1. This Agreement.
Your relationship with FirstREX and products and services provided by FirstREX, may also be governed by other written agreements. In the event of any conflict between this Agreement and the terms of such written agreements that may be executed by and between You and FirstREX, the terms of such written agreements will control.
2. Changes in Terms
FirstREX also may, at any time and without notice, modify or discontinue the Website. You agree that FirstREX shall have no obligation of any sort to You in connection with any modification or discontinuance of the Website.
FirstREX may terminate Your access to this website for any reason, at any time, with or without notice to you.
3. Permitted Purposes
You agree that You will not use or attempt to use the Website for any purpose other than conducting business with FirstREX or its affiliates as a bona fide client of FirstREX and in each case solely for Your personal, non-commercial use, and You may not reproduce, sell or distribute the information provided thereon.
4. Prohibited Uses
You represent and warrant that You will not use the Website to:
• Retransmit, republish, distribute, reuse, resell, repost, re-engineer or make multiple copies of the Website or any portion thereof without FirstREX‘s prior written consent.
• Upload, post, publish, transmit, reproduce or distribute through the Website any material that violates or infringes any third party’s privacy, intellectual property, copyright, patent, trademark, service mark, trade dress, trade secret or other proprietary rights, or which violates any contractual, fiduciary or judicially imposed nondisclosure obligations.
• Engage in conduct that is unlawful, threatening, harassing, abusive, fraudulent, defamatory, libelous or invasive of the privacy or publicity rights of others, or which harms the goodwill or standing of FirstREX or any of its clients, partners, employees, affiliates, agents, contractors or representatives.
• Alter, interfere or disrupt the content or functioning of the Website through (for instance) uploading, posting or transmitting any material that (i) contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that damage, interfere with, capture, intercept or expropriate the website or any data contained therein; or (ii) disproportionately burdens the operation of the Website.
• Attempt to probe, scan, test, or violate, or use the website to gain unauthorized entry or access to other associated computer systems or networks or to obtain unauthorized access to materials or other information stored thereon.
• “”Mirror” the Website or any of its content on any other server without the express prior written permission of FirstREX.
• Impersonate any person or entity, falsely state or otherwise misrepresent Your affiliation with any person or entity, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content You post or otherwise transmit to us or via the Website.
• Upload, post, publish, transmit, reproduce or distribute through the Website any material encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law, regulation or government order.
• Attempt to interfere with the use of the Website by any other user. FirstREX reserves the right to cooperate fully in any investigation by law enforcement officials of any violation of this Agreement.
5. Third Party Websites.
In the event that the Website may be linked to or from other Third Party Websites, the Website may not be linked in such a way that causes the pages of the Website to be displayed within a frame on such Third Party Website, or may be displayed on a browser screen accompanied by advertising or other content not found on the Website. The fact that a third party provides a link to the Website does not indicate that an endorsement, agency, joint venture, or similar relationship exists between FirstREX and such third party
6. Intellectual Property.
You acknowledge and agree that all content, Web pages, source codes, calculations, products, materials, data, information, text, screens, functionality, services, design, layout, screen interfaces, “look and fee”, and the operation of this website, including, without limitation, limitation all text, graphics, artwork, logos, icons, images, audio clips and video clips (collectively, “Web Page Content”) are protected by various intellectual property laws, including, but not limited to, copyrights, patents, trade secrets, trademarks, and service marks and all rights associated with the Web Page Content are owned by FirstREX and are the copyrighted property of FirstREX and/or its licensors and affiliates, and is protected by U.S. and foreign copyright laws and international conventions. The trademarks, service marks, logos, graphics, page headers, button icons, scripts, domain names, URLs, and other identifiers used and displayed on the Website are registered and unregistered trademarks of FirstREX and/or its licensors and affiliates in the United States and other countries, including the FirstREX name and the domain names: 1REX.com, 1stREX.com, 1REX.co, 1REX.net, 1REX.org, 1REX.biz, 1REX.info, 1REX.us, 1REX.mobi, 1STREX.NET, FIRSTREX.net, REX-inc.com and REXAgreement.com. Except as explicitly permitted, neither Your use of the Website nor this Agreement grants You any right, title or interest in or to any of FirstREX or its licensors’ copyrights, trademarks or service marks. You acknowledge and agree that such content may not be reproduced, modified, edited, distributed, republished, downloaded, displayed, posted, sold or transmitted in any form or by any means (including display in meta tags or hidden text), without the prior written permission of FirstREX, its licensors, or any other copyright owner
7. DISCLAIMER OF WARRANTIES.
FirstREX HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND ANY CONTENT OBTAINED OR ACCESSED THROUGH IT IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FirstREX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE OR THE INFORMATION PUBLISHED HEREIN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTY RELATING TO THE COMPLETENESS, ADEQUACY, TIMELINESS, OR ACCURACY OF ANY INFORMATION ON THE WEBSITE. OPERATION OF THE WEBSITE MAY NOT BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME ALL RESPONSIBILITY AND LIABILITY FOR ALL HARMS, WHETHER TO YOU OR TO ANY THIRD PARTY, ARISING OR RESULTING FROM YOUR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO YOUR SYSTEMS OR DATA. NO THIRD PARTY IS AUTHORIZED TO CREATE ANY WARRANTY OF ANY KIND NOT EXPRESSLY MADE IN THIS AGREEMENT
8. Risks of Use.
Access to the Website may be limited or unavailable during periods of peak demand, system upgrades, maintenance or for other reasons. If access to the Website is unavailable or delayed at any time, You agree to use alternative means to obtain information from FirstREX, such as by contacting FirstREX or a FirstREX customer service account representative. FirstREX will not be liable to You if You are unable to access information or any online service made available through the Website.
