Site Usage Terms & Conditions

Site Usage Terms & Conditions
(Last revised on August 11, 2018)
1. INTRODUCTION

These Site Usage Terms & Conditions (“Site Usage Terms”), the Privacy Policy, Buyer Terms & Conditions, and Seller Terms & Conditions, and all policies posted on SteepSteel.com (as well as all sites owned by or directly affiliated with SteepSteel, the “Site”) provide the terms on which SteepSteel offers access to and use of the Site. All such policies are incorporated into these Site Usage Terms. By accessing the Site, you (the “User”) agrees to be bound by and comply with all such polices and the terms and conditions therein, which constitute a binding and enforceable contract by and between SteelSteep and User.

If User is located within the European Union, Middle-East and Africa, User is contracting with SteepSteel, an entity organized under the laws of Texas. If User is located in the United States or any other jurisdiction not expressly referenced herein, User is contracting with SteepSteel, a Texas limited liability company. In each case, the respective entity to which you are contracting shall be referred to as “SteepSteel”.

2.      STEEPSTEEL.COM

SteepSteel is an online forum providing registered users (“Registered Users”) with a virtual marketplace in which to market, sell or buy interests in or ownership of cell tower leases or real property. The actual contract to consummate a transaction facilitated through the Site will be by and between User and a third-party purchaser or seller. SteepSteel has no control over and does not guarantee the existence, truth, accuracy, sufficiency, or completeness of the information or content provided by a user in connection their use of the Site, nor a seller’s or purchaser’s ability to complete any specific transaction listed on or arranged through the Site.

3. POLICY ENFORCEMENT

If a dispute arises with respect to any User and any third-party, including but not limited to other user(s), regarding these Site Usage Terms, SteepSteel reserves the right to waive or enforce any individual terms or conditions set forth herein against any User and in any given circumstance, and any such waiver shall not constitute a continuing waiver.

4. USERS AND CAPACITY TO CONTRACT

The Site is intended to be accessible and utilized only by Registered Users acting in a professional and business capacity. If a User creates an account and/or becomes a Registered User on behalf of business, corporate, partnership, or government entity, User represents that it is authorized to act on behalf of such business, corporate, partnership, or government entity and enter into legally binding contracts on its behalf, and acknowledges and agrees that such account is owned by such business, corporate, partnership, or government entity. These Site Usage Terms are not intended to and do not create an agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with User. Without limiting the foregoing, (i) minors in any jurisdiction, (ii) consumers that reside in one of countries of the European Union, and/or (iii) individuals who have been suspended from the Site may not use the Site or services.

5.       REGISTRATION

User registration is required to use certain features of the Site. SteepSteel reserves the right, in its sole discretion, to disapprove of any request or application to become a registered user (a “Registered User”), and to suspend or terminate a Registered User’s authorization to use the Site for any reason, with or without cause. User represents and warrants that: (i) all information provided to SteepSteel is accurate and complete; and (ii) User will update such information to ensure the same is current, accurate and complete at all times. User acknowledges and accepts that SteepSteel may contact it at the contact information provided upon Site Registration during registration and that you may incur wireless or data charges, depending upon the method of communication, which shall be User’s sole responsibility.

6.       LOGIN ID, PASSWORD, SECURITY

User is solely responsible for protecting the confidentiality of their Site login identification and password, and is responsible for all use of User’s Site account. User agrees to notify SteepSteel immediately upon becoming aware of any unauthorized use of any account, login identification, and/or password, or any other breach of security regarding the Site or the User’s account. SteepSteel has implemented commercially reasonable technical and organizational measures designed to secure User’s personal information and account from accidental loss or unauthorized access, use, alteration or disclosure, but SteepSteel cannot and does not guarantee that such information or account will remain secure or confidential, or that unauthorized third-parties will not obtain access to such information or account and utilize it for improper or unauthorized purposes. User acknowledges that it has provided its personal information, accessed or used the Site, and/or created an account voluntarily, and expressly assumes all risks associated therewith, including but not limited to unauthorized or unlawful third-party use of or access to such information or account.

