partners icon

license agreement

Standard Terms and Conditions

The download, access, view, purchase of a subscription to, or use of the www.quicklook.biz Web site, mobile Web site, content and related services (the "QuickLook Service") by any individual or entity (each, a "User") is subject to a legal contract between the User, Opus KC, LLC, and its affiliates (collectively, "Opus"). Unless Opus otherwise agrees in writing, the legal contract between Opus and a User consists of the following standard terms and conditions and any usage limitations or other terms set forth in the "Shopping Cart" or other applicable order form to which User and Opus agree (collectively, the "Agreement"), and forms a legal and binding contract between Opus and User. Because the Agreement is a legally binding contract, User should carefully read the Agreement before subscribing to, accessing, or using the QuickLook Service.

1. Product Terms

a. Description. The QuickLook Service provides real estate agents and brokers with the ability to create and post electronic listings for available properties. Subject to the terms of this Agreement and upon payment of any applicable fees, Opus will provide User with a non-exclusive, non-transferable account enabling User to access and use the QuickLook Service, solely for User's business purposes, not for personal, family or household purposes, and not for service bureau, time-sharing, or similar services. User's right to access the QuickLook Service is license, not a sale. Each QuickLook user account is valid for one user only and may not be shared concurrently or otherwise by or among multiple users. User is not permitted to use, share or transfer access to the QuickLook Service in excess of the usage limitations set forth in this Agreement, in any manner not expressly authorized by this Agreement or in violation of any international, federal, state or local, treaty, constitution, law, statute, ordinance, code, regulation or rule, enacted, adopted or promulgated by a governmental authority that is binding upon or applicable to User ("Applicable Law").

b. Accessibility. User understands and agrees that from time to time the QuickLook Service may be inaccessible or inoperable for any reason, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Opus may undertake from time to time; or (iii) causes beyond the control of Opus and which are not foreseeable by Opus.

c. Equipment. User is solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's access and use of the QuickLook Service, such as telecommunications services, Internet access, Web browsers, computers, mobile devices and other equipment.

d. Restrictions. Opus reserves all rights in and to the QuickLook Service not expressly granted to User under the Agreement, including all rights to alter, modify, update, enhance, improve or create derivative or collective works incorporating the QuickLook Service. Modification, reverse engineering, reverse compiling, or disassembly of the QuickLook Service is expressly prohibited.

e. Security. User is solely responsible for the security, confidentiality and integrity of all information that User receives, transmits through or stores on the QuickLook Service. User is solely responsible for any access and use of User's QuickLook Service account by any other individual or entity. User has the affirmative responsibility to monitor and control access to User's QuickLook account information. If, at any time User learns or suspects that User's QuickLook account information has been disclosed or otherwise made known to any individual or entity other than User, then User shall immediately notify Opus. User bears all responsibility for the confidentiality of User's passwords and all use or charges incurred from use of the QuickLook Service through User's Quick Look Service account.

2. Privacy Policy

By using the QuickLook Service, Opus will collect personal information from the User. User consents to the collection, use and disclosure of User's personal information in accordance with Opus's privacy policy, as modified by Opus from time to time, the current version of which is available at http://www.quicklook.biz/privacy-policy/.

3. Intellectual Property

a. Opus Intellectual Property. The QuickLook Service is valuable, confidential and proprietary to Opus and is protected by Applicable Laws pertaining to intellectual property and international intellectual property treaties. User may use the QuickLook Service only as permitted in this Agreement and may not otherwise modify, adapt, translate, or create derivative works based on the QuickLook Service without the prior written consent of Opus. As between the parties, Opus and its suppliers and content providers (collectively, "Providers"), own all right, title, and interest in and to the QuickLook Service, including all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trademarks, trade secrets, patents and goodwill therein, and all images, photographs, illustrations, graphics, audio and video therein. "Opus", the "Opus" logo, and QuickLook™, are the service marks of Opus. All other trademarks, service marks and other indicia of source used at www.quicklook.biz or through the QuickLook Service are the trademarks, service marks or source identifiers of their respective owners.

b. User Data.

