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Terms and Conditions

Last Updated: January 3,2019

General Terms and Conditions

The submission of information to Intelligent Real Property Co., Inc., hereafter collectively and individually referred to as “IRPC Inc.”, and use of the Apollo website (located at apollo.intelrp.com), and the real estate information services provided thereon (collectively, the “Service”) is subject to the following contractually binding terms and conditions (the “Terms and Conditions” or the “Agreement”).

If you are viewing, using, or accessing the Service for free, you are a “User.” If you are viewing, using or accessing the Service under a paid subscription, you are a “Customer.” These Terms and Conditions refer to Users and Customers collectively as “You.” No employee, independent contractor, agent, or affiliate of any competing real estate information, analytics or informations service is permitted to be a User or a Customer or to view, use, or access the Apollo website without express written permission from IRPC Inc.. By viewing, using, or accessing the Service, You represent and warrant that You are not a competitor of IRPC, Inc. or any of its affiliates, including without limitation any company owned or operated by IRPC Inc. (collectively, “IRPC Inc.” or “Apollo” or the “Company”) or acting on behalf of a competitor of IRPC Inc. in registering for or accessing the Service.

By viewing, using or accessing the Service, You agree that these Terms and Conditions are a binding legal agreement between You and Apollo. You also agree to be contractually bound by the IRPC Inc. Privacy Policy, which is available by hyperlink at the bottom of this page. If You do not agree to these Terms and Conditions, You are prohibited from viewing, using or accessing the Service and must immediately discontinue viewing, use, and/or access. Notwithstanding anything to the contrary herein, if You and IRPC Inc. have entered into a separate written agreement that covers Your use of an Apollo product or service, the terms and conditions of such agreement shall control with respect to such product or service to the extent they are inconsistent with these Terms and Conditions. All questions concerning these Terms and Conditions should be directed to: General Counsel, IRPC, Inc., 211 Paterson Ave, Suite 1, Midland Park, NJ 07432. IRPC Inc. may update these Terms and Conditions at any time, with or without notice to You. The latest version of the Terms and Conditions is available on the IRPC Inc. or Apollo website.

GENERAL PROVISIONS

Membership Privileges

By completing the registration process You become a “Member,” and You represent and warrant that the information You provide is true, accurate, complete, and current. Membership privileges are granted by IRPC Inc. to individuals exclusively and are granted specifically to the subscribing registered member only. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered Member without the express written permission of IRPC Inc.. Each Member must maintain a valid email address and a password, which shall be utilized for logging on to the Apollo system. Members are not permitted to share their individual login information with others. IRPC Inc. has the right to refuse or terminate service to any Member, individual, organization, or firm (and all persons associated or affiliated with said organization or firm) that fails to abide by the Terms and Conditions as posted and displayed on the Apollo website, or abuses its rights related to the Service.

IRPC Inc.utilizes email as a vital and primary communication channel with Members, who hereby acknowledge and grant IRPC Inc. the permission to communicate with them via email (as well as other communication channels such as phone and fax) for any purposes Apollo determines to be relevant including, but not limited to, system messages, product updates, service announcements, and other marketing messages. IRPC Inc. will use best efforts to honor Member’s request to opt out of marketing messages, but under no circumstances will IRPC Inc. have any liability for sending any email to its Members. By becoming a Member, you acknowledge and agree that IRPC Inc., may record telephone and other electronic communications it has with you for their internal business purposes, including but not limited to training and quality assurance purposes.

