Terms of Use

TN Commercial Property Inspections, LLC

Website Terms Of Use

Acceptance of Terms

These Terms of Use (the “Terms”) govern your access or use of TN
Commercial Property Inspections, LLC (Magnolia Property Consultants, LLC,“we,”
“us,” or “our”) website located at https:// trustmagnolia.com / (the
“Website”). Please read these Terms and our Privacy Policy located at
https://trustmagnolia.com/privacy/ (the “Privacy Policy”) carefully before use
of the Website, as they constitute a legal agreement between you and TN
Commercial Property Inspections governing your access and use of the Website
and the services accessible via the Website (collectively, the “Services”).
Your use of the Services will be deemed to be your acceptance of these Terms.
If you do not agree with these Terms, do not use the Services.

 

IMPORTANT NOTICE REGARDING ARBITRATION: THESE TERMS CONTAIN A
MANDATORY ARBITRATION AGREEMENT, REQUIRING YOU TO RESOLVE ANY DISPUTE BETWEEN
YOU AND TN COMMERCIAL PROPERTY INSPECTIONSTHROUGH FINAL AND BINDING ARBITRATION
RATHER THAN IN COURT, AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS ACTIONS,
AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY AND EVERY KIND. YOU WILL BE
BOUND BY THIS ARBITRATION AGREEMENT, UNLESS YOU OPT OUT OF THE ARBITRATION
AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURES SET FORTH BELOW. BY ENTERING THIS
AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF
THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE
CONSEQUENCES OF THIS IMPORTANT DECISION.

 

Arbitration Agreement

Mandatory Binding Arbitration of Disputes. By agreeing to these
Terms, you agree that any dispute, claim or controversy arising out of or
relating to these Terms or the breach, termination, enforcement, interpretation
or validity thereof or the use of the Services (collectively, “Disputes”) will
be resolved solely by binding, individual arbitration and not in a court of law
in any jurisdiction and not in a class, representative or consolidated action
or proceeding, as set forth further below.

 

You and TN Commercial Property Inspections agree that the U.S.
Federal Arbitration Act (“FAA”) governs the interpretation, applicability,
enforceability or formation of this Arbitration Agreement, including any claim
that all or any part of this Arbitration Agreement is void or voidable, notwithstanding
any choice of law or other provision in these Terms. It is the intent of the
parties that the FAA and the American Arbitration Association (“AAA”) Rules
described below shall preempt all state laws to the fullest extent permitted by
law. If the FAA and AAA Rules are found to not apply to any issue that arises
under this Arbitration Agreement or the enforcement thereof, then that issue
shall be resolved under the laws of the State of Tennessee, without regard to
its conflict of laws provisions.

 

You and TN Commercial Property Inspections further agree that the
arbitrator (“Arbitrator”), and not any federal, state, or local court or
agency, shall have exclusive authority to resolve any disputes concerning the
interpretation, applicability, enforceability or formation of this Arbitration
Agreement. The Arbitrator shall also be responsible for determining all
threshold arbitrability issues, including issues relating to whether these
Terms are unconscionable or illusory and any defense to arbitration, including
waiver, delay, laches, or estoppel.

 

Class Action Waiver. YOU AND TN COMMERCIAL PROPERTY INSPECTIONSAGREE
THAT EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN
ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND TN
COMMERCIAL PROPERTY INSPECTIONSAGREE IN WRITING, YOU AND TN COMMERCIAL PROPERTY
INSPECTIONSMAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,
COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, if the
parties’ dispute is resolved through arbitration, the Arbitrator may not
consolidate another person’s claims with your claims, and may not otherwise
preside over any form of a representative or class proceeding. If the foregoing
sentence is found to be unenforceable, then the entirety of this Arbitration
Agreement section shall be null and void. This arbitration provision shall
survive termination of these Terms.

 

Exceptions and Opt-Out Procedures. As limited exceptions to the
mandatory arbitration provision above: (i) you may seek to resolve a Dispute in
small claims court if it qualifies; and (ii) we each retain the right to seek
injunctive or other equitable relief from a court to prevent (or enjoin) the
actual or threatened infringement or misappropriation of our intellectual
property rights.

