Thank you for using the Aryeo website at [www.aryeo.com] or any subdomains of [*.aryeo.com] (the “Site”) and using [SkyLink Production LLC d/b/a Aryeo]’s (“Company” or “we” or “our” or “us”) corresponding service that allows (a) real estate agents, realtors and other site users (each of the foregoing, a “Tour Host”) to create property websites (often referred to as “virtual tours”) (each, a “Property Site”) by uploading photographs and other information; and (b) photographers, filmmakers and marketing providers (“Content Creators”) to process orders for their created content (such as property photographs) (users purchasing or licensing such created content, “Content Purchasers”) and to share Property Sites they create with Tour Hosts and other site users (such service collectively with the Site, the “Service”). These Terms of Service (“Agreement”) governs your browsing, viewing and other use of the Service, including transactions you agree to enter into with other users.
Please read this Agreement carefully, as it (among other things) provides: (a) in Section 14 that you and the Company will arbitrate certain claims instead of going to court and that you will not bring class action claims against the Company; (b) in Section 5 that certain terms and conditions apply with respect to recurring subscription charges for certain paid account types. Please only create a Service account or otherwise use the Service if you agree to be legally bound by all terms and conditions herein. If you are viewing this on your mobile device, you can also view this Agreement via a web browser at [https://www.aryeo.com/legal/terms]. Your acceptance of this Agreement creates a legally binding contract between you and the Company. If you do not agree with any aspect of this Agreement, then do not create a Service account or otherwise use the Service.
Note for Children. Use of the Service by anyone under the age of 18 is prohibited. By using the Service, you represent and warrant that are you at least 18 years of age.
The Service allows for users to upload content that may be viewed by other users. As further described in Section 7.5, inappropriate content, including without limitation content that is obscene, pornographic or defamatory, is not allowed and is subject to removal. If you see any prohibited content within the Service, please notify the Company. Users who upload prohibited content may have their accounts terminated.
The Service exists for the purpose of promoting real estate for sale or rent and for Content Creators’ promotion and sale or licensing of their Media (as defined below). Each Property Listing must be represented by its property owner, or a contracted real estate agent. A single agent or other contracted professional may not represent a Property Listing on the Service of which they are not legally contracted to do so. Furthermore, it should be understood that the Service is intended for use by individual real estate agents. If a real estate broker (for example) desires to use the Service to promote listings by 50 individual agents within a brokerage, each agent must maintain an active Service account. Property Listing that do not include complete information, or are associated with user accounts which do not include complete information, may be hidden or removed at the Company’s sole discretion.
The Service may offer certain “white-labeled” features or subset of features available to specified Content Creators and Tour Hosts. White-labeled services are offered on a basis-by-basis situation and make no claim that the underlying services, intellectual property, product, and functionality is owned or operated by any white-labeling entity. These white-labeled features are for the additional marketing or branding of Content Creators and Tour Hosts.
Content provided on or in connection with the Service (including all Company Materials (as defined below) and Uploaded Content (as defined below)) is not guaranteed and should be independently verified. All real estate or local business advertising placed by anyone through the Service is subject to the U.S. Federal Fair Housing Act of 1968 as amended which makes it illegal to advertise “any preference, limitation or discrimination based on race, color, religion, sex, handicap, family status or national origin or an attention to make any such preference, limitation or discrimination.” Local and foreign laws add prohibitions against discrimination based on age, parental status, sexual orientation, political ideology, financial status, and perhaps other basis. Please check with your local government agency for more information. Company will not knowingly accept any advertisement which is in violation of the law. Users are hereby informed that, to Company’s knowledge, all dwellings, under the jurisdiction of U.S. Federal regulations advertised in this Service are available on an equal opportunity basis.
2.1 Registered users of the Service (including Tour Hosts, Content Creators and Content Purchasers, “Registered Users”) can purchase Service credits (“Credits”) via the Service which may be used to create, share, and market Property Sites. Additionally, Registered Users may sign up for a premium Service subscription at our current subscription rates as set forth on the Site. Property Sites will expire and be removed from the Service one (1) year from their creation, unless the applicable Registered User elects to renew the applicable Property Listing and pays any applicable fees in connection therewith prior to such expiration.