Submission and Administration of Informations

Members may submit to Apollo property descriptions, photographs, images, videos (which may include sound and/or music), graphics and financial, contact or other information (collectively, the “Submitted Content”) for property in Apollo. By submitting information, Member represents, warrants and agrees that (a) You own or have the full right, power and authority to grant to Apollo use of and rights in and to all Submitted Content that you upload, post, e-mail or otherwise transmit to Apollo; (b) Your license of such content to Apollo hereunder does not, and the use or license of such content by Apollo to third parties will not, infringe any right or interest owned or possessed by any third party; (c) there are no claims, judgments or settlements to be paid by You, or pending claims or litigation, relating to such content; and (d) You will fully indemnify the Company against any and all damages or other losses, and any related attorney’s fees, other fees, and/or expenses, incurred by the Company as a result of any breach of the foregoing representations or in connection with Your Submitted Content, including without limitation as a result of any claim brought by a third party in connection with Your Submitted Content, whether or not such claim prevails. With respect to all Submitted Content You have uploaded in the past or elect to upload in the future, post, e-mail or otherwise transmit to or via the Service, Apollo acknowledges that you retain any and all applicable ownership rights that You may have with respect to the Submitted Content. You nonetheless grant Apollo and its affiliates (including other IRPC Inc., Inc. companies) and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all such Submitted Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed. Member further acknowledges and agrees that Apollo may preserve any such Submitted Content, whether submitted in the past or in the future, and may also disclose such Submitted Content in its sole discretion (including without limitation within other products offered by Apollo and its affiliates, including other IRPC Inc., Inc. companies). Member agrees not to submit any Submitted Content to Apollo unless Member has received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any photographs or videos, to publish and advertise the property information on Member’s website and Apollo’s website. Specifically, Member will not submit a photograph if Member received the photograph from a third party information provider under the terms of a license that does not allow posting of such photograph or video on the Apollo website. Members may only submit videos personally created by them or their direct employees. Members may not upload or otherwise submit videos created or produced by third-party video tour providers. Where Member’s information incorporates content provided by Apollo or its affiliates, such as property photos or other images or information (collectively, “Apollo Materials”), Member is granted a limited, revocable, exclusive and non-sub-licensable license to use such Apollo Materials strictly in connection with Member’s Apollo information. All other rights to Apollo Materials are expressly reserved. The Company may, in its sole discretion but without any obligation to search for such, remove property information that are alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Members who are alleged to have submitted property information, Submitted Content or other information in violation of these binding Terms and Conditions. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Member who repeatedly or knowingly violates these binding Terms and Conditions. Member agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active property information on the Apollo website. No robot, spider or other automated service may be used to submit information to the Service. The Company shall have the sole authority to choose the manner in which any property information will be searched, displayed, accessed, viewed, downloaded, copied, and otherwise used on the Apollo website and Company shall have the right to modify the property information in the exercise of its rights under these binding Terms and Conditions. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the property information posted on the Apollo website. Member is entirely responsible, and Company accepts no responsibility, for the Submitted Content from the Member. While the Company will undertake reasonable efforts for data backup and business resumption, Member will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to Apollo. Apollo may add digital watermarks to certain parts of your property information, including photographs. We add these digital watermarks to protect against the copying or further distribution of your photographs without your permission. Member agrees that Apollo may adjust portions of the information contained within the Service (e.g., within property information). Any such adjustments will have no material impact on the meaning and interpretation of property informations, but will serve as a means of uniquely identifying the property information. Member accepts that this is a legitimate and lawful security precaution on the part of Apollo, and accepts further that in the event that any third party has access to property information that can be identified as having such unique adjustments, this shall constitute a prima facie breach of security and of these Terms and Conditions.

Use of Information

You agree to treat all information obtained from the Service, including Apollo Materials, information, member directory,  and any information otherwise made available to You in the Service (individually and collectively, the “Content”) as proprietary to Apollo. You agree that Content reserved for Members will be maintained as confidential and shall be protected as a trade secret of Apollo. Apollo does not ensure the accuracy of, endorse or recommend any Content and You use such Content at Your own risk. You may view, access, or otherwise use the Content solely to obtain initial information from which further evaluation and investigation may commence.

