TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (“Terms and Conditions”) govern your use of the Sequentra.com Web site (the “Site”). The Site is owned and operated by USI Real Estate Brokerage Services Inc. (“USI”), a wholly owned subsidiary of Johnson Controls Inc. (“JCI”). By using this Site, you accept these Terms and Conditions. In addition, your continued use of the Site after a change has been made to these Terms and Conditions and other policies posted on the Site indicates your agreement to those changes.

1.     OWNERSHIP OF THE SITE

All text, images, audio, video, software, trademarks, logos and any other content or materials accessed through or made available for use or download through this Site (“Content”) are the property of USI. The USI Content does not include trademarks, logos, content and materials identified as owned by third parties or clients of USI. The Site and its Content are protected by United States and international copyright and trademark laws. The Content may not be copied, distributed, modified, reproduced, published or used, in whole or in part, without the prior written consent of USI. No part of any Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logos or other Content on the Site without our express written consent.

2.     LINKS TO OTHER SITES

We choose links to other Sites carefully. However, we are not responsible for the operation, content or privacy practices of Web sites operated by third parties that are linked to or from our Site. Links to third party Web sites do not constitute sponsorship, endorsement, or approval by USI of any content, policies or practices of such sites. Once you have left the Site via such a link, you should check the applicable terms of use and privacy policy of the third party site. This Site may also be linked to or from Web sites operated by companies affiliated with USI. Visitors to those sites should refer to their separate terms of use, privacy policies and practices.

3.      DISCLAIMER OF WARRANTIES

USI DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. THIS SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SITE RELATED SERVICE, IS PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE / NON-INFRINGEMENT. USI SPECIFICALLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OBTAINED THROUGH THE SITE. USI DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND HYPERLINKED WEB SITES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. USI DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY. YOU AGREE THAT USI SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING DIRECTLY OF INDIRECTLY FROM ANY SUCH CODE. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND OF THE INTERNET.

4.      LIMITATION OF LIABILITY REGARDING USE OF SITE

USI AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE SITE, AND/OR ANY HYPERLINKED WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, AND/OR HYPERLINKED WEB SITES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

5.     INDEMNIFICATION

You agree to defend, indemnify, and hold harmless USI, its parents, subsidiaries, and affiliated companies and their respective directors, officers, employees, and agents from and against all claims, losses, costs, and expenses (including attorneys' fees) arising out of your use of the this Site, or arising out of any violation of laws or these Terms and Conditions committed by you, including, without limitation, any communication by you which is claimed to be defamatory, obscene or otherwise unlawful, or which is claimed to violate the copyright, trademark, proprietary or other rights of third parties, or which constitutes a submission of materials.

6.     TERMINATION

USI reserves the right, in its sole discretion, to terminate your access to all or part of this Site, with or without cause, and with or without notice. USI also has the right to immediately terminate your use of the Site if USI determines, in its sole discretion, that you have violated these Terms and Conditions, or have engaged in conduct which USI determines, in its sole discretion, to present a risk of loss or damage to USI or its customers.

7.     ACCURACY OF INFORMATION

USI has made and will continue to make efforts to include accurate and current information on this Site. However, the Content on the Site are provided "as is" and to the fullest extent permissible pursuant to applicable law, USI disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. It is possible that the Site could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform USI so that it can be corrected. Information contained on the Site may be changed or updated without notice.

8.     GENERAL

This agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. For any litigation that may arise under this Agreement the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue (and waive any claim of forum non conveniens) to the State and Federal Courts within Milwaukee County within the State of Wisconsin.

In its sole discretion, USI may from time-to-time revise these Terms and Conditions by updating this posting. You should, therefore, periodically visit this page to review the current Terms and Conditions, so you are aware of any such revisions to which you are bound. Certain provisions of these Terms and Conditions may be superseded by expressly designated legal notices or terms located on particular pages within this Site.

If any term or provision of this agreement is held to be invalid, illegal or unenforceable, the remaining portions of this agreement shall continue to be valid and will be performed, construed, and enforced to the fullest extent permitted by law, and the invalid, illegal or unenforceable term or provision will be amended and limited in accordance with the intent of the parties, as determined from these Terms and Conditions, to the extent necessary to permit the maximum enforceability and/or validation of such term or provision.

USI may assign these Terms and Conditions to its parent company or any of its subsidiaries or affiliated companies, or to a third party that merges with or acquires USI, the Sequentra application, or any other assets of USI.