Host Work Terms & Conditions
THIS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU AND CBRE (AS DEFINED BELOW). PLEASE READ THIS EULA CAREFULLY. IF YOU AGREE TO BE BOUND BY THIS EULA, YOU SHOULD CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED "ACCEPT" AT WHICH TIME YOU WILL GAIN ACCESS TO THE APP (AS DEFINED BELOW). BY CLICKING ON "ACCEPT", YOU AGREE TO ACCESS AND USE THE APP IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS AND THE TERMS OF THIS EULA.
IF YOU DO NOT AGREE WITH ANY TERM OF THIS EULA, YOU SHOULD CLICK ON THE BOX AT THE BOTTOM OF THIS PAGE LABELED "REJECT" AND YOU WILL NOT GAIN ACCESS TO THE APP.
IF AT ANY TIME YOU DO NOT AGREE TOANY OF THE TERMS OF THIS EULA, YOU MAY NOT USE THE APP AND MUST IMMEDIATELY TERMINATE YOUR USE OF THE APP.
If you are located in the United States of America, then “CBRE” shall mean CBRE, Inc., a Delaware corporation with its principal place of business at 400 S. Hope Street, 25th Floor, Los Angeles, CA 90071, USA; if you are located in Canada, then “CBRE” shall mean CBRE Limited, a corporation organized under the laws of the province of New Brunswick, with a place of business at 145 King Street West, Suite 1100, Toronto, ON M5H 1J8,Canada; if you are located in France, then “CBRE” shall mean CBRE Conseil & Transaction, with a place of business at 76 Rue de Prony, Paris 75017, France; if you are located in Spain, then “CBRE” shall mean CBREReal Estate S.A., with a place of business at Paseo de la Castellana 202, Madrid 28046, Spain; if you located in any other member nation of the European Union or EEA, or in the United Kingdom, then “CBRE” shall mean CBRE Ltd., a private limited company with its registered office at St. Martin’s Court, 10 Paternoster Row, London EC4M 7HP, UK; and if you are located in Australia, then “CBRE” shall mean CBRE Pty Ltd, ACN 003 205552, with a place of business at 363 George St, Level 21, Sydney NSW 2000, Australia.
This EULA becomes effective on the date that you click on the “Accept” button, and governs your access toand use of the Host Mobile Application software, the data supplied with the software, and any of the service sand content accessible through the software (collectively, the “App”). By using or accessing the App, you acknowledge that you have read, understood and agree to the terms and conditions set forth in this EULA.
The terms “we” and “our”, when used in this EULA, refer to CBRE and/or its affiliated companies. The terms“you”, “your” and “User”, when used in this EULA, refer to the individual who installs the App on a device and accepts the terms of this EULA.
CBRE and its licensors remain the sole owners of the App and Documentation (as defined below) at all times. We license use of the App to you pursuant to the terms of this EULA and subject to the terms of service applied by the operator of the online app marketplace from which you downloaded the App (the “AppStore”). Your use of the App also is subject to the end user terms and conditions applicable to the users of the App Store from which you downloaded the App (the “Mobile OS Terms”), which in the case of iOS are the Apple Media Services Terms and Conditions (available at https://www.apple.com/legal/internet-services/itunes/us/terms.html) and in the case of Android are the Google Play Terms of Service (available at https://play.google.com/intl/en_us/about/play-terms/index.html).
1.1 This Section 1.1 is intended to apply to you if you have downloaded the App from the Apple AppStore. CBRE and you acknowledge that this EULA is concluded between CBRE and you only, and not with Apple Inc. (“Apple”), and as between CBRE and Apple, CBRE, not Apple, is solely responsible for the App. This EULAis not intended to provide for usage rules for the App that are less restrictive than the Usage Rules set forth for Licensed Applications in, or otherwise be in conflict with, the App Store Terms of Service as of the date hereof (which you further acknowledge you have had the opportunity to review).
1.2 This Section 1.2 is intended to apply to you if you have downloaded the App from Google Play. As between CBRE and Google LLC and each member of the group of companies of which Google LLC is the parent (collectively, “Google”), CBRE, not Google, is solely responsible for the App. To the extent this EULA conflicts with the Google Play Developer Distribution Agreement (which may be found athttps://play.google.com/about/developer-distribution-agreement.html) (the “Google Agreement”), the Google Agreement shall supersede this EULA.
1.3 No one under the age of 16 is permitted to use the App. By accepting this EULA, you acknowledge that you are over the age of 16 and covenant that you will not allow anyone under the age of 16 to use the App.
