Last Updated: February, 2019
Welcome to the Terms of Service (the “Agreement” or “Terms of Service”) for the Site, an application and website wholly owned and operated by Company, whose principal office is located at 21700 Oxnard Street, Suite 950, Woodland Hills, California 91367. This Agreement is a legally binding contract made between You (“You,” “Your,” or “Yourself”) and Company with respect to Your access to and use of the Site, whether as a User or an Agent (as defined herein).
Company is willing to allow You to access and use the Site only upon the express condition that You fully accept and abide by all the terms and other conditions contained in this Agreement, without dispute, exception or protest. This is not an agreement to allow You to license to any third-party, sell or own any part of the Site but only a license to access and use the Site Yourself, and only as permitted herein. By accessing or using the Site, irrespective of whether You create an account within the Site, You indicate that You have read and understand this Agreement and accept to be bound by all of its terms and conditions. If You do not accept all the terms of this Agreement, You may not use the Site for any reason or under any circumstances and agree to terminate use of the Site immediately. You must read, agree with and indicate Your acceptance of all of the terms and conditions contained in this Agreement, which includes those terms and conditions expressly set out below and those incorporated by reference, before You use the Site or any other person or entity uses it on Your behalf. In order to access all the features of the Site, You must create an Account (as defined herein) on the Site and must agree to be bound by all the terms and conditions of this Agreement. We may amend this Agreement at any time by posting the amended terms on the Site, whether or not notice is given to You. If we amend this Agreement in any way or for any reason, Your continued use of the Site will constitute Your ongoing acceptance of all such amendments. Except as stated below, all amended terms shall automatically be effective as of the date they are posted on the Site. By using the Site, You acknowledge that Company is providing no direct service or information to You and that the Site is solely a platform through which You may access information and services offered and provided by third-parties wholly independent of Company. The decision by a User or Agent (as defined herein) to interact with any other Agent or User of the Site, including without limitation, the scope of such interaction, is made in such Agent or User’s sole and absolute discretion. You expressly acknowledge and agree that Company does not have and shall not have any responsibility or liability in connection with any services You obtain, are provided, purchase, order, and/or contract for with any Agent or any other agreement You may make with other Users or Agents also utilizing the Site, and You agree to look solely to such third-parties in connection with any and all claims arising therefrom.
This Agreement also applies to any mobile version of the Site or related smartphone application through which You may access the Site published by the Company in the Apple App Store or Google Play Store, as well as to Your use of the Site on any internet-capable device. This Agreement is entered into between You and Company. Apple, Inc. (“Apple”) and Google, Inc. (“Google”) are not parties to this Agreement and shall have no obligations with respect to the Site. Company, not Apple and/or Google, is solely responsible for the Site and the content thereof as set forth hereunder. However, Apple and/or Google and Apple’s and/or Google’s subsidiaries are third party beneficiaries of this Agreement. Upon Your acceptance of this Agreement, Apple and/or Google shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against You as a third-party beneficiary thereof. This Agreement incorporates by reference the Licensed Application End User License Agreements or other similar documents under different names published by Apple and/or Google, for purposes of which, You are the “end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
Modification to the Agreement
We reserve the right to modify the terms and conditions of this Agreement at any time, effective upon posting the amended terms on this site. If we make changes, we will notify You by, at a minimum, revising the “Last Updated” date at the top of this Agreement. You are solely responsible for regularly reviewing this Agreement and any amendments or modifications which may be made. Continued use of the Site following amendments to or modifications of this Agreement shall constitute Your irrevocable consent to such changes. If You do not agree to any such changes You may not use or access the Site, and, to the extent Your use is ongoing, cease use of the Site immediately.
The Site is an internet-based platform intended to facilitate the connection of individual users (each, a "User") who may be buyers and/or sellers of real property, with licensed and credentialed real estate agents (each, an "Agent"). These Agents are invited by Company to offer real estate brokerage and advisory services, relating to the specific locales in which such Agents are established and experienced, to Users and other Agents on the Site in order to provide Users and Agents with access to exclusive opportunities and first-rate representation in pursuing those opportunities, as applicable. Accordingly, the Site also functions as an online platform where Agents can post information regarding exclusive off-market or “pocket” listings (each, a “Listing”) which are not listed on any multiple listing services or other public listing services, for Users and other Agents to view (only Users admitted to the Site as Agents may post Listings). Through the Site, Users and Other Agents can contact the Agents posting these Listings in order to inquire further and potentially consummate a transaction.
Company maintains insurance policies in commercially reasonable amounts in connection with the operation of the Site. You acknowledge that Company expressly disclaims any liability for representations made by any third-parties on or through the Site and You agree to pursue any claims which may arise in connection with transactions culminating from Listings with such third-parties only. Furthermore, to the extent that You suffer any claim, loss, damages, action, proceeding, or other liability covered by Your insurance policies, as applicable, You waive, on behalf of Yourself and any of Your insurers, any and all rights of subrogation against Company’s insurance policies for any reason, to the maximum extent permitted under applicable law.
