Licensed Products and Website Access Agreement

IMPORTANT: PLEASE READ THESE THIS LICENSED PRODUCTS AND WEBSITE ACCESS AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE PROCEEDING WITH REGISTRATION, DOWNLOADING OR USING LICENSED PRODUCTS, AND/OR ACCESSING THIS WEBSITE. BY CLICKING “I AGREE”, YOU (AS WELL AS YOUR EMPLOYER) RESPECTIVELY REPRESENT AND WARRANT THAT:

1. (I)   YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE,
2. (II)  YOU POSSESS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF AND YOUR EMPLOYER,
3. (II)  YOU HAVE READ THIS AGREEMENT,
4. (IV) YOU UNDERSTAND THE TERMS OF THIS AGREEMENT, AND
5. (V)  YOU AND YOUR EMPLOYER AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU AND YOUR EMPLOYER ARE NOT AUTHORIZED TO PROCEED WITH THE REGISTRATION PROCESS, DOWNLOAD OR USE LICENSED PRODUCTS, OR ACCESS THIS WEBSITE.

1. Agreement, Modifications and Registration

1.1 This Agreement is a legal agreement between you and your employer (also collectively and respectively referred to herein as “Licensee”) and CBRE, Inc., a Delaware corporation, acting through its unincorporated business unit “CBRE Hotels’ Americas Research”, with offices at 3475 Lenox Rd NE, Suite 720, Atlanta, Georgia 30326 (“CBRE”, “Licensor”, “we”, “us” or “our”) providing, among other things, the terms and conditions for Licensee’s use of our website accessible at http://www.cbre.com (the “Site”).

1.2 We may from time-to-time modify the terms of this agreement. CBRE's general Disclaimer Terms of Use can be found here: https://www.cbre.com/about-us/disclaimer-terms-of-use (the “Amended Terms”).  If Licensee does not agree to, or cannot comply with, the Amended Terms, Licensee agrees not to further use and/or access the Site. Licensee will be deemed to have accepted Amended Terms if Licensee continues to use and/or access the Site after any Amended Terms are posted.  We reserve the right to refuse to provide our products and services (including, without limitation, Licensed Products, as defined below) to anyone at any time. Licensee may be denied access to the Site (with or without prior notice to Licensee) if Licensee does not comply with any provision of this Agreement (including, without limitation, any Amended Terms).

1.3 We reserve the right to restrict certain areas of information on the Site only to our approved registered users. In the event that any area of the Site requires Licensee to register with us prior to our granting Licensee access to such areas of the Site, Licensee agrees to provide truthful information, including, but not limited to, a member name and password, as well as Licensee’s name, address, telephone number and a valid email address (the “Account Information”). Licensee agrees to provide accurate Account Information, and to update Licensee’s account information as necessary to keep it accurate. CBRE will use Licensee’s account information in accordance with CBRE’s privacy policy as provided in Section 9 (Privacy Policy) below of this Agreement. Licensee is solely responsible for maintaining the confidentiality of Licensee’s member name and password. Licensee agrees to notify us immediately of any unauthorized use of Licensee’s member name, password or account. CBRE will not be responsible for any losses arising out of the unauthorized use of Licensee’s account, and Licensee agrees to indemnify and hold harmless CBRE, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of Licensee’s account.

2. License to Use the Site

2.1          Definitions.

(A) “Authorized User” means you to the extent that you have agreed to the terms contained herein and have been issued an individual password and ID from Licensor for the purpose of accessing and using Licensed Products hereunder.

(B) “Launch Date” means the date that Licensor first enables/turns-on access to the applicable Licensed Product for use solely by you.

(C) “Licensed Products” means the specific products and publications made available by Licensor and purchased by you and/or your employer.

(D) “Fee(s)” means the applicable fee to be paid by Licensee for use of a Licensed Product.  The Fees are stated in the Licensed Product description portion of the Site.  The Fees do not include applicable taxes, which will be assessed and are payable by Licensee at time of Licensed Product order.  

(E) “Term” means the period of time stated for the applicable Licensed Product in the Licensed Product description portion of the Site.  The Term for a Licensed Product consists of a one-time purchase, a three (3) month subscription, or an annual subscription. 