You shall limit access to, viewing of, and use of active property information to personal and internal use, and shall not use any information obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. You shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to You in or by the Service, for or in connection with any other information service or device. You further shall not use the Service in any other manner for or in connection with any other information service or device. You shall not use the Apollo Service as part of any effort to compete with Apollo, including without limitation using the Apollo Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Apollo customer, nor shall You remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Apollo Service. You shall not use any robot, spider or other automated process to submit information, monitor, data mine or copy Apollo products, services or information; decompile, decode or reverse engineer Apollo software; or use Apollo products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.

Passwords/Logins

Members and Customers are required to maintain the confidentiality of all logins and passwords. You are responsible for the activities that occur under your account, login or password. Apollo is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, login information or password and/or failure to comply with the terms and conditions set forth in the Membership Privileges, Use of Information or Ownership and License Grant sections of these binding Terms and Conditions that relate to confidentiality of account, login or password information.

Payment Terms

Customer agrees to pay for all products ordered through the Apollo website or via the Apollo sales team using the payment method indicated, and provides Apollo express authorization to charge said fees to the Customer’s payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of Apollo products, services, information, or deliverables (collectively “Deliverables”) ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Apollo may immediately cease to provide any and all Deliverables to the Customer. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At Apollo’s option, Customer shall pay such taxes or fees directly or pay to Apollo any such taxes or fees immediately upon invoicing by Apollo. Apollo is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of your state. To view your billing information, visit My Account. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. Discounts received via a product bundle are subject to removal when product(s) in bundle are canceled. No partial month refunds will be provided.

Monthly subscriptions will automatically renew using the Customer’s current credit card account number unless Customer or Apollo cancels the subscription seven (7) days prior to the renewal date. Customer cancellations shall be placed on the Apollo Website at http://www.intelrp.com/ProductCancellations. Except as otherwise provided herein, all other member subscriptions, including quarterly and annual commitment subscriptions, will automatically renew for additional terms equaling the original term unless Customer or Apollo provides thirty (30) days’ advance written notice of non-renewal. Quarterly and annual commitment subscriptions may be canceled as of the end of term only; no mid-term cancellations will be permitted. All cancellation and non-renewal requests by Customer will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via the Customer’s email account on record with Apollo.

If Customer has a question about a cancellation, Customer should contact Apollo Client Services at contact@intelrp.com. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes.

It is the Customer’s responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the “My Account” tab within the “My Apollo” section, once Customer has logged into www.Apollo.com. Apollo does not validate all credit card information required by the Customer’s payment provider to secure payment.

The Customer must notify Apollo about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to Apollo’s attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.

Unsolicited Commercial Email (Spam)

Apollo prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). You may not use Apollo  to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions.  Apollo has the right to revoke the privileges of any party who breaches these terms.

Termination

Apollo reserves the right to terminate or suspend a Customer’s account upon a good faith determination of a violation of these binding Terms and Conditions or any material provision of another agreement between the parties or their affiliates. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by you, discontinuance or material modification of Apollo services, nonpayment of fees owed by you in connection with Apollo or its affiliates’ services, account inactivity or technical or security issues. Upon termination, Apollo shall have no obligation to maintain or forward any content in your account. If Customer has a separate, written agreement with Apollo in which the agreement is designated to last more than one (1) calendar year, notwithstanding anything to the contrary in these Terms and Conditions, Customer may, on a one-time basis for no or any cause and without payment or penalty and upon written notice to Apollo, terminate the written agreement effective one year from the date Apollo receives such written notice, provided that such one-time termination right shall expire upon Licensee’s exercise of its termination right under this provision.