2.2 You acknowledge that all transactions Content Purchasers enter into in connection with the purchase or license of a Content Creator’s Media are between the Content Purchaser and the Content Creator and the Company is not a party to such transactions. The Company’s sole involvement in user-to-user transactions is to make available a marketplace for Content Creators to make available their Media for purchase or license to Content Purchasers. Any agreement to a proposal made within the Service constitutes a contract directly between the applicable Content Creator and Content Purchaser for the purchase or license of the applicable Media at the stated price and subject to such other terms as may be required by the Content Creator within the Service (each such contract, a “Third-Party Media Terms”). Each Content Creator hereby agrees that to the extent that the Third-Party Media Terms conflict with this Agreement, the applicable terms in this Agreement shall prevail.
2.3 You are solely responsible for investigating the qualifications, experience, skills and credentials of any other Service user with whom you may communicate with through the Service. You acknowledge that the Company: (i) does not inspect the performance of any services, (ii) does not guarantee that services will be performed or meet your needs, (iii) does not guarantee that services will conform with any provided instructions or be similar in appearance to any provided sample photographs or other media, (iv) does not investigate or screen Content Creators in any way, including with respect to their qualifications, experience, skills or credentials and (v) makes no warranties regarding the existence, safety, quality, adequacy, merchantability or fitness for a particular purpose of any services, that a Content Creator has the right to perform any services or that a Content Creator will consummate any transaction. You further acknowledge that the Company cannot and does not guarantee a Content Purchaser will pay amounts owed for a transaction.
2.4 You are solely responsible for determining your legal obligations in relation to any Media you may offer or purchase or license or any Third-Party Media Terms you may enter into, including as may relate to taxes, insurance or licensing and credentialing requirements. The Company does not provide legal advice.
2.5 While the Company does not control the acts or omissions of Service users, the Company does desire for Service users to have a good experience using the Service and interacting with other users. As such, when you use the Service in a Content Creator capacity, you agree to: (i) accurately describe your skills, qualifications, credentials and experience and not make any false or misleading statements relating to any of the foregoing; and (ii) use your reasonable best efforts to timely complete all of your obligations under the Third-Party Media Terms and perform services in a professional and workmanlike manner. When you use the Service in a Content Purchaser capacity, agree to promptly make payment to Content Creators in accordance with this Agreement and the Third-Party Media Terms. When you use the Service for Property Listings in a Tour Host or Content Creator capacity, agree to promptly make payment to Company in accordance with this Agreement. Without limiting the Company’s other rights to terminate this Agreement or your use of the Service, you acknowledge that the Company may terminate your use of the Service and this Agreement in the event that the Company determines (in its sole discretion) that you have breached any portion of this Section 2.5.
Content Creator hereby appoints Company as Content Creator's payment collection agent for the purpose of accepting fees from Content Purchasers. Content Creator agrees that payments of such fees made through the Service shall be considered the same as a payment made directly to Content Creator (less fees due to Company in accordance with pricing information made available on the Service), and the Content Creator will not contest Company’s provision of applicable Media to the Content Purchaser in accordance with this Agreement following such payment. Content Creator understands that Company accepts payments of such fees from Content Purchasers as the Content Creator's payment collection agent and that Company’s obligation to pay Content Creator is subject to and conditional upon successful receipt of all such fees from Content Purchasers. Company does not guarantee payments to Content Creator for amounts that have not been successfully received by Company from Content Purchasers. In accepting appointment as the limited authorized agent of the Content Creator, Company assumes no liability for any acts or omissions of Content Purchasers.
By signing up for any paid Service account and providing your payment information, you agree to pay us (and authorize our Payment Processor to charge you) the recurring and/or nonrecurring fees as displayed to you at the time you create your account and as may be modified from time to time as described in this Agreement, as well as any other fees you expressly choose to incur in connection with your use of the Service. Unless otherwise specified upon enrollment, for subscription products or services, your payment method will be authorized for up to a month for the applicable Service account type and on a monthly basis thereafter until you cancel the subscription. You acknowledge and agree that the payment method provided by you will be automatically charged the fees you incur in connection with your use of the Service, and represent and warrant that you have all necessary rights relating to such payment instrument to authorize Company to make such charges. Your use of the Service may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by Company from time to time, as indicated at the time of payment) and are non-refundable.
YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING US AT [[email protected]] OR BY DOWNGRADING YOUR ACCOUNT IN THE SETTINGS SECTION ON THE SITE. IF YOU CANCEL YOUR SUBSCRIPTION, YOU MAY STILL USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION MONTH. TO NOT BE CHARGED FOR YOUR SUBSCRIPTION FOR THE FOLLOWING SUBSCRIPTION MONTH, YOU MUST CANCEL YOUR SUBSCRIPTION AT LEAST THIRTY (30) DAYS PRIOR TO THAT MONTH, OR YOU WILL OTHERWISE BE CHARGED FOR THAT MONTH’S SUBSCRIPTION. ALL CANCELLATION REQUESTS RECEIVED LESS THAN THIRTY (30) DAYS BEFORE THE FOLLOWING SUBSCRIPTION MONTH WILL APPLY TO THE FOLLOWING CYCLE.
7.1 The Service may allow you and other users to upload, post and share: (a) images, audio and video (including photographs and other media originating with Content Creators) (“Media”); and (b) textual contact information, property details, and other information related to Property Listings (“Property Data”), including in a manner such that it may be viewed by other end users of the Service (“Media”, and collectively with Property Data, “Uploaded Content”). You acknowledge that all Uploaded Content is stored on and made available through the Service by the Company’s servers and not on your device.
7.2 You understand that all Uploaded Content is provided to you through the Service only on an “as-available” basis and the Company does not guarantee that the availability of Media will be uninterrupted or bug free. You agree you are responsible for all of your Media and all activities that occur under your user account.
7.3 You shall retain all of your ownership rights in your Media. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, display, transmit and prepare derivative works of your Media, and to additionally distribute and publicly perform Media in connection with the Service and the Company’s (and its successor’s) business, in any media formats and through any media channels. The Company agrees not to display your Media in any advertising materials without your consent, other than the display of Media on web sites owned or controlled by the Company (such as the Site) or on social media pages to promote the Service. You also hereby grant to each user of the Service a non-exclusive license to access and view your Media as permitted by the functionality of the Service and this Agreement.
(a) For purposes of clarity, any images, audio or video that is not uploaded or posted to the Service is not “Media” and is not subject to the license granted in this Section 7.3. For example, if you create a photograph for a Content Purchaser when acting in a Content Creator capacity and you do not upload such photograph to the Service, it is not Media and the Company does not receive any license to it.
7.4 You agree that Company shall own all Property Data, and hereby assign all right, title and interest in and to the Property Data to Company. Company hereby grants you a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, non-sublicenseable and non-transferable license to use, reproduce, display, transmit and prepare derivative works of your uploaded Property Data, in connection with the Service and your business and personal uses.
7.5 In connection with your Uploaded Content, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the rights granted herein; (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate; or (iii) post advertisements or marketing content or solicitations of business, or any content of a commercial nature. The Company may investigate an allegation that any Uploaded Content does not conform this to Agreement and may determine in good faith and in its sole discretion whether to remove such Uploaded Content, which it reserves the right to do at any time. If you are a copyright holder and believe in good faith that your content has been made available through the Service without your authorization, you may follow the process outlined at https://www.aryeo.com/dmca, notify the Company’s designated agent (pursuant to 17 U.S.C. § 512(c)) and request that the Company remove such content.
7.6 You hereby acknowledge that you may be exposed to Uploaded Content from other users that is inaccurate, offensive, obscene, indecent, or objectionable when using the Service, and further acknowledge that the Company does not control the Uploaded Content posted by Service users and does not have any obligation to monitor such content for any purpose.
14.1 Agreement to Arbitrate. This Section 14 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
14.2 Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
14.3 Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 13. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.
14.4 Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.
14.5 Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.
14.6 Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees“) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.
14.7 Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
14.8 Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 14.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 14.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.