1.4 The terms of this EULA apply to the App and any updates or supplements to the App, unless such updates or supplements are provided with separate terms, in which case those separate terms will apply.
1.5 We may change these terms at any time by deploying a new App with details of the change or notifying you of a change when you next start the App. The new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the App.
1.6 From time to time updates to the App may be issued through the applicable App Store.Depending on the update, you may not be able to use the App until you have installed the latest version of theApp and accepted any new terms.
1.7 If your use of the App is dependent upon the use of bandwidth owned or controlled by a third party, you acknowledge and agree that your license to use the App is subject to your obtaining consent from the relevant third party for such use and by using the App you warrant that you have obtained such consent. You may be charged by your service providers for internet access on the device and/or for features of the App that depend upon sending notifications to your device using SMS, MMS, or similar network functions. In addition, you warrant that you own the device to which you are downloading the App, or that you have the legal right to control the use of that device. You further agree to ensure that any other person whom you permit to use the App on your device will do so in accordance with this EULA. You must delete the App from your device if you sell the device, or if you cease to have the legal right to control use of the device. You accept responsibility in accordance with the terms of this EULA for the use of the App on or in relation to any device, whether or not it is owned by you. Further, it is your sole responsibility to protect any information that permits you to access your account through the App, including without limitation your password, authentication code, or two-factor authentication means.
1.8 You acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the App may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. CBRE may use third-party data processors to exercise its rights or fulfill its obligations under this EULA, and CBRE will engage such third-party data processors in accordance with applicable laws, but CBRE makes no guarantees with respect to such data processors beyond what may be required under applicable data privacy laws or regulations. In some instances, CBRE processes your personal information as the Data Controller (as defined in Section 1.10),whereas in others CBRE processes your personal information on behalf of a third party who is the Data Controller. The identity of the Data Controller as well as specific information about how personal information provided by you through the App or otherwise collected or generated by the App is collected, stored, used, and retained, and your rights with respect to such personal information, is available in the Data Privacy Notice available at https://host.cbre.com/en/privacy-policy.
1.9 The App or any Service may contain links to independent third-party websites or applications(“Third Party Sites”). Third Party Sites are not under our control, we are not responsible for and do not endorse the content or services of any Third Party Sites, and this EULA does not apply to Third Party Sites. You will need to make your own independent judgement regarding your interaction with any Third Party Sites, including without limitation the purchase or use of any products or services accessible through Third Party Sites. We encourage you to read the terms and conditions and privacy policies of any Third Party Sites that you visit or use. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH THIRD PARTY SITES IS SOLELY AT YOUR OWN RISK. Any questions, complaints, or claims related to any product or service provided by a Third Party Site should be directed to the applicable third party responsible for the Third Party Site.
1.10 You acknowledge that, with respect to any personal information provided to Third Party sites or any vendor or other third party from whom you purchase goods or services (including, but not limited to, food and beverage) though the App, such party will be a “Data Controller” (as such term or commensurate term is defined under applicable data privacy law or regulation) with respect to their collection, storage, and use of such personal information, and we will be acting as a Data Processor with respect to such personal
use of such personal information, and we will be acting as a Data Processor with respect to such personal information. Any questions with respect to any such third party’s collection, storage, or use of such personal data should be directed to such third party.
1.11 Not withstanding the terms of section 1.10 above, we shall be an independent Data Controller with respect to personal data provided by you to such third parties as are contemplated in section 1.10 solely to the extent that we analyze and utilize such personal information for the purposes of: (i) tailoring of the HostApp in order to provide an increasingly personalized End User experience to those End Users who consent to such use of their Personal Information; (ii) analysis of such data in order to improve the functioning of theHost App; (iii) system and network maintenance and the diagnosis, investigation and correction of actual or suspected performance issues; (iv) measurement or evaluation of software, services or Host App usage and performance; (v) information security; (v) recommending, developing or monitoring improvements, upgrades or enhancements; (vi) performing its obligations under these Terms; (vii) analyzing, modelling and auditing;(viii) protecting against and/or preventing actual or potential fraud; (ix) compliance with relevant laws; and/or (x) such other legitimate purposes for which CBRE may utilize the relevant Personal Information as they relate to CBRE’s business including the provision of services to CBRE’s clients.
3. License restrictions.
You shall not (i) copy, modify, adapt, translate, distribute, or create derivative works based on the App or permit the App or any part of it to be combined with, or become incorporated in, any other programs; (ii) sublicense, sublease, lease, lend, assign, sell, license, distribute, rent, export, re-export or grant other rights in the App; (iii) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the App by any means whatsoever, except and solely to the extent that such a prohibition would violate applicable laws; (iv) remove, obscure or alter any copyright and/or other proprietary notices contained on or in or otherwise connected to the App; (vi) use the App to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism; or (vii) without limiting any of the foregoing, use the App for the purpose of building a competitive product or service, or for any purpose other than legitimate business purposes pertaining to the CBRE Services as expressly authorized hereunder.