Access to and use of the Site, is not available to any person under the age of 18 or to Users or Agents otherwise in violation or breach of any provision of this Agreement. By accessing or using the Site, including registering for an account granting full access to the Site (an “Account”), You represent and warrant that You are at least 18 years old (or the age of legal majority in Your respective jurisdiction) and that You have the right, authority and capacity to enter into this Agreement and will abide by the terms and conditions of this Agreement. You further agree You will be the sole user of Your Account. You are responsible for maintaining the confidentiality of any password created by You in connection with Your Account on the Site. You are solely and fully responsible for all activity, including, without limitation, communication with and representations to third-parties, other Users, and Agents made through Your Account. Company has no control over the use of Your Account or any other User's or Agent’s account and expressly disclaims any liability derived, relating to, in connection with, or otherwise arising therefrom. Should You suspect that an unauthorized party may be using Your password or accessing Your Account or You suspect any other breach of security, please contact us immediately at firstname.lastname@example.org.
Term and Termination
As stated above, Your acceptance of this Agreement is a condition of Your access and use of the Site, including, without limitation, all revisions, modifications and amendments to the Agreement as Company may, from time to time, post for Your review. The term of this Agreement begins as of Your initial access or use of the Site and shall continue until such time as You cease to access or use the Site permanently. You may terminate Your Account at any time via the Site, subject to fulfillment of any outstanding payments, amounts owed, or other sums due and payable to Company. Should You choose to terminate Your Account, we will send You a confirmation of the same via email to the address provided to us in Your Account. We reserve the right in our discretion to terminate Your access to the Site by removing Your Account at any time, effective upon sending email notice to You as provided above. Upon such termination, we will remove all of Your information from our servers. However, we reserve the right to retain an archived copy of records of Your information, as required by law or for our legitimate business purposes, and such archived information shall remain confidential except for the limited purposes stated herein. We reserve the right, in our sole discretion to bar Your access to and use of the Site on an ongoing basis. You expressly acknowledge and agree Your obligations under this Agreement shall remain in full force and effect even if Your access to and use of the Site is terminated hereunder.
Your Information (as hereafter defined) is any information You provide, publish or display (also known as “posting”) to or on the Site (“Your Information”). Your Information will be stored on servers serving the Site. You are solely responsible for Your Information, as the same is provided to us by You, and Your interactions with other Users and Agents. You further acknowledge that we act only as a passive platform for the purposes of the Site stated above and do not produce or furnish any of Your Information of the similar information of other Users or Agents. When You use the Site, You agree to provide accurate, current and complete information as prompted by the Site and to maintain and timely update Your Information to keep it accurate, current and complete at all times You continue to access and use the Site. You warrant and represent to us that Your Information, as posted by You, is truthful and correct and that You are the sole author and provider of Your Information. You further agree that Company and other Users and Agents may rely on Your Information as accurate, current and complete. You acknowledge that if Your Information is untrue, inaccurate, not current or incomplete in any respect, we have the right to terminate Your Account, access to, and use of the Site without notice.
You agree that You will use the Site in a manner consistent with any and all applicable laws and regulations. We reserve the right, but are not obligated, to investigate and terminate Your access to and use of the Site if You have misused the Site, or behaved in any way which we, in our sole discretion, regard as inappropriate, unlawful or illegal. With respect to Your use of and access to the Site, You agree that You will not: (a) impersonate any person or entity, or knowingly make any false or misleading representations on behalf of any other person or entity; (b) “stalk” or otherwise harass any other User or Agent; (c) express or imply that any statements You make are endorsed by us, without our prior written consent; (d) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, “hack” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; (e) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary or confidential information without obtaining the prior consent of the owner thereof; (f) alter or appropriate any copyright, trademark or other proprietary rights notice rightfully used or displayed on the Site, including, without limitation, any photo, logo, writing or other intellectual property of Company or any other User or Agent; (g) interfere with or disrupt in any way the Site or the servers or networks connected to the Site; (h) post, email or otherwise transmit any material that contains software viruses, malicious code of any sort, or any other computer code, files or programs designed to interrupt, destroy or limit the proper and full functionality of any computer software or hardware or telecommunications equipment; (i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Site; (j) “frame” or “mirror” any Site, or use meta tags or code or other devices containing any reference to us or the Site in order to direct any person to any other web site for any purpose; or (k) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site, or cause others to do so.