2.2          Grant of License. Commencing on the Launch Date and subject to Licensee’s compliance with the terms of this Agreement (including, without limitation, payment of the applicable Fee), Licensor grants to Authorized User solely during the applicable Term a non-exclusive, non-transferable, revocable, non-sublicensable and non-assignable license for Authorized User (i) to internally use the Licensed Product solely in the ordinary course of your employer’s business, and (ii) in connection with such internal use and solely in your employer’s ordinary course of business, redistribute in reports produced as a result of Authorized User’s utilization of the Licensed Products a limited, de minis amount of content from the Licensed Products (“Content”), provided that the Content (a) is reasonably necessary, and only supportive and incidental in nature to the substance of the Authorized User’s reports; (b) so utilized has no independent commercial value; and (c) redistribution does not substitute for a license for any Licensed Product in whole or in part.  Licensee obtains no other right or license to Licensed Products under this Agreement, and none shall be implied.

2.3          Termination.  

(A)  If a material breach by Licensee of this Agreement is not remedied within thirty (30) days of Licensee’s receipt of written notice thereof from Licensor, Licensor, at its option, may terminate (i) this Agreement in its entirety, or (ii) the license granted under this Agreement with respect to individual Licensed Products.  The foregoing is in addition to any other rights or remedies available to CBRE at law or in equity.  

(B)  If Licensor’s license with any of its licensors is terminated such that Licensor is no longer able to provide a Licensed Product or portion thereof in Licensor’s sole opinion, Licensee’s license to use such affected Licensed Product or portion shall automatically terminate as well.

(C) Licensor may terminate this Agreement immediately if Licensee (i) ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, avails itself of or becomes subject to any petition or proceeding under any statute of any state or country relating to insolvency or the protection of the rights of creditors, or any other insolvency or bankruptcy proceeding or other similar proceeding for the settlement of the other party’s debt is instituted; or (ii) is acquired, sold, merged or otherwise experiences a change of control. As used in the foregoing sentence, “control” of Licensee means ownership or control of more than fifty percent (50%) of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of Licensee.

(D)  Licensor or Licensee may terminate this Agreement without cause with thirty (30) thirty days prior written notice to the other party.

(E)  Upon any termination described in this Section 2.3, Licensee shall immediately cease and desist from using all applicable Licensed Products and shall return to Licensor any and all copies of such Licensed Products (including, without limitation, Content) in its possession. Further, the rights and obligations of the parties under Sections 1, 2.3, 2.4, 2.6, 2.7, 2.8, 3, 4, 5, 6, 7, 8.2, 8.4, 9, 10, and 11 any termination or expiration of this Agreement. All liabilities and obligations that have accrued prior to termination or expiration will also survive.

2.4          Reservation of Rights and Restrictions on Use.

(A)  Licensee acknowledges that Licensor and its licensors hold all right, title and interest in and to the Licensed Products. Licensee further acknowledges and agrees that the Licensed Products contain proprietary information that constitutes the trade secrets of Licensor and its licensors, and that this Agreement does not constitute the sale or transfer of tangible property, or the transfer of any title or ownership to Licensee in or to any Licensed Products or intellectual property rights therein.

(B)  Licensee agrees to hold and maintain the Licensed Products in strict confidence, and (unless otherwise agreed to in advance and in writing by Licensor) Licensee shall not provide, disclose, sell, distribute, sublease or otherwise disseminate any Licensed Product, nor any portion thereof or data contained therein, nor permit any use by or for any third party (including, without limitation, any parent, subsidiary, affiliate, franchisee, consultant or advisor of Licensee). Further, the Licensed Products shall not be used as part of any effort to compete with Licensor, including, without limitation, using any Licensed Product to provide, along or in combination with any other product or service, any database service to any third party or any use that causes a reduction or loss in the value of the Licensed Products or sales to an existing or potential customer.  Licensee acknowledges and agrees that the Licensed Products are unique and unavailable generally throughout the commercial real estate industry, and that any unauthorized use or dissemination of the Licensed Products or copies thereof would cause Licensor and its licensors significant damage, the extent of which would be difficult to ascertain and for which there would be no adequate remedy at law. Accordingly, Licensee agrees that Licensor, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement without the necessity of posting any bond or other security. Licensee shall notify Licensor in writing immediately upon Licensee becoming aware of any such breach or threatened breach. Licensee shall not remove, conceal or alter any copyright or other proprietary right notices contained in any Licensed Products.