4.1 You shall not: (i) use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously; (ii) infringe intellectual property rights of CBRE or of any third party in relation to your use of the App; (iii) transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App; (iv) use the App in a way that could damage, disable, overburden, impair or compromise CBRE’s systems or security or interfere with other users; and (v) collect or harvest any information or data from the App or CBRE’s systems or attempt to decipher any transmissions to or from the servers running the App.
4.2 You acknowledge and agree that CBRE only provides the App for use relating to a tenancy in a building or facility covered by the CBRE Services Agreement. You agree to use the App only for your purposes related to such tenancy.
4.3 After the App has been downloaded, the App will be activated for you and you only. No other person will have the right to use the App on your device and only you are authorized to raise a request as the activated user. If you cease to be authorized to use the device, then you must delete the App and the new device user will be required to register and activate the App under his or her own identity.
4.4 Your use of the App 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 are required to promptly delete the App and make no further use of the App.
5.1 The App is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The App includes trade secrets and information that is confidential and proprietary to CBRE, its licensors, and/or its customers, and you agree to take all necessary actions to protect the confidentiality of such information. All ownership rights in the App, including any related documentation and any new releases, modifications, and enhancements thereto (the “
Documentation”) belong solely to CBRE, its licensors (if any), or its customers, including without limitation all intellectual property rights anywhere in the world therein. The App is licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right. You acknowledge that you have no right to have access to theApp in source-code form.
5.2 You acknowledge and agree that any comments, suggestions, or feedback relating to the App (“Feedback“) that you may submit to CBRE are gratuitous, unsolicited and without restriction, and shall become the exclusive property of CBRE. CBRE will be entitled to use the Feedback for any commercial or other purpose, without any compensation to you or any other person. CBRE will not be required to treat anyFeedback as confidential. You agree that you do not acquire any right in or to the App (or any changes, modifications or corrections thereto) by virtue of any Feedback.
5.3 Notwithstanding anything to the contrary, CBRE may: (i) disclose any information gathered from your use of the App (A) in connection with CBRE providing the App and/or CBRE Services, or (B) if disclosure is made pursuant to any court order, subpoena, discovery demand, or request therefore by any law enforcement or other governmental agency; and (ii) use any information gathered lawfully from your use of the App in any manner that CBRE chooses.
6. New Versions. CBRE may, without prior notice, stop providing the App to you or to users generally, or create usage limits for the App. CBRE, in its sole discretion, reserves the right to add additional features or functions, or to modify or provide programming fixes, updates and upgrades, to the App without notice. CBRE has no obligation to make available to you any additional features or functions or any modifications, updates, support, maintenance or subsequent versions of the App. You may have to agree to a renewed version of some or all of the EULA in the event you want to download, install or use any additional features or functions or any modifications, updates or new versions of the App. You acknowledge that CBRE may automatically issue any additional features or functions or modifications, notifications, updates or upgraded versions of the App and, accordingly, may modify, update or upgrade the version of the App that you are using or have installed on your device. You hereby agree that your device may automatically request and/or receive such modifications, upgrades or updates.7. Disclaimer of warranties.
7.1 To the maximum extent permitted by applicable law, the App is provided “AS IS” and “AS AVAILABLE” with all faults and without warranty of any kind, and CBRE and its licensors hereby disclaim all warranties and conditions with respect to the App, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of non-infringement of third party rights. If you downloaded the App from the Apple App Store, in the event of any failure of the App to conform to any applicable warranty, if any, you may notify Apple, and Apple will refund to you any purchase price for the App license paid by you through the Apple App Store; however, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be the sole responsibility of CBRE, not Apple.
7.2 You expressly acknowledge and agree that use of the App is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. No oral or written information or advice given by CBRE or one of its authorized representatives shall create a warranty. Should the App prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.
7.3 You acknowledge and agree that CBRE does not warrant against interference with your enjoyment of the App, that the functions contained in the App will meet your requirements, that the operation of the App will be uninterrupted or error-free, that the App will be compatible with third party software, or that defects in the App will be corrected. You further acknowledge and agree that (i) CBRE has no obligation whatsoever to furnish any maintenance or support services with respect to the App, and (ii) if you downloaded the App from (A) the Apple App Store, Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App, or (B) Google Play, Google will have no responsibility to undertake or handle support and maintenance of the App or any complaints about the App.