7.       USER RESPONSIBILITIES

User agrees to comply with all applicable laws and regulations regarding its use of the Site. User agrees not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, “offline readers”, etc., to access the Site in a manner; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (iv) taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Site; (vi) collecting or harvesting any personally identifiable information, including account names, from the Site; (vii) using the Site for any commercial solicitation purpose(s); (viii) impersonating another person or entity, or otherwise misrepresenting User’s affiliation with a person or entity; (ix) bypassing the measures SteepSteel may use to prevent or restrict access to the Site or services offered; or (x) using the Site or the services offered for any other improper, unauthorized, or unlawful purpose.

8.       USER INFORMATION AND PRIVACY STATEMENT

SteepSteel has made a commitment to protect the confidentiality and privacy of Users’ personally identifiable information. Please see SteepSteel’s Privacy Statement, and incorporated herein by reference, for more information about it collection, use and protection of Users’ personal information. By using the Site, User is specifically consenting and agreeing to SteepSteel’s Privacy Statement and, if located in the European Union, User expressly agrees that SteepSteel may transfer, process and store User’s personal data within and without the European Union.

9.       LISTING CONDITIONS

When listing a cell tower lease or real property on the Site, User agrees to comply with these Site Usage Terms, the Privacy Policy, the Buyer Terms & Conditions, and the Seller Terms & Conditions, as applicable.

10. THIRD PARTY LINKS

The Site may contain links to third-party websites, advertisers, or services that are not owned or controlled by SteepSteel. Where SteepSteel provides such third-party links, no representations or endorsements are made in connection therewith. SteepSteel has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. If User accesses any such third-party website, User does so at its own risk, and User understands and agrees that these Site Usage Terms and SteepSteel’s Privacy Statement do not apply to User’s use of such third-party sites. User expressly disclaims and relieves SteepSteel from any and all liability arising from User’s use of any third-party website, services, or third-party owned content. Additionally, User’s dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods or services, and any other terms (such as warranties) are solely between User and such third-party(ies). User agrees that SteepSteel shall not be responsible for any loss or damage of any sort relating to User’s dealings with such third-parties. SteepSteel encourages Users to read the terms and conditions and privacy policy of any third-party website or service visited.

11. CONTENT

When providing content for listing or posting on the Site, User grants a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, and licensable right to exercise any and all copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (the “IP Rights”) of User in such content in connection with the Site. To the fullest extent permitted by applicable law, User waivers the right to enforce against SteepSteel and its assignees or authorized agents the IP Rights in that content in connection with SteepSteel’s, and its assignees’ or authorized agents’ use of that content.

User represents and warrants that, for all such content provided, User owns or otherwise controls all necessary rights to do so and to meet User’s obligations under these Site Usage Terms, and that such content is accurate and complete. User represents and warrants that use of any such content by SteepSteel, Registered Users, or others in contract with SteelSteep, does not and will not infringe any rights of any third party, and User acknowledges and agrees that SteepSteel has no responsibility or liability for any content provided to or by a User.

SteepSteel cannot and does not promise the listing content provided on the Site is accurate or complete. SteepSteel is not responsible for examining or warranting the listings or content provided by Users on the Site, and User expressly disclaims and waives any liability as to SteepSteel arising from or relating to any such listing content.

12.       MODIFICATION AND AVAILABILITY

SteepSteel may, at any time, delete, modify or supplement the content of the Site or these Site Usage Terms without prior notice. Once posted such changes shall come into full force and effect. In addition to other forms of acceptance, use of the Site constitutes acceptance of these Site Usage Terms, including continued use after such changes are posted. User is advised to periodically review these Site Usage Terms for changes. SteepSteel reserves the right, for any reason and at its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, content, features or hours of availability. SteepSteel may also impose limits on certain features of the Site or restrict User access to all or part of the Site without notice or penalty.

13.       MONITORING

User agree that SteepSteel has the right, but not the obligation, to monitor at any time, for any reason and at its sole discretion, all material and content on the Site and usage of the Site.

14.       SITE AVAILABILITY

SteepSteel makes reasonable commercial efforts to make its Services and Site available. However, SteepSteel is not responsible for any service interruptions, including, but not limited to, interruptions that may affect the receipt, processing and acceptance of bids or other aspects of an advertisement.