Ownership and License Grant

Apollo retains all rights (including Intellectual Property Rights as defined below), title and interest in the Service, the Apollo Website, Apollo Materials,  technology and brochures, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. You will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Apollo’s technology or delete or alter author attributes or copyright notices. You shall use the Apollo system solely for Your own individual use and shall not share passwords with others or allow others to use the Apollo system under or through that Your login ID/email and password; nor shall any Member use the Apollo system to list properties or conduct searches on behalf of other non-Member brokerage, research, analyst, sales or other similar personnel.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

Limitation of Liability and Indemnification

IN NO EVENT SHALL APOLLO BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY YOU ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF APOLLO’S SERVICES, PRIVATE INFORMATION FUNCTIONALITY OR MEMBER’S FAILURE TO KEEP LOGIN AND/OR PASSWORD SECURE AND CONFIDENTIAL ARISING OUT OF THESE BINDING TERMS AND CONDITIONS. Your exclusive remedy, and Apollo’s entire liability under these Terms and Conditions shall be a refund of the fees paid to Apollo hereunder, and in no event will Apollo’s liability for any reason exceed such fee. Apollo (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer’s use of the Deliverables, and Customer shall indemnify Apollo (and Apollo’s officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys’ fees) as a result of a claim by any person other than Customer arising from Customer’s use or application of the Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.

Warranty Disclaimers

THE INFORMATIONS AND SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. APOLLO MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE INFORMATIONS, SERVICE, SALES COMP INFORMATION, PROPERTY FACTS INFORMATION, OR APOLLO MARKET TREND REPORTS, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND APOLLO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES WHILE APOLLO WILL MAKE REASONABLE COMMERCIAL EFFORTS TO SECURE ALL DATA AND DATA TRANSFER. APOLLO MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO APOLLO’S SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM APOLLO’S WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WAIVE ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM APOLLO OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU

Maps and Directions Disclaimer

The maps and directions information provided by Apollo have been obtained from sources believed reliable, including Google Maps and Microsoft Virtual Earth. By using Google Maps, You agree to be bound by the Google Maps Terms of Service, available at https://www.google.com/intl/en-US_US/help/terms_maps.html. Microsoft Virtual Earth is supplied by Microsoft Corporation, and its use is subject to Microsoft’s applicable Terms of Use. While Apollo does not doubt the accuracy of the maps and/or directions, we have not verified the information and make no guarantees, warranties or representations about the maps and/or directions. It is your responsibility to independently confirm the accuracy and completeness of any map and/or set of directions. You assume all risk of use. Neither Apollo nor its partners or suppliers assume any responsibility for loss, damage or delay caused by Your use of and/or reliance on Your use of Apollo’s information, products or services.

Links to Third Party Sites

This website may contain hyperlinks to other websites operated by parties other than Apollo, Inc. and its affiliates which are beyond Apollo’s control. Apollo does not control, is not responsible for examining or evaluating, and does not warrant the offerings of, any of these businesses or individuals or the content of their websites. Apollo does not assume any liability for the actions, product, and content of all of these and any other third parties. Apollo makes no representations and cannot be held responsible for the accuracy, relevancy, copyright compliance, legality, or decency of material on such third party websites. When you click on a link that leaves the Apollo site, the site you will land on is not controlled by Apollo and different terms of use and privacy statements may apply. Apollo also does not assume, and expressly disclaims, all liability for any viruses, worms, Trojan horses, defects, or other malfunctions caused by, resulting from, existing within, or in connection with such third party sites and any links thereto.

Other Rights of IRPC Inc.

You agree that IRPC Inc. shall have the right to use Information and other information submitted to it for any property specific purpose, including without limitation for publication of all or part of such Information on the Internet. IRPC Inc. shall have sole authority to choose the manner in which any Information will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Information or refuse Services to anyone at any time in its sole discretion. IRPC Inc. shall have no obligation to (i) resolve disputes among Users, Members and/or Customers or (ii) monitor or verify the accuracy or proper use of the Information. IRPC Inc. reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on IRPC Inc.’s corporate website, located at http://intelrp.com.