(C)  Licensee will acknowledge Licensor in all reports, presentations or other materials produced by Licensee using the Licensed Products as the source of the data on which such report, presentation, or other material is based.

2.5          Maintenance and Support Services.  Licensor will provide general user support services via a call desk between 9:00 a.m. and 5:00 p.m. (Eastern Standard Time) Monday through Friday (excluding CBRE-recognized holidays).

2.6          LIMITED WARRANTY; DISCLAIMERS

(A)  During the term of this Agreement, Licensor will use commercially reasonable efforts to deliver the Licensed Products free from "viruses" as such term is generally understood in the computer industry.  

(B) EXCEPT FOR THE EXPRESS WARRANTY CONTAINED ABOVE IN SECTION 26(A):

(i) LICENSEE ACCEPTS AND AGREES THAT THE LICENSED PRODUCTS AND THE SITE, INCLUDING ALL ELECTRONIC FORMAT VERSIONS THEREOF, ARE PROVIDED “AS-IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND

(ii) LICENSOR AND ITS LICENSORS EXPRESSLY AND AFFIRMATIVELY DISCLAIM ALL WARRANTIES (EXPRESSED, IMPLIED OR STATUTORY), INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION, TITLE, NON-INFRINGEMENT, QUALITY OF SERVICE, AVAILABILITY, ACCURACY, COMPLETENESS, RESULTS, LACK OF NEGLIGENCE AND LACK OF WORKMANLIKE EFFORT.

(C)  Without limitation of the foregoing, Licensee acknowledges and agrees that all contents of the Licensed Products (including all projections, opinions, estimates and forecasts contained in the Licensed Products) are (i) based upon historical events, trends and econometric models which are subject to material variation and change without notice, and (ii) based upon various assumptions and are subject to significant uncertainties and contingencies, as well as possible typographical, arithmetic and other human error. Licensee shall be fully responsible for, and Licensor and its licensors shall have no responsibility for, any use by Licensee of any of the Licensed Products or the Site, whether such use is reasonably foreseeable or known by Licensor in advance. Licensee shall be solely responsible at all times for determining the adequacy of the Licensed Products for any purpose, and Licensee assumes all risk that any Licensed Products and the Site may contain errors or otherwise prove incorrect or fail to satisfy any requirements of Licensee.

(D)  The information and material contained within the Licensed Products or the Site is for informational purposes only and is not intended as an offer or solicitation for the purchase or sale of a security or real estate assets. The Licensed Products and the Site do not take into account the investment objectives or financial situation of any particular person or institution.

2.7          LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (I) IN NO EVENT SHALL LICENSOR OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, STATUTORY, MULTIPLE OR SPECIAL DAMAGES WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR ANYTHING FURNISHED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR THE LIKE (COLLECTIVELY, “EXCLUDED DAMAGES”); (II) LICENSOR'S AND ITS LICENSORS AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR ANYTHING FURNISHED IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING IN CONTRACT, STRICT LIABILITY, TORT, WARRANTY THEORY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE AMOUNT OF THE LICENSE FEES PAID HEREUNDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (III) LICENSEE COVENANTS AND PROMISES THAT IT SHALL NOT SUE LICENSOR OR ITS LICENSORS FOR AN AMOUNT GREATER THAN SUCH SUM NOR FOR ANY EXCLUDED DAMAGES.

2.8          Notices.  With the exception of our notices pertaining to Amended Terms, all other notices sent by us to Licensee will be sent to Licensee’s email address as provided by Licensee in Licensee’s registration information.  Any notices sent by Licensee to us under this Agreement must be sent to websales@cbre.com.

3. Other restrictions

Licensee agrees not to: (a) impersonate any person or entity or misrepresent Licensee’s affiliation with any other person or entity; (b) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information, including specifically, property listings available through the Site; (c) send chain letters or pyramid schemes via the Site; or (d) attempt to gain unauthorized access to other computer systems through the Site. Licensee agrees not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site.