15.      COPYRIGHT AND TRADEMARKS

The trademarks, trade names, designs and all material contained on this Site or through other services, including all portions of the website, content, site design, text, graphics, and all intellectual property rights thereto are the sole and exclusive property of SteepSteel or its licensors. The use of any such property for any other reason, on any other website, or the modification, distribution or republication of this material without the prior written permission from SteepSteel is strictly prohibited.
16.      TERMINATION

Without limiting any other remedies, SteepSteel shall have the right to terminate User’s access to the Site and features to which User may have registered at any time, without notice, in SteepSteel’s sole discretion for any reason, including, without limitation, upon a determination that User has violated the Site Usage Terms.

17. DISCLAIMER OF WARRANTIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND SERVICES, PROVIDED BY OR THROUGH STEEPSTEEL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND WHETHER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STEEPSTEEL BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, OR SALES, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF STEEPSTEEL OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. LIMITATION OF LIABILITY

SteepSteel endeavors to keep the Site safe, secure, and functioning properly, but does not and cannot guarantee the continuous operation of or access to the Site. Such matters are subject to interruptions and delays beyond SteepSteel’s control.

To the extent permitted by applicable law, SteepSteel (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees the “Indemnified Parties”) are not liable, and User agrees not to hold the Indemnified Parties responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from: the content User provides (directly or indirectly) using the Site; User’s ability or inability to use the Site; delays or disruptions in the Site; viruses or other malicious software obtained by accessing or linking to the Site; glitches, bugs, errors, or inaccuracies of any kind in the Site; damage to software or hardware from the use of the Site; or the content, actions, or inactions of third parties.

19. RELEASE AND INDEMNITY

User hereby releases SteepSteel and the Indemnified Parties (defined above) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with disputes arising from or related to disputes or claims between User and any other user or third-party relating to the Site or the use thereof. User expressly waives any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which User may know or suspect to exist in your favor at the time of agreeing to this release.

User agrees to indemnify and hold SteepSteel and the Indemnified Parties harmless from any claim or demand, including reasonable legal fees, made by any other user or third party due to or arising out of your breach of these Site Usage Terms, User’s improper use of the Site, or User’s breach of any law or the rights of any other user or third party.

20.      GOVERNING LAW AND VENUE.

These Site Usage Terms shall be governed by and construed in accordance with the laws of the State of Texas. In each case, the Site Usage Terms shall be governed by the laws of such jurisdiction without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and, if user is located in the United States, the Uniform Computer Information Transactions Act, shall and do not apply. In the event of any legal dispute arising out of or relating to these Site Usage Terms, venue for such dispute shall lie exclusively in a state court located in the State of Texas.

21.      NOTICES.

Any notice to SteepSteel must be in writing and must be sent via email to inquiries@steepsteel.com, and by registered mail or overnight courier to SteepSteel, Attn: General Counsel, 1095 Evergreen Circle, Suite 200, The Woodlands, TX 77380.  Any notice to User will be given by email to the email address provided to User during registration as a Registered User, or as subsequently updated by you, or via posting on the Site, any of which you agree shall be sufficient notice regardless of whether such notice is actually received. Notice shall be deemed to have been given twenty-four (24) hours after it has been sent or at the time the information was posted on the Site.

22.      MISCELLANEOUS.

If any provision of these Site Usage Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Site Usage Terms, and the remainder of these Site Usage Terms shall continue in full force and effect. The failure by SteepSteel to exercise or enforce any rights or provisions of these Site Usage Terms shall not constitute a waiver of such right or provision. All provisions in these Site Usage Terms regarding representations and warranties, indemnification, disclaimers and limitations on liability shall survive any termination of these Site Usage Terms. If a translation of these Site Usage Terms into any other language is required by law, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. If these Site Usage Terms are provided to you in a language other than English, SteepSteel does so solely for your convenience. These Site Usage Terms contain the entire agreement with respect to the use of the Site, and supersede all previous communications, representations, understandings and agreements, either oral or written, between SteepSteel and User.