 

You can choose to reject this Arbitration Agreement by sending us
a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following
the date you first agree to these Terms by mail at TN Commercial Property
Inspections, 2931 Berry Hill Dr, Suite 200, Nashville, TN 37204, or by email at
office@trustmagnolia.com. If mailed, the Opt-Out Notice must be postmarked no
later than 30 days following the date you first agree to these Terms. To be
effective, the Opt-Out Notice must contain your name, address, and signature.
If you opt-out of the Arbitration Agreement, all other parts of these Terms
will continue to apply to you. Opting out of this Arbitration Agreement has no
effect on any previous, other, or future arbitration agreements that you may
have with TN Commercial Property Inspections.

 

Conducting Arbitration and Arbitration Rules. The arbitration will
be administered by the AAA under its Consumer Arbitration Rules and any
supplementary rules (the “AAA Rules”) then in effect, except as modified by
these Terms. The AAA Rules are available at www.adr.org or by calling the AAA
at 1-800-778-7879. The rules of the arbitral forum will govern all aspects of
this arbitration, except to the extent those rules conflict with these Terms.

 

A party who wishes to start arbitration must submit a written
Demand for Arbitration to AAA and give notice to the other party as specified
in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
You can contact the AAA for more information on how to commence an arbitration
proceeding at www.adr.org or 1-800-778-7879.

 

If your claim is for U.S. $10,000 or less, you may choose whether
the arbitration will be conducted solely on the basis of documents submitted to
the Arbitrator, through a telephonic or video-conference hearing, or in-person
hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000,
the right to a hearing will be determined by the AAA Rules. Any arbitration
hearings will take place in the county (or parish) where you live, unless we
both agree to a different location.

 

Arbitration Costs. Payment of all filing, administration and
arbitrator fees will be governed by the AAA Rules. TN Commercial Property
Inspections will pay for all filing, administration and arbitrator fees and
expenses if your Dispute is for less than $10,000, unless the Arbitrator finds
your Dispute frivolous. If TN Commercial Property Inspections prevails in
arbitration, it will pay all of its attorneys’ fees and costs and will not seek
to recover them from you.

 

Changes to Arbitration Agreement. Notwithstanding the provisions
of Section XVI “Changes to Terms” below, if TN Commercial Property Inspections
changes any of the terms of this Section II “Arbitration Agreement” after the
date you first accepted these Terms (or accepted any subsequent changes to
these Terms), you may reject any such change by sending us written notice of
such rejection within 30 days of the date such change became effective, as
indicated in the “Last Modified” date below. The written notice must be
provided either by mail at TN Commercial Property Inspections,  2931 Berry
Hill Dr, Suite 200, Nashville, TN 37204, or by email at
office@trustmagnolia.com. To be effective, your notice must include your full
name and clearly indicate your intent to reject changes to this Arbitration
Agreement. By rejecting any change, you are agreeing that you will arbitrate
any Dispute between you and TN Commercial Property Inspections in accordance
with the terms of this Section II “Arbitration Agreement” as of the date you
first accepted these Terms (or accepted any subsequent changes to these Terms).

 

Intellectual Property Rights

All information, text, photographs, graphics, images, videos,
logos, data, software and other materials including TN Commercial Property
Inspections trademarks, service marks and copyrights (collectively the
“Content”) found through the Services are owned or licensed by TN Commercial
Property Inspections and may not be used, copied, broadcast, distributed,
uploaded, posted or shared in any way without the express written consent of TN
Commercial Property Inspections.

 

TN Commercial Property Inspections expressly reserves all
intellectual property rights in the Content. Nothing contained on the Website
grants or should be construed as granting any license or right to use the
Content for any purpose without the express written consent of TN Commercial
Property Inspections.

 

Content Ownership, Responsibility, and Removal

Definitions. For purposes of these Terms: (i) “Content” means
text, graphics, images, music, software, audio, video, works of authorship of
any kind, and information or other materials that are posted, generated, provided
or otherwise made available through the Services; and (ii) “User Content” means
any Content that users of the Services (including you) provide to be made
available through the Services.