4. Copyrights and other intellectual property

As between Licensee and CBRE, Licensee acknowledges that CBRE owns, or has a license to, all title and copyrights in and to the content provided on the Site. All title and intellectual property rights in and to any licensed content provided on the Site is the property of the respective content owners, and may be protected by applicable copyright or other intellectual property laws and treaties and subject to use restrictions under such laws or treaties.  Photos herein are the property of their respective owners and use of these images without the express written consent of the owner is prohibited.

5. Trademarks and third-party trademarks

The following are registered trademarks or trademarks of CBRE: CBRE and its design logo, as well as certain other CBRE trademarks, service marks, graphics, and logos (collectively, the “CBRE trademarks”) used in connection with CBRE’s provision of products and services. The Site may contain third-party trademarks, service marks, graphics, and logos. Licensee is not granted any right or license with respect to the CBRE trademarks or the trademarks of any third party.

6. Submissions or other information

Notwithstanding anything to the contrary, if Licensee submits to us or posts on the Site any communications, information, property listing, testimonial, comment, review, suggestion or any work of authorship (collectively a “submission”), including, without limitation, submissions about any of our products or services, such submissions are hereby deemed not confidential or secret, and may be used by us in any manner.  We do not pre-screen submissions, and we will have no obligation to read any particular submission submitted or sent to us. By submitting or sending a submission to us, Licensee hereby: (i) represents and warrants that the submission is original to Licensee, that no other party has any rights thereto, and that any “moral rights” in such submission have been waived, and (ii) grants us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to use, reproduce, publish, distribute, display, translate, summarize, modify, create derivative works of, and adapt such submission (in whole or part) and/or to incorporate it (in whole or in part) in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without Licensee’s name.

7.  Indemnity

Licensee will indemnify and hold CBRE, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any suits or claims arising out of (i) Licensee’s breach of this Agreement, including, but not limited to, any infringement by Licensee of the copyright or intellectual property rights of any third party; or (ii) Licensee’s use or misuse of the Site.

8. Benchmarker

8.1          Benchmarker constitutes a Licensed Product for purposes of this Agreement.  In the event Licensee purchases a license to use Benchmarker, the terms in this Section 8 apply, and are in addition to the other terms of this Agreement.  Benchmarker reports are intended to provide aggregate financial performance information for groups of comparable hotels based on Licensee-specified criteria (“Comparable Group(s)”). 
 
Notwithstanding to the contrary, we reserve the right not to produce any Benchmarker report for any reason.  Without limitation, (i) the information contained in Benchmarker reports are proprietary and confidential to us, and is protected under US copyright laws, as well as other intellectual property laws, and (ii) Licensee agrees to only use such information expressly as authorized herein and only disclose such information to third parties with prior written consent of CBRE Hotels Research.  E-mail from CBRE Hotels Research is not encrypted, and if Licensee has any security concerns, Licensee may instead submit data and communicate with CBRE Hotels Research using secure, non-electronic methods.
 
Data Sorting Requirements. To protect the confidentiality of the performance data of any individual property, hotel brand, management firm, or owners, we have established validation rules to ensure a user’s comparable set is sufficiently different than other comparable sets used in previously created reports within their user group. Additionally, reports must meet the minimum and maximum counts for the number of properties in a Comparable Group as follows.
 
A.     Benchmarker Now Reports:
• The names of the hotels in the Comparable Group are not disclosed in a Benchmarker Now report.
• The Comparable Group must include a minimum of ten (10) reporting hotels, and the Comparable Group cannot exceed one hundred (100) reporting hotels.

B.     Benchmarker Select Reports:
•       The Comparable Group must include a minimum of four (4) reporting hotels, three (3) different brands or brand holders, AND three (3) different CBRE data partners; and
•       The Comparable Group cannot exceed fifteen (15) reporting hotels.  In addition, any one of the following CANNOT comprise 60% or more of the room count of the Comparable Group: (i) a property, (ii) a brand or brand parent, or (iii) a CBRE data partner; and
•       The Comparable Group cannot include just one property with F&B revenue.
 