You further agree that Your Information and Your interactions with Company, other Users and Agents on the Site shall not: (a) be false, inaccurate or misleading (directly or by omission or failure to update information); (b) infringe upon any third-party's rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation; (d) be defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material; (e) contain any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language; (f) include in Your Information any telephone numbers, street addresses, last names, URL's or E-mail addresses other than where specifically required to create Your Account; (g) expose to the Site or its servers any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) create any other type of liability for us, whether or not foreseeable in connection with Your access to and use of the Site; or (i) link directly or indirectly to any other web sites without our prior written consent. You further agree that You will not transfer, use, or sell Your Account. As stated herein, we reserve the right to immediately bar access to and use of the Site for any User and/or Agent who does not fully comply with this section. You expressly acknowledge and agree that any violation or breach of this provision by You, Your agents, representatives, and any other person using or accessing the Site on Your behalf, under Your control, or for Your benefit shall: (i) entitle Company to immediate injunctive relief, cumulative with all other remedies available to Company under this Agreement and under applicable law; (ii) entitle Company to recovery of all attorney’s fees, costs, and expenses in connection with enforcement of this Agreement and this provision; and (iii) entitle Company to seek punitive damages against You and any others acting in concert with You, cumulative with all other damages and amounts sought or claimed by Company in any such proceeding, all of which are expressly reserved hereby.
Company owns and retains complete ownership in and of the Site, and all intellectual property in connection therewith. Your access to and use of the Site in no way creates any interest in or right of ownership of any proprietary or intellectual property of Company, including the Site. Contingent upon Your acceptance of and continued compliance with the terms and conditions of this Agreement, Company hereby grants to You a personal, limited, non-transferable, non-exclusive, non-assignable, revocable license to access and use the Site on, without limitation: (a) any Android device that You own or control; (b) any Apple product that You own or control; and/or (c) any other internet-capable computer or device as permitted by applicable usage rules set forth in the respective terms and conditions of the “App Store” corresponding to Your particular device or operating system (the “Usage Rules”). You may not rent, lease, lend, sell, redistribute or sublicense Your Account, or the license to the Site granted to You herein under any circumstances or for any reason. You may not copy (except as expressly permitted by this Agreement and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Site, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of Company and its licensors, if any, and may subject You to criminal prosecution and civil damages. Company further reserves the right to seek injunctive relief, and consequential and punitive damages against You and any persons or entities acting in concert with You in any such scenario. The terms of this Agreement will govern any upgrades to the Site made by Company, unless such upgrade is accompanied by a separate or new agreement which expressly supersedes this Agreement, in which case the terms of that agreement will govern.
NOTICE: If You are a copyright owner or an agent thereof and believe that any content on the Site infringes upon copyrights owned or controlled by Your or Your organization, pursuant to the Digital Millennium Copyright Act (“DMCA”), You may contact us to resolve the matter by providing the following in writing (see 17 U.S.C 512(c)(3) for further detail):
1. A letter of authorization executed by the owner or a person authorized to act on behalf of the owner of such exclusive right allegedly infringed upon;
2. Identification of all copyrighted subject matter You claim is infringed upon;
3. Identification of all infringing material or manner in which such infringing activity is taking place, sufficient for us to reasonably locate such material or activity;
• Current and accurate contact information;
• A statement setting forth Your good faith basis and belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement, under penalty of perjury, that the information comprising such allegation of copyright infringement is accurate and that You are, or are authorized to act on behalf of, the owner of such exclusive right that is allegedly infringed upon.
Any claims regarding possible infringement of exclusive or proprietary rights should be delivered only to: DMCA Agent c/o Pick Plus, Inc., email@example.com. All other contact, feedback, comments, requests for technical support, and other communications should be directed to our customer service at firstname.lastname@example.org. You acknowledge that if You fail to comply with all of the requirements set forth above, any claim You make under the DMCA may not be valid. After receiving the above-required information, we will process and investigate the claim and will take appropriate actions under the DMCA and other applicable intellectual property law. Accordingly, we will act with reasonable promptness to remove or disable access to any material or manner of use on the Site, claimed to be infringing material or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to such infringing material or activity. We will also take reasonable steps promptly to notify the infringing User or Agent that we have removed or disabled access to such material.
By accessing or using the Site, You acknowledge and agree that we may obtain or request to obtain Your location data, as permitted by applicable law. The location data provided to Company through the Site is intended to be used for statistical purposes and geolocation of Users and Agents, as well as to aid Users and Agents in accessing Listings. You agree that we may, in our discretion, use location data for other purposes, from time to time, including, without limitation, solicitation of offers or other advertisements. Company makes no representations regarding the accuracy or efficacy of such location data and expressly disclaims all warranties, express or implied, relating to the fitness or suitability of location services and location data in connection with Your use of the Site.
