisions of this section.

6.5. Comments. All communications regarding this EULA may be sent to [email protected]