Licensee agrees it will not directly or indirectly attempt to determine the performance of any individual property, hotel brand, management firm, or owner, and if this is attempted, we hereby reserve the right to refuse sale of future Benchmarker reports to Licensee, including, without limitation, related entities or individuals; the foregoing is in addition to any other rights and remedies available to CBRE at law or in equity.  CBRE Hotels Research also reserves the right to seek, without limitation, injunctive relief in the event of any violation.

9. Privacy Policy

9.1 This is the privacy policy (this “Privacy Policy”), and effective as of January 10, 2006, for the Site. This Privacy Policy sets forth our policies regarding the collection, use and disclosure of certain information relating to Licensee’s use of the Site. Licensee’s use of the Site signifies Licensee’s understanding and acceptance of the terms of this Privacy Policy.

9.2 We recognize the importance of protecting Licensee’s privacy, and this Privacy Policy is designed to assist Licensee in understanding how we collect, use and safeguard the personal information Licensee provide to us, and to assist Licensee in making informed decisions when using the Site. This Privacy Policy will be continuously assessed against new technologies, business practices and our clients’ needs. As we update and diversify our products and services, this Privacy Policy may change. 

9.3 If Licensee has questions or concerns regarding this Privacy Policy or wishes to exclude Licensee’s personal information from our direct marketing activities, please feel free to contact us at PrivacyAdministrator@cbre.com, or by writing to us at 140 Broadway, 8th Floor, New York, NY 10005.

9.4 Types of information we collect. We have several areas where Licensee can submit information to us, and we also have features that automatically collect information from the users of the Site. References to “personal and account information” contained in this Privacy Policy means Licensee’s name, company name, account number, address, telephone number, e-mail address, subscription details (i.e., particular types of markets or property types on which Licensee requests information), and any other information that personally identifies Licensee or would permit us to contact Licensee.

9.5 Information voluntarily provided by Licensee.  When Licensee visits or transacts business on the Site, Licensee may be required to register with us or be requested to provide us with personal and account information. When Licensee provides us with this information, we will let Licensee know how we may use such information. If Licensee tell us that Licensee does not want us to use this information as a basis for further contact with Licensee by accessing our opt-out procedure described below, we will respect Licensee’s wishes. We may also offer options for Licensee to sign up for our newsletters. During the registration process, Licensee must provide us with a member name and password, Licensee’s name, address and phone number and a valid email address. It is Licensee’s responsibility to keep Licensee’s password strictly confidential.

9.6 Communications from us, newsletters and promotional offers. In order to keep our users informed about our latest news, products and services, we may send e-mails and announcements to Licensee’s personal email address that Licensee provided to us while registering on the Site. If Licensee elected to opt–in to any of our email lists and later decides that Licensee no longer wish to receive newsletters or promotional e-mail from us, Licensee may unsubscribe from such list by following the instructions contained in each email we send to Licensee to unsubscribe from such e-mail list. 

9.7 Contacting us. Licensee is always free to contact us with a question or problem related to Licensee’s use of the Site. Our standard business practice is to retain any communications from our Site visitors to help us to serve each of licensees better.

9.8 Third-party information provided to us. When using the Site, Licensee may click through certain links or promotions that will enable Licensee to purchase products or use services provided by our partners. Some of these partners may share certain information that Licensee provides to them with us. By clicking on and through to a link or promotion on the Site, Licensee agrees to allow us to receive and use any information (except for credit card information) that Licensee may provide to our partners, under the same terms and conditions as if Licensee provided Licensee’s information directly to us. We are not, however, responsible for any other website, or their respective privacy policy or how they treat information about their users. We strongly advise Licensee to review their privacy policies to find out how they are treating Licensee’s personal information.

9.9 Third party usage. Licensee may also separately share Licensee’s information with other websites or entities, such as those that create professional marketing lists, to receive special offers and promotions from their affiliates. These websites or entities may agree to share Licensee’s information with us. Whether or not any third party actually shares Licensee’s information with us and to what extent they do share Licensee’s information with us will depend on their agreement with us and their respective privacy policies. CBRE is not responsible for, and will assume no liability if a partner or other website or entity collects, uses or shares, any information about Licensee in violation of its own privacy policy, or applicable law.