FirstREX will not be liable for any loss that results from (a) the failure of electronic or mechanical equipment or communication lines; (b) telephone network issues; (c) viruses, bugs, errors, configuration problems or the incompatibility of computer hardware or software; (d) the failure or unavailability of Internet access; (e) problems with Internet service providers or other equipment or services relating to Your computer or network; (f) problems with computer or communications networks or facilities; (g) problems with data transmission facilities or Your telephone, cable or wireless service; or (h) unauthorized access, theft, operator error, severe weather, earthquakes, or other natural disasters or labor disputes. FirstREX is also not responsible for any damage to Your computer, software, modem, telephone, wireless device or other property related in any way from Your use of the Website.
9. Limitation of Liability.
THE LIABILITY OF FirstREX IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FirstREX SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE WEBSITE OR PRODUCTS OR SERVICES OFFERED THROUGH THE WEBSITE, REGARDLESS OF ANY ADVICE OR NOTICE GIVEN TO FirstREX. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES THAT MAY RESULT FROM THE USE, INCONVENIENCE, DELAY OR LOSS OF USE OF THE SITE, THE INFORMATION HEREIN OR FOR OMISSIONS OR INACCURACIES IN THE INFORMATION PUBLISHED THROUGH THE SITE. IF YOU ARE DISSATISFIED WITH THIS WEBSITE, YOUR FIRST REMEDY IS TO STOP USING IT. THE MAXIMUM LIABILITY OF FirstREX AND ITS AFFILIATES, SUCCESSORS, OR ASSIGNS, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE $500. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN FirstREX and YOU, AND THAT THIS WEBSITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
10. Consent to Email Communications.
If you have an account or business relationship with FirstREX, You agree that we may send e-mails to You regarding Your account or our relationship. FirstREX may also send e-mails to You about services and products we believe may be of interest to You. You may opt-out of future promotional emails by clicking on the opt-out link and following instructions contained in any of the automated emails that You receive from us. We reserve the right, however, to email You important information relating to Your account or our relationship, including legal communications, unless applicable law requires Your affirmative consent to receive legal communications electronically and You have not provided that consent. You are deemed to have received electronic messages sent to You when they are sent to the most recent email address that You have provided to us
11. Applying for Services or Changing Existing Services.
If You apply for a product or service through the Website, You authorize FirstREX to treat Your application or request as if it had been made in writing and signed by You. By submitting information to FirstREX through this website or otherwise You are making an inquiry as to the programs and services offered by FirstREX and give FirstREX permission to contact through email, fax, or telephone, or any means, even if Your phone number is on a “Do Not Call” list. When You submit information through our website or otherwise, we may send Your information to our affiliates or service providors. If You have any questions or concerns please call us before submitting such information
12. Protecting your User Name and Password.
FirstREX uses passwords to prevent unauthorized access to certain areas of the Website. If You have been granted access to any such area, You agree to comply at all times with any security or operating procedures that FirstREX establishes. You will be responsible for the confidentiality and use of Your user name, password and other security-related identifiers. You agree not to hold FirstREX liable for any damages of any kind resulting from Your decision to disclose Your user name or password to any third party. You will be responsible for any access to the Website made under Your user name and password. You agree to immediately notify us if You become aware of any loss or theft of Your user name or password or of any unauthorized use of Your user name or password or of the Website, any information therein, or any online services offered through the Website. We may suspend or cancel Your access to the restricted areas within the Website if we suspect the Website is being used in an unauthorized manner.
You agree to indemnify, defend and hold harmless FirstREX and its affiliates, successors and assigns, and each of their officers, directors, employees, representatives and agents (the “FirstREX Parties”), from and against all claims, losses, expenses, liabilities, damages and costs (including without limitation attorneys’ fees and costs), arising out of or relating to: (a) Your use of the Website; (b) any violation by You of this Agreement; or (c) Your submission to FirstREX of incomplete, inaccurate or untimely information or other data. The FirstREX parties shall have the right, but not the obligation, to participate through counsel of their choice in any defense by You under this Section.
FirstREX reserves the right to, in its sole discretion and without notice or liability, deny use of the Website to any person for any reason or no reason at all
15. Choice of Law; Jurisdiction and Venue; Attorneys’ Fees.
The Website is located and operated by FirstREX in San Francisco, California. This Agreement shall be interpreted and enforced as though executed in San Francisco, and shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THE WEBSITE OR THIS AGREEMENT WILL BE THE STATE AND FEDERAL COUNTS LOCATED IN SAN FRANCISCO, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
The prevailing party in any dispute will be entitled to its reasonable attorney’s fees and costs, in addition to all other available recovery and relief.
16. Severability; Waiver.
If any clause or provision of this Agreement is held invalid or unenforceable for any reason, that part will be construed to reflect the parties’ original intent, and the remaining provisions shall remain in full force and effect, and valid and enforceable. The invalidity or unenforceability of any term, clause or provision in any particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; nor shall a waiver by either party of any term or condition or any breach thereof in any one instance, waive such term or condition or any subsequent breach thereof.
17. Successors and Assigns.
You may not transfer or assign any of the obligations, rights or interests under this Agreement without the prior written consent of FirstREX. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.
Without limiting any other provision of this Agreement, this Agreement creates no agency, partnership, joint venture, or employee-employer relationship between You and FirstREX.
19. Entire Agreement.
This Agreement states the entire agreement between You and us concerning the use of this Website, and may not be amended or modified except through a written agreement signed by an officer of FirstREX.
20. Customer Service.
If You need assistance with the Website or with any service or information provided through it, or if You need to communicate with FirstREX, telephone FirstREX at 415-992-4200 or write to us at:
50 California Street Suite 1625
San Francisco, CA 94111
You agree that we may record the conversations our employees have with You. We do this from time to time to monitor the quality of service and accuracy of information our employees give You.