 

Our Content Ownership. TN Commercial Property Inspections does not
claim any ownership rights in any User Content and nothing in these Terms will
be deemed to restrict any rights that you may have to use and exploit your User
Content. Subject to the foregoing, TN Commercial Property Inspections and its
licensors exclusively own all right, title and interest in and to the Services
and Content, including all associated intellectual property rights. You
acknowledge that the Services and Content are protected by copyright,
trademark, and other laws of the United States and foreign countries. You agree
not to remove, alter or obscure any copyright, trademark, service mark or other
proprietary rights notices incorporated in or accompanying the Services or
Content.

 

Rights in User Content Generated by You. By making any User
Content available through the Services, you hereby grant to TN Commercial
Property Inspections a non-exclusive, transferable, worldwide, royalty-free
license, with the right to sublicense, to use, copy, modify (for formatting
purposes only), distribute, publicly display, and publicly perform your User
Content in connection with operating and providing the Services to you.

 

Your Responsibility for User Content. You are solely responsible
for all your User Content. You represent and warrant that you own all your User
Content or you have all rights that are necessary to grant us the license
rights in your User Content under these Terms. You also represent and warrant
that neither your User Content, nor your use and provision of your User Content
to be made available through the Services, nor any use of your User Content by TN
Commercial Property Inspectionson or through the Services will infringe,
misappropriate or violate a third party’s intellectual property rights, or
rights of publicity or privacy, or result in the violation of any applicable
law or regulation.

 

Removal of User Content. User Content may continue to exist on the
Services. We are not responsible or liable for the removal or deletion of (or
the failure to remove or delete) any of your User Content.

 

Rights in Content Granted by TN Commercial Property Inspections.
Subject to your compliance with these Terms, TN Commercial Property Inspections grants
to you a limited, non-exclusive, non-transferable license, with no right to
sublicense, to access and use the Content solely in connection with your permitted
use of the Services and solely for your personal and non-commercial purposes.

 

Prohibited Uses

You may use the Services only for lawful purposes and in
accordance with these Terms. You may not use the Services:

 

to violate any applicable law or regulation;

 

to infringe the rights of any third party, including without
limitation, intellectual property, privacy, and contractual rights;

 

for any purpose that is unlawful or prohibited by these Terms;

 

to cause harm or damage to any person or entity;

 

to interfere with the proper operation of the Services; or

 

to upload, post or transmit any material that violates any law,
infringes on the rights of any third party or contains defamatory, libelous,
abusive, threatening, obscene or otherwise objectionable material (as
determined by TN Commercial Property Inspections in its sole discretion).

 

Third Party Websites

The Services may contain links to other websites or resources.
These links are for your convenience only and are not under our control and are
not subject to TN Commercial Property Inspections’ Privacy Policy. We recommend
that you check the privacy policies of each such website to determine how your
information will be used.

 

Privacy Policy

All information we collect through the Services is subject to our
Privacy Policy. By using the Services, you consent to all actions taken by TN
Commercial Property Inspections with respect to your information in compliance
with the Privacy Policy. For a detailed description of TN Commercial Property
Inspections’ information collection practices, please see our Privacy Policy,
which is incorporated herein by reference.

 

Disclaimers

THE MATERIALS AND SERVICES PROVIDED ON THE WEBSITE ARE PROVIDED
“AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY.

 

TN COMMERCIAL PROPERTY INSPECTIONS DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY,
VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE
RESPECTING, THE CONTENT OF THE WEBSITE.

 

ANY MATERIAL VIEWED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THE WEBSITE. INFORMATION
PUBLISHED AT THIS SITE MAY REFER TO PRODUCTS, PROGRAMS OR SERVICES THAT ARE NOT
AVAILABLE IN YOUR JURISDICTION.

 

Limitation of Liability

IN NO EVENT WILL TN COMMERCIAL PROPERTY INSPECTIONSBE LIABLE FOR
ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM
LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, OR CAUSED BY OR RELATED TO
ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE,
INABILITY TO USE, OR THE RESULTS OF USE OF THE WEBSITE, ANY WEBSITES LINKED TO
THE WEBSITE, OR THE MATERIALS OR INFORMATION OR SERVICES CONTAINED AT ANY OR
ALL SUCH WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL
THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR
USE OF THE MATERIALS, INFORMATION OR SERVICES FROM THE WEBSITE RESULTS IN THE
NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ALL
COSTS THEREOF. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, TN COMMERCIAL PROPERTY
INSPECTIONS’ TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF
ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT OR
OTHERWISE, ARISING OUT OF YOUR USE OF THIS WEBSITE, ITS CONTENT OR LINKS, SHALL
NOT EXCEED THE AMOUNT YOU PAID TO ACCESS THIS WEBSITE.