7.4 You acknowledge and agree that the App is not intended or suitable for use in situations or environments where the failure of, or errors or inaccuracies in the content, data or information provided by, the App could lead to death, personal injury, or severe physical or environmental damage, including without limitation the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CBRE OR ITS LICENSORS, AGENTS, PARTNERS, AND ITS AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,EMPLOYEES, CONTRACTORS AND SUPPLIERS (INCLUDING CBRE, COLLECTIVELY THE “
CBRE PARTIES”) BE LIABLE,WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY NATURE,INCLUDING WITHOUT LIMITATION ANY DAMAGES OR LOSSES FOR LOST REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS OR DEVICE OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN CONNECTION WITH THE APP, THIS EULA OR THE PERFORMANCE, SUSPENSION, TERMINATION OR BREACH HEREOF, EVEN IF CBRE OR ANY OTHER CBRE PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CBRE PARTIES, WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE, EXCEED THE GREATER OF (i) THE AMOUNT YOU PAID TO CBRE, IFANY, FOR USE OF THE APP DURING THE TWLEVE (12) MONTHS IMMEDIATELY PRECEDING ANY CLAIM, OR (ii) FIFTYU.S. DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OFITS ESSENTIAL PURPOSE. As some jurisdictions do not allow some of the exclusions or limitations set forth above, some of these exclusions or limitations may not apply to you. In such event the liability of the CBRE Parties will be limited to the maximum extent possible under applicable law.
8.2 YOU AND CBRE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If you downloaded the App from the Apple App Store, you further acknowledge thatApple has no responsibility for addressing any claims relating to the App or your possession and/or use of theApp, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy or similar legislation. If you downloaded the App from Google Play, you further acknowledge that Google has no responsibility for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) consumer protection claims; and (iii) intellectual property claims.
8.3 YOU ACKNOWLEDGE AND AGREE THAT CBRE HAS OFFERED THE APP AND DETERMINED IF AND HOW MUCH TO CHARGE FOR USE OF THE APP AND FOR THE CBRE SERVICES IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS ANDTHE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CBRE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CBRE. CBRE WOULD NOT BEABLE TO PROVIDE THE APP TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
9. Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, EACH OF THE CBRE PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, OBLIGATIONS, ACTIONS, LOSSES, LIABILITY, DAMAGES AND COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES INCURRED BY ANY OF THE CBRE PARTIES, IN CONNECTION WITH OR ARISING OUT OF (A) YOUR VIOLATION OR BREACH OF ANY TERM OF THIS EULA OR ANY APPLICABLE LAW, RULE OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, (B) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, (C) YOUR USE OR MISUSE OF THE APP, OR (D) UNAUTHORIZED ACCESS TO THE APP THROUGH YOUR ACCOUNT. You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes any third party’s intellectual property rights, as between CBRE and app store provider or operator, CBRE, not the app store provider or operator, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. CBRE reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify CBRE, and you agree to cooperate with CBRE’s defense of these claims. You agree not to settle any matter without the prior written consent of CBRE.
10.1 You may terminate your use of the App at any time by uninstalling and deleting the App from all of your devices.
10.2 Without limiting any other remedies, CBRE may at any time modify, limit, suspend, discontinue or terminate any of the terms of this EULA and/or your use of all or any part of the App, with immediate effect, automatically (including without limitation by remotely blocking your access to the App), with or without notice and without recourse to the courts or other tribunals, for any reason or for no reason, including without limitation if CBRE believes that you are (i) in breach of any of the terms of this EULA, or (ii) infringing a third party’s intellectual property rights. You agree that CBRE is under no obligation to provide the App, and that no CBRE Party shall be liable to you or to any other party for any limitation, suspension, discontinuance, termination or modification of the App.
10.3 On termination for any reason: (i) all rights granted to you under this EULA shall cease; (ii) you must immediately cease all activities authorized by this EULA, including your use of the App; and (iii) you must immediately delete or remove the App from all devices, and immediately destroy all copies of the App andDocumentation then in your possession, custody or control.
10.4 This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice from CBRE if you fail to comply with any of the terms of this EULA or any CBRE Services Agreement, or if your organization ceases to receive the CBRE Services from CBRE pursuant to a CBRE Services Agreement. Upon the termination of this EULA, you shall immediately (i) cease all use of the App and destroy all copies, full or partial, of the App and (ii) delete the App from your device immediately.