Claims of Copyright Infringement

If you believe that your work has been copied onto Apollo in a way that constitutes copyright infringement, please provide Apollo’s registered DMCA agent the written information specified below:

  • A description of the copyrighted work that you claim has been infringed;
  • Identification of the material you claim is infringing, including a description of where such material is located;
  • Your address, telephone number, and e-mail address;
  • A signed statement that the information in your notice is accurate, that you have a good-faith belief that the identified use is not authorized by the copyright owner, its agent, or the law; and under penalty of perjury, that that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Address for Apollo’s DMCA registered agent:
IRPC, Inc.
Attn: General Counsel
211 Paterson Ave, Suite 1
Midland Park, NJ 07432
Email: mail@intelrp.com

We may forward any notice(s) of alleged infringement to the person(s) who provided the allegedly infringing content. Please note that this procedure is exclusively for notifying Apollo that your copyrighted material has been infringed

Brokers and Agents

Any Customer who identifies himself or herself as a broker or agent on the Apollo website member registration form or otherwise purports to be a broker hereby represents and warrants that Customer is validly licensed as a broker in the state or states in which they operate and is in compliance with applicable broker requirements in all jurisdictions in which Customer is required to be licensed. The Company may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers any Customer whom the Company believes is not a licensed broker or agent in any applicable jurisdiction. The Company may, in its sole discretion, terminate the accounts of, and refuse services to, any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker. Apollo does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the website. It is your responsibility to confirm the licensed status of any brokers listed on the Apollo website.

Governing Law; Customer Right to Arbitrate

These binding Terms and Conditions, and the Deliverables provided by Apollo, shall be governed by the laws of the state of Delaware, without reference to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of the Delaware for the adjudication of any disputes or claims arising out of and/or related to these binding Terms and Conditions. If any provision of these binding Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which shall remain in full force and effect.

You acknowledge that any breach of these binding Terms and Conditions, including without limitation the restrictions on competitor use, viewing, or access and the sections above titled “Submission and Administration of Information” and “Use of Information,” or any unauthorized use of the Service, is a material breach of the Agreement and will cause irreparable harm and injury to the Company, for which there is no adequate remedy at law. Thus, in addition to all other remedies available at law or in equity, You agree that the Company shall be entitled to injunctive relief. Any User, Member, Customer, or other individual or entity that violates any term of these binding Terms and Conditions is precluded from enforcing, agrees not to enforce, and covenants not to sue to enforce, any similar contract, including terms and conditions, terms of use and terms of service, asserted by such User, Member, Customer, or other individual or entity, or any affiliate thereof, as binding upon IRPC Inc. and its affiliates, including other IRPC Inc. companies. Material breach of these binding Terms and Conditions harms the integrity, functionality, and reputation of Apollo and its affiliates; detracts from Users’ and Customers’ trust in and use of the Service; and unfairly harms, thereby causing damage to, the business of Apollo. You agree that, in the event You materially breach these binding Terms and Conditions, You will pay Apollo’s reasonable attorneys’ fees and costs, to be determined by a court or arbitrator, but not less than $30,000, an amount the parties agree would be the minimum reasonable fee for any legal action required to enforce these binding Terms and Conditions.

Should IRPC Inc. file or threaten to file a judicial action against Customer alleging violation of IRPC Inc.’s intellectual property rights or violation of use provisions of this Agreement as they pertain to IRPC Inc. products, Customer may elect to resolve IRPC Inc.’s claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in the state of Delaware pursuant to the laws of the Delaware. Such right must be invoked within twenty (20) days of IRPC Inc.’s filing of or threat to file a judicial action. Provided, however, that nothing in this paragraph shall be construed to prohibit or prevent IRPC Inc. from requesting any legal or equitable relief or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding.

Assignment

This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Apollo, which retains the right to withhold consent in its sole discretion.

Waiver and Severability

The failure of IRPC Inc. to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, You agree that the remaining terms and provisions remain in full force and effect.

Notices

All notices to Company must be in writing and must be sent registered mail, certified mail, or overnight mail with a return receipt requested to Member Services at IRPC Inc..

Entire Agreement

Except as provided herein, the terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.