9.10 Marketing data. We may purchase marketing data from third parties and add it to our existing user database to better target our advertising and to provide pertinent offers in which we think Licensee would be interested. We may also associate this marketing data to the personally identifiable information that Licensee provides to us.

9.11 Automatic data collection. We use what are commonly called cookies when Licensee uses the Site. We use these cookies to identify Licensee as a valid user, to ensure that no one else can sign on simultaneously with Licensee’s account from another computer, and to help us serve Licensee better based on Licensee’s registration preferences. We may also use cookies to help us facilitate any promotions or surveys that we provide.

9.12 Performance tracking. We sometimes use cookies, as well as tracking technology, such as web beacons, within the promotional emails that we send to our subscribers or advertisements for the Site. These performance tracking devices help us to track whether an e-mail recipient has completed an event, such as signing up for a free trial for example. Such information is non-personally identifying and collected on an aggregate level. We sometimes utilize third party service providers to help us track the activity within the Site. These third parties may use temporary cookies and/or web beaconing technology to facilitate such tracking but the data would not be tracked in a personally identifiable way. Third parties whose products or services are accessible on the Site may also use cookies, and we advise Licensee to check their privacy policies for information about their cookies and other privacy practices.

9.13 When and with whom we may share Licensee’s information.  We may share Licensee’s personal information with companies acting as our authorized agents in providing our service (e.g., credit card processing, customer/support services) to Licensee, all of which agree to use it only for such specified purposes. Each vendor must agree to implement and maintain reasonable security procedures and practices appropriate to the nature of Licensee’s information in order to protect Licensee’s personal information from unauthorized access, destruction, use, modification or disclosure. Because we operate globally, we may transfer Licensee’s information to countries or jurisdictions that do not provide the same level of data protection as the country in which Licensee is based. If we make such a transfer, we will, or our vendors will, as applicable, provide for the proper safeguards required by applicable law to ensure that Licensee’s information is protected.

9.14 Legally affiliated entities. In the event that CBRE is merged, or in the event of a transfer of our assets, the Site or operations, CBRE may disclose or transfer Licensee’s personal information in connection with such transaction. In the event of such a transfer, CBRE will notify Licensee via email or by posting a prominent notice on the Site for 30 days of any such change in ownership of CBRE resulting in a change of control of Licensee’s personal information.

9.15 Legally compelled disclosure. We will also disclose your personal information when required to do so by law, for example, in response to a court order or a subpoena or other legal obligation, in response to a law enforcement agency's request, or in special cases when we have reason to believe that disclosing Licensee’s personal information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (whether intentionally or unintentionally) our rights or property.

9.16 Bankruptcy. Licensee should also be aware that courts of equity, such as U.S. Bankruptcy Courts, may have the authority under certain circumstances to permit Licensee’s personal information to be shared or transferred to third parties without Licensee’s permission.

9.17 Consent to Processing. By providing any personal information to us, Licensee fully understands and unambiguously consents to the transfer of such personal information to, and the collection and processing of such personal information in, the United States and other countries or territories. Licensee’s personal information will be stored and processed on our computers in the United States. The laws on holding personal information in the United States may vary and be less stringent than laws of Licensee’s state or country. We will use commercially reasonable efforts to hold and transmit Licensee’s personal information in a safe, confidential and secure environment. If Licensee objects to Licensee’s personal information being transferred or used in this manner, please do not register with or use the Site.

9.18 Cross Border Transfers. To ensure compliance with applicable European Union (EU) laws regarding cross-border transfers of personal information, CBRE will be implementing the European Commission’s standard contractual clauses (commonly known as “model clauses”) to legalize the international transfer  of European data to CBRE. The “model clause” is a standard form of contract, approved by the European Commission that provides a mechanism for parties which use that contract to transfer or export data from Europe in accordance with cross-border transfer requirements.