11. Notices. Notices to you shall be in writing and may be made via email, posting such notices on the Appor regular mail to the address you provided to us in writing. You will provide notices to us, including with respect to any questions, complaints or claims with respect to the App, via email to [email protected], with a copy sent via certified U.S. mail to CBRE at 400 S. Hope Street, 25th Floor, Los Angeles, CA 90071, Attention: General Counsel’s Office. Notices will be deemed given one (1) business day after being sent via email (unless the sender receives a response indicating that the message was undeliverable) or three business days after being mailed, whether or not received.
12. Other important terms.
12.1 The App and underlying software and technical data are commercial in nature and developed solely at private expense. The App and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 andFAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the App and/or Documentation by the U.S. Government or any of its agencies shall be governed solely by this EULA and shall be prohibited except to the extent expressly permitted by the EULA. Any technical data provided that is not covered by the above provisions is deemed to be “technical data-commercial items” pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section227.7015(b).
12.2 The App is hosted in the United States and by using the App, if you are located in the EuropeanUnion, Asia or any other region with laws or regulations governing personal data collection, use and disclosure that differ from United States laws, then you understand and consent to the processing of personal information in the United States.
12.3 You represent and warrant that (i) you are not located in a country that is subject to a U.S.Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not on any U.S. Government list of prohibited or restricted parties.
12.4 CBRE reserves the right to amend any terms of the EULA at any time by publishing the revisedEULA on the CBRE website or by providing an alert or similar notification in the App. If any modification is unacceptable to you, your only recourse is to terminate your use of the App. The revised EULA shall become effective following the applicable notice period, unless you expressly accept the revised EULA earlier by clicking on the accept button. Your express acceptance or continued use of the App after the applicable notice period shall constitute your acceptance to be bound by the revised EULA. This EULA constitutes the entire agreement and understanding of you and CBRE relating to your use of the App and the other subject matter of this EULA, and there are no understandings, representations or agreements, either oral or written, other than those set forth herein with respect to such subject matter.
12.5 This EULA is governed by the laws of the State of Delaware without regard to its rules on conflict of laws, and by the laws of the United States. The United Nations Convention on Contracts for theInternational Sale of Goods is hereby expressly excluded from application to this EULA. You agree that theApp shall be deemed solely based in California and a passive service that does not give rise to personal jurisdiction over CBRE, either specific or general, in jurisdictions other than California.
Except with respect tothe right of CBRE to apply to a court of competent jurisdiction for a temporary restraining order, preliminaryinjunction or other injunctive remedy
, any dispute, controversy or claim arising out of or relating to this EULA, or the breach thereof, including its existence, validity, or termination, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.Any such arbitration shall (i) take place in Los Angeles, California, (ii) not be subject to appeal, and (iii)except as may be required by law, be confidential, with neither a party nor an arbitrator allowed to disclose the existence, content, or results of any arbitration without the prior written consent of both parties. Furthermore, you agree that neither you nor CBRE will join any claim with the claim of any other person or entity; that no claim will be resolved on a class-wide basis; and that neither you nor CBRE will assert any claim in a representative capacity on behalf of anyone else. YOU UNDERSTAND THAT, BY AGREEING TO THIS PROVISION, YOU ARE KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND UNCONDITIONALLY WAIVING ANY RIGHT YOU MAY HAVE TO LIGITATE IN COURT OR HAVE A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS EULA.
12.6 You acknowledge that the obligations made hereunder to CBRE are of a unique and irreplaceable nature, the loss of which shall irreparably harm CBRE and which cannot be replaced by monetary damages alone so that CBRE shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief.
12.7 You are not allowed to assign this EULA or any rights or obligations without the prior written consent of CBRE, which may be withheld in CBRE’s sole discretion. Any attempted transfer or assignment in violation hereof shall be null and void. CBRE is allowed at its sole discretion to assign this EULA and any rights or obligations hereunder to any third party, without giving of notice.
12.8 The failure of any CBRE Party to exercise or enforce any right or provision of this EULA will not constitute a waiver of such right or provision. Any waiver of any provision of this EULA will be effective only if in writing and signed by CBRE.
12.9 If you downloaded the App from the Apple App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and that, upon your acceptance of theEULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third-party beneficiary hereof. If you downloaded the App from Google Play, you acknowledge and agree that Google shall be a third-party beneficiary of this EULA and that Google shall be entitled to directly enforce, and rely upon, any provision of this EULA. You agree to comply with, and your license to use the Appis conditioned upon your compliance with, all applicable third-party terms of agreement, including those of any App Store, as may be applicable, when using the App.
12.10 If any of the provisions of this EULA shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provisions.
Date Last Modified: May 29, 2020.