 

THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO
LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW, INCLUDING NEW JERSEY LAW.

 

Governing Law and Jurisdiction

These Terms and the Privacy Policy shall be construed under the
laws of the State of Tennessee, which shall control without regard to its
conflict of laws provisions. Any action arising out of or relating to these
Terms shall be commenced and concluded only in the State of Tennessee, 13th
Judicial Circuit, or the United States District Court for the Middle District
of Tennessee, Tampa Division.

 

Termination

TN Commercial Property Inspections, in its sole discretion, may
terminate or restrict your use or access to the Services for any reason,
including, without limitation, if TN Commercial Property Inspections believes
you have violated or acted inconsistently with these Terms. Upon any
termination, discontinuation, or cancellation of the Services, the following
provisions of these Terms will survive: Sections II, IV, VIII, IX, and X.

 

Waiver

TN Commercial Property Inspections’ failure to enforce any portion
of the Terms shall not constitute a waiver of any of its rights under these
Terms.

 

Severability

Except as set forth in Section II, “Class Action Waiver,” in the
event that any provision or part of any provision in these Terms is found to be
unenforceable or unlawful for any reason, the unenforceable or unlawful
provision or portion thereof shall be severed from these Terms; severance of
the unenforceable or unlawful provision or portion thereof shall have no impact
whatsoever on the remainder of the Arbitration Agreement or the parties’
ability to compel arbitration of any remaining claims on an individual basis
pursuant to the Arbitration Agreement; and to the extent that any claims must
therefore proceed on a class, collective, consolidated, or representative
basis, such claims must be litigated in a civil court of competent jurisdiction
and not in arbitration, and the parties agree that litigation of those claims
shall be stayed pending the outcome of any individual claims in arbitration.

 

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS TN COMMERCIAL
PROPERTY INSPECTIONSAND ITS PRESENT AND FORMER OFFICERS, EMPLOYEES, SHAREHOLDERS,
MEMBERS, DIRECTORS, FRANCHISEES, AGENTS, SERVANTS, REPRESENTATIVES, PARENTS,
AFFILIATES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY ACTUAL OR THREATENED
CLAIMS, ACTIONS OR DEMANDS, LIABILITIES AND SETTLEMENTS (INCLUDING, WITHOUT
LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES) RESULTING (OR ALLEGED TO
RESULT) FROM YOUR USE OF THE WEBSITE IN ANY MANNER THAT VIOLATES OR IS ALLEGED
TO VIOLATE ANY APPLICABLE LAW OR THESE TERMS.

 

Delays and Accessibility

The Services may be subject to limitations, delays, failures or
other problems associated with the use of the Internet and electronic
communications. From time to time, we may restrict access to all or some parts
of the Services. TN Commercial Property Inspections is not liable if the
Services are unavailable at any time for any reason.

 

Changes to Terms

From time to time, we may change these Terms to accommodate new
technologies, industry practices, regulatory requirements or for other purposes
in our sole discretion. You are advised to check the Terms regularly, as
continued use is deemed to be approval of and consent to all such changes.

 

Changes to Website

We may update the content on the Website from time to time, but
its content is not necessarily complete or up-to-date. The materials and
services at the Website may be out of date, and TN Commercial Property
Inspections makes no commitment to update the materials and services at this
Website.

 

Entire Agreement

These Terms and the Privacy Policy constitute the entire
integrated and exclusive agreement between you and TN Commercial Property
Inspections with respect to the Services and supersede all prior
understandings, agreements, representations and warranties, both written and
oral, with respect to the Services.

 

Comments and Questions

If you have a comment or question about these Terms, please
contact us at office@trustmagnolia.com or 615-630-8268

 

Last Modified: September 27, 2022