  1. The QuickLook Service allows a User to upload information, photographs and other content selected by the applicable User (the "User Data") into, and for display by, the QuickLook Service. Because User Data is selected and uploaded solely by users, Opus does not control such User Data. In connection with the User Data, User represents and warrants to Opus that User owns or has the necessary licenses, rights, consents and permissions to use, and authorize Opus to use, all User Data and to enable inclusion and use of the User Data by the QuickLook Service in the manner contemplated. User retains all ownership rights in the User Data. By uploading User Data to the QuickLook Service, User grants Opus a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works using, displaying and performing the User Data for purposes of providing the QuickLook Service under this Agreement. Additionally, User grants to Opus a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable and transferable license to use, reproduce, adapt, perform, compile, display, incorporate, modify and create derivative and collective works using User Data in a de-identified format for the improvement of the QuickLook Service and Opus' other products and services (as may exist now or in the future) and for such other lawful purposes as Opus sees fit. For the avoidance of doubt, Opus will compile and present such User Data in a manner that data cannot reasonably uniquely identify, either explicitly or implicitly, User, in the event Opus uses User Data in such a manner.
  2. All User Data originates from users, and as such, is beyond the control of Opus. Opus neither initiates the uploading of such User Data nor monitors the specific content or accuracy of the User Data being uploaded. Opus has no responsibility for, or liability related to, the accuracy, content, currency, completeness or delivery of the User Data provided by any User. User is responsible for the accuracy, content, currency, completeness and delivery of the User Data uploaded by such User, and User represents and warrants to Opus that the User Data posted by User is accurate and complete.

c. Copyright Infringement; Notice and Takedown Procedure. Opus will respond to any allegations of copyright infringement that comply with Applicable Law, including the Digital Millennium Copyright Act, and will terminate the accounts of repeat offenders. A User may submit allegations of copyright infringement to Opus by writing Opus at 6640 West 143rd St., Suite 215, Overland Park, KS, 66223, Attn: President, or by an e-mail addressed to help@opuskc.com.

4. Payment and Fees

a. Fees. The QuickLook Service is available only for a fee during User's Service Commitment. For purposes of this Agreement, "Service Commitment" means the period of time during which User may access and user the QuickLook Service in exchange for the fees paid by User, which will be for 30 day periods or 12 month periods, unless otherwise stated when purchased by User. User shall pay Opus the fees for use of the QuickLook Service during the Service Commitment selected at the time of purchase, all as set forth in the "Shopping Cart", when purchasing from the www.quicklook.biz Web site, or as set forth on the applicable order form to which the parties have agreed. User's Service Commitment for the QuickLook Service will automatically renew for like periods unless terminated, and the fees due for the Service Commitment will be billed to User's credit card, debit card or other payment method, by Opus or its third party service provider, if any, on the first business day of each successive Service Commitment. Fees are nonrefundable. Opus expressly reserves the right to change the fees at any time, upon notice to User or by posting such change in fees at www.quicklook.biz or in its advertising materials.

b. Taxes. User shall be responsible for and shall pay Opus all sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon ("Taxes"), whether imposed now or hereinafter by any governmental entity. Opus will also bill User's credit card, debit card, or other payment method, for any Taxes due for User's use of the QuickLook Service during the relevant Service Commitment.

c. Payment. In the event of a refusal by the issuer of User's credit card or debit card or the failure of any other payment method to pay Opus any amount for any reason, User shall promptly provide Opus with another payment method. Opus may suspend or terminate User's account if User does not timely pay fees and other amounts when due. Opus may also charge interest on User's delinquent account at a rate of 1.5% per month on any outstanding balance, or the maximum interest rate permitted by law, whichever is less. User must reimburse Opus for all costs incurred (including internal administrative expenses and reasonable attorneys' fees) in the collection of User's delinquent accounts.

5. User Representations

User represents and warrants to Opus that: (a) User is over the age of 18 and has the power and authority to enter into and perform User's obligations under this Agreement; (b) User is an authorized signatory of the credit card, debit card, or other payment method, if any, provided to Opus to pay the fees, Taxes, and other charges due for User's access and use of the QuickLook Service; (c) User shall comply with all terms and conditions of this Agreement, including the provisions set forth in Section 6, and all Applicable Laws; (d) User has provided and will maintain accurate and complete registration information with Opus, including User's legal name, address, e-mail address, telephone number, and payment method; (e) User's access and use of the QuickLook Service does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which User is or may be subject; (f) User will not use the QuickLook Service to violate any Applicable Law, violate any agreement between Opus and User, or otherwise violate the legal rights of Opus or any other individual or entity; (g) User will not access or use the QuickLook Service in order to gain competitive intelligence about Opus, the QuickLook Service or any other product or service offered by Opus or to otherwise unfairly compete with Opus; and (h) User is an authorized representative of the entity on behalf of which User purports to act, if any.