9.19 Security. CBRE endeavors to protect the security of Licensee’s personal information and Licensee’s choices for its intended use. We use Secure Socket Layers or SSL technology to protect the transmission of sensitive personal information. We store Licensee’s personal information on a secure server, and use procedures designed to protect the personal information we collect from unauthorized access, destruction, use, modification or disclosure. Although we will take (and require our third-party providers to take) commercially reasonable security precautions regarding Licensee’s personal information collected from and stored on the Site, due to the open nature of the Internet, we cannot guarantee that any of Licensee’s personal information stored on our servers, or transmitted to or from a user, will be free from unauthorized access, and we disclaim any liability for any theft or loss of, unauthorized access or damage to, or interception of any data or communications. By using the Site, Licensee acknowledges, understands and assumes these risks.

9.20 Modification of Licensee’s Choices and Preferences.  If Licensee would like to opt out of any of our marketing programs, or wishes to withdraw Licensee’s consent to us contacting Licensee via Licensee’s e-mail, fax or phone number, or if Licensee’s personal details change, please contact us through one of the following: (i) by telephone, at +1 877 2273330; (ii) by facsimile, at +1 212 6187085; (iii) by email, by following the opt-out instruction contained in the body of any marketing e-mail from us or by sending us an e-mail at PrivacyAdministrator@cbre.com by including a copy of the e-mail Licensee has received and by typing “Remove” in the subject line of Licensee’s e-mail; or (iv) by mail, CBRE, Inc., 140 Broadway, 8th Fl., New York, NY 10005. Licensee’s election not to receive newsletters or promotional and marketing correspondence from us will not: (a) preclude us from corresponding with Licensee, by email or otherwise, regarding Licensee’s existing or past relationship with us, and (b) preclude us, including our employees, contractors, agents and other representatives, from accessing and viewing Licensee’s personal information in the course of maintaining and improving the Site.

10. General.  

10.1 Paragraph and section headings are for convenience only, and shall not be used in construing this Agreement.

10.2 This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns except that this Agreement may not and shall not be assigned by Licensee without the prior written consent of Licensor, and any attempted assignment by Licensee without such consent is hereby deemed null and void.

10.3 This Agreement shall be interpreted and enforced under the substantive and procedural laws of the State of California, without giving effect to any conflicts or choice of laws principles that otherwise might be applicable, and excluding the provisions of the United Nations Convention on Contracts for the Sale of Goods. Except with respect to the right of Licensor to apply to a court of competent jurisdiction for a temporary restraining order or a preliminary injunction, and except with respect to a claim by Licensor for the infringement or misappropriation of intellectual property or on an open account for simple monies due under this Agreement, any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Central District of California or in state court in the County of Los Angeles, California, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding. In the case of a dispute arising out of or relating to this Agreement, and notwithstanding anything in this Agreement to the contrary, the prevailing party shall be entitled to reimbursement by the non-prevailing party of the prevailing party’s reasonable costs and attorneys’ and experts’ fees. IN THE EVENT OF LITIGATION PROCEEDINGS, AND TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HEREBY KNOWINGLY, WILLINGLY, AND IRREVOCABLY WAIVES AND SURRENDERS SUCH PARTY’S RIGHT TO TRIAL BY JURY, AND AGREES THAT SUCH LITIGATION SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A BENCH TRIAL WITHOUT A JURY.

10.4 Licensee acknowledges and agrees that Licensor’s licensors shall be third party beneficiaries under this Agreement as if such licensors were original parties hereto.

10.5 If any provision of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect and the invalid provision shall be deemed amended to the extent necessary to make it valid while still giving effect to the agreement of the parties.

10.6 Except for the terms herein pertaining to Amended Terms, no waiver or other amendment of this Agreement shall be binding on either party unless made in a writing executed by both parties.

10.7 Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity, or otherwise.

10.8 This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding on the parties. All communications and notices made or given pursuant to this Agreement shall be in English.

11. Entire agreement. By clicking “I Agree”, Licensee acknowledges that Licensee has read this Agreement, understands it and will be bound by its terms and conditions. Licensee further acknowledges that this Agreement represents the complete and exclusive statement of the agreement between Licensee and us, and that it supersedes any proposal or prior agreement oral or written, and any other communications between Licensee and us relating to the subject matter of this Agreement.