6. Prohibited Uses

User is solely responsible for all acts and omissions that occur under User's QuickLook account or password. User shall not use the QuickLook Service to: (a) publish or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (b) publish or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property rights of any other individual or entity; (c) interfere, disrupt or attempt to gain unauthorized access to other accounts on the QuickLook Service or any other computer network; (d) publish or transmit viruses, trojan horses or any other malicious code or program; (e) violate any Applicable Law, or otherwise violate the legal rights of any other individual or entity; (f) publish or transmit unsolicited e-mail messages; or (g) engage in any other activity Opus determines to be in conflict with the spirit or intent of this Agreement.

7. Termination

a. Termination by User. User may terminate the right to access and use the QuickLook Service and this Agreement for any reason upon 30 days prior notice to Opus; however, User will NOT be entitled to a refund of a pro rata portion of fees if this Agreement is terminated prior to the expiration of User's Service Commitment.

b. Termination by Opus. Opus may terminate User's right to access and use the QuickLook Service and this Agreement without notice, if User fails to comply with any term or condition of this Agreement. Opus may modify, suspend or cancel the availability of all or any part of the QuickLook Service, at any time upon 30 days prior notice to User. If Opus terminates this Agreement pursuant to this subsection b of Section 7, Opus shall refund a pro rata portion of the fees paid by User no later than 10 business days after the date termination is effective.

c. Effect of Termination; Survival. Upon termination, User shall terminate use of the QuickLook Service and destroy any tangible copies of the QuickLook Service or related documentation in User's possession. Rights and obligations under this Agreement that by their nature should survive will survive and remain in effect after any termination or expiration of this Agreement.

8. Disclaimer of Warranties

a. No Warranties. THE QUICKLOOK SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ACCESS AND USE OF THE QUICKLOOK SERVICE IS AT USER'S SOLE RISK. WITHOUT LIMITING THE FOREGOING, OPUS DOES NOT WARRANT THAT USER'S ACCESS OR USE OF THE QUICKLOOK SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES OPUS MAKE ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE QUICKLOOK SERVICE. USER IS SOLELY RESPONSIBLE FOR ALL ACTS OR OMISSIONS WITH RESPECT TO THE QUICKLOOK SERVICE OR THIS AGREEMENT. OPUS WILL HAVE NO LIABILITY REGARDING ANY LOSS OF USER DATA. USER IS SOLELY RESPONSIBLE FOR CREATING BACKUPS OF ANY USER DATA UPLOADED USING THE QUICKLOOK SERVICE.

b. Disclaimer of Implied Warranties. OPUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING.

9. Limitation on Liability

a. Exclusion of Consequential Damages. IN NO EVENT WILL OPUS, ITS PROVIDERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, BE LIABLE TO USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE QUICKLOOK SERVICE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN WHEN OPUS OR A PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. Limit on Aggregate Liability. IN NO EVENT WILL OPUS'S AGGREGATE LIABILITY TO USER FOR ALL DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER STATUTORY, CONTRACT OR TORT (INCLUDING NEGLIGENCE) EXCEED THE FEES PAID FOR THE QUICK LOOK SERVICE FORMING THE BASIS OF THE CLAIM.

c. Applicability of Limits. These limits apply to anything related to this Agreement, the QuickLook Service, any content (including code) on third party Web sites, and all claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by Applicable Law. These limits also apply even if: (i) repair, replacement, or a refund for the QuickLook Service does not fully compensate User for any damages; or (ii) Opus or a Provider knew or should have known about the possibility of the damages. USER EXPRESSLY AGREES NOT TO SEEK TO RECOVER ANY DAMAGES, INCLUDING DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, FROM ANY PROVIDER.

10. Indemnification

User hereby releases, and will defend, indemnify and hold Opus, its Providers, and its and their respective directors, officers, employees, agents, successors, and assigns harmless from and against, all third party claims or causes of action, and any liabilities, obligations, judgments, fines, costs and expenses (including reasonable attorneys' fees) incurred by any indemnified party due to such claim or cause of action, arising out of (a) inaccurate, invalid or incomplete information User provided to Opus at registration, at the purchase of access to the QuickLook Service, or thereafter, (b) User's breach of this Agreement, and (c) User's visit of www.quicklook.biz, and User's download, installation and use of the QuickLook Service.

11. Miscellaneous

a. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

b. Amendment. Opus may, at any time, add to or modify this Agreement, simply by delivering amended standard terms and conditions to User by e-mail at the address provided to Opus by User, by posting amended standard terms and conditions through the QuickLook Service, or by posting the amended standard terms and conditions at www.quicklook.biz. User's access to or use of the QuickLook Service after the date such amended terms and conditions are delivered to User will be deemed to constitute User's acceptance of such terms and conditions. User acknowledges that User has a responsibility to periodically review www.quicklook.biz and the QuickLook Service for updates, modifications, and amendments that govern User's use of the QuickLook Service.

c. Waiver. No waiver of any term or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, is to be deemed or will constitute a waiver of any other term or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver will be binding unless executed in writing by the party making the waiver.

d. Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

e. Electronic Communications. When User creates an account or uses the QuickLook Service to communicate with Opus, User is communicating with Opus electronically. User's creation of an account or communication with Opus via e-mail will be deemed to be User's consent to receive communications from Opus electronically. Opus will communicate with User by posting a message through the QuickLook Service, by e-mail or by posting notices on www.quicklook.biz. User agrees that all agreements, notices, disclosures and other communications that Opus provides to User electronically satisfy any legal requirement that such communications be in writing.

f. Law. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Kansas, USA, without regard to conflict of law principles. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

g. Forum. All actions, claims or disputes arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in or serving Johnson County, Kansas, USA. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts located in or serving Johnson County, Kansas, USA. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts located in or serving Johnson County, Kansas, USA and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court located in or serving Johnson County, Kansas, USA.

h. Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including service by certified or registered mail, return receipt requested. This section is not intended to affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner, a judgment issued by the state or federal courts located in or serving Johnson County, Kansas, USA.

i. Action. No action arising under this Agreement may be brought by User more than one year after the cause of action has accrued. Each party hereby waives any right to a trial by jury.

j. Equitable Relief. The parties agree that breach of the provisions of this Agreement, including the unauthorized use or duplication of the QuickLook Service, would cause irreparable harm and significant injury to Opus which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Opus has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies Opus may have for User's breach of this Agreement.

k. Attorney's Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

l. Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. The word "including" is to be read as if it was followed by the phrase "without limitation".

m. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the QuickLook Service, supersedes any and all prior or contemporaneous prior representations, discussions, undertakings, or advertising relating to the QuickLook Service, and completely replaces any prior agreements between the parties with respect to the QuickLook Service.

n. No Assignment. User may not assign its rights or delegate its duties under this Agreement.

o. Third Party Links and Content. Links to other Web sites or resources may be available through the QuickLook Service or advertising served through the QuickLook Service. Opus has no control over such Web sites or resources. User acknowledges and agrees that Opus is not responsible for the availability of such external sites or resources. Opus does not endorse and is not responsible or liable for any content, advertising, goods, services, or other materials on or available from, such sites or resources. User further acknowledges and agrees that Opus is not liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by, or in connection with, User's use of or reliance on any such content, advertising, goods, services or other materials available on or through any such Web site or resource. Sometimes when User uses the QuickLook Service, User may access content, use a service, or download a piece of software from Providers or other third parties. User's use of these other services, software, or content may be subject to separate terms between User and that Provider or other third party. If so, this Agreement does not affect User's legal relationship with the Provider or other third party.

p. Third Party Beneficiaries. Each of Opus's affiliates and each Provider is a third party beneficiary of, and will have the right to enforce, the Agreement against User.

q. Export Restrictions. User may not ship, transfer, export into any country, or use in any manner prohibited by the United States Export Administration Act or any other Applicable Law (collectively the "Export Laws"), the QuickLook Service. In addition, if all or any part of the QuickLook Service is identified as an export controlled item under the Export Laws, User represent to Opus that User is not a citizen, or otherwise located within, an embargoed nation, and that User is not otherwise prohibited under the Export Laws from visiting or using the QuickLook Service.

quicklook