By accessing or using the Site, You specifically consent to receiving e-mail communications and/or text messages initiated from us or through us, which include, without limitation: message notification e-mails, e-mails or text messages informing You about potential available Listings, promotions, and any existing or new features added to the Site. Standard text messaging charges applied by Your mobile service provider will apply to text messages we may send. If You change Your mobile phone service provider, the notification service may be deactivated for the number previously provided to us by You and You may be required to re-enroll in such notification service. Company reserves the right to cancel the notification service at any time without notice to You. If You do not wish to receive any of our e-mail communications or text messages, You may opt out via Your Account or by contacting us at email@example.com.
All intellectual property rights in and relating to the Site are wholly owned by Company. These rights include, without limitation, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Site are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site, provided by You to us are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such communications for any purpose, commercial or otherwise, without acknowledgment or compensation to You. You expressly acknowledge and agree that any violation or breach of this provision by You, Your agents, representatives, and any other person using or accessing the Site on Your behalf, under Your control, or for Your benefit shall: (i) entitle Company to immediate injunctive relief, cumulative with all other remedies available to Company under this Agreement and under applicable law; (ii) entitle Company to recovery of all attorney’s fees, costs, and expenses in connection with enforcement of this Agreement and this provision; and (iii) entitle Company to punitive damages against You, cumulative with all other damages and amounts sought or claimed by Company in any such proceeding.
You expressly agree to defend, indemnify, and hold us and our officers, directors, shareholders, employees, agents, representative, attorneys, advisors, consultants, brokers of record, members, and managers (collectively, the “Indemnified Parties”) harmless against all losses, costs, liabilities and expenses (including attorneys' fees) suffered or incurred in connection with, relating to, or arising out of Your access or use of the Site, including, without limitation: (a) Your breach of any provision of this Agreement or any of the documents it incorporates by reference; (b) Your violation of applicable law or the rights of any third-party, including, without limitation, other Users and Agents; (c) any allegation that any materials or information that You post on or submit to the Site infringe upon or otherwise violate any copyright, trademark, trade secret or other intellectual property or other rights of any third-party; and, for Agents, (x) all violations of applicable codes of ethics or professional conduct relating to or governing the brokerage of real estate in every state of licensure. Your indemnification obligations under this Agreement are limited by the gross negligence or willful misconduct of Company, but only to the extent thereof, and not entirely. Your indemnification obligations under this Agreement shall survive the termination of this Agreement indefinitely.
By accessing or using the Site, You hereby grant Company a limited perpetual license in and right and permission to use, publish, and exhibit information regarding Listings and consummated transactions of Listings posted on the Site, including, without limitation, on the internet and in publications, any pictures, portraits, digital images, photographs, video, renderings, and any identifying or informational details of any Listing posted on the Site.
Disclaimer of Representations
As stated herein, and due to the nature of the Site as an online platform for Users and Agents to connect and view Listings, You may receive information, opinions, advice, statements, offers, representations, promises, or other interactions from Users and Agents on the Site (collectively “Statements”). All such Statements shall be the sole representations and communications of their respective person making such Statement, and such person is and shall be solely responsible for such content. We do not guarantee the truth, accuracy, completeness, or usefulness of any information, including, without limitation, Listings or Statements made on the Site and we neither adopt nor endorse nor are we responsible for the truth, accuracy or reliability of any Statement made by any other party. Under no circumstances will we be responsible or accept responsibility for any loss or damage You may suffer resulting from Your reliance on Statements or Listings posted on the Site, or transmitted to You privately by other Users or Agents You meet or interact with through the Site. We reserve the right, but we have no obligation, to monitor the information posted on the Site, and You agree we have no obligation or responsibility whatsoever to modify, correct, or remove any inaccurate, untruthful, incomplete, false, or misleading Statements, Listings, or other information on the Site. You are and will be solely responsible for the information, Statements, and Listings that You post in or on any portion of the Site. We shall have the right to remove any material You post which, in our sole discretion violates, or is alleged to violate, the law or this Agreement, or which we otherwise elect, in our discretion, to remove, without notice to You.
Your access to and use of the Site is and shall be at all times on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results or outcomes from or in connection with Your access to or use of the Site. You acknowledge that the Listings and other information posted, listed, or populated on the Site consist solely of information obtained from public records and/or are set forth by Agents based on their own investigation, and that we do not post information or make any representations with respect to Listings or property information in any respect on the Site. You acknowledge that we, on behalf of ourselves, officers, directors, shareholders, employees, agents, representative, attorneys, advisors, consultants, brokers of record, members, and managers specifically disclaim any implied warranties of title, merchantability, suitability or fitness for any particular purpose, and non-infringement, with respect to the existence of and Your access to and use of the Site and any and all information contained therein. To the extent the State in which You reside does not permit the foregoing waiver of implied warranties such warranty shall remain in effect on a statutory basis only. This warranty may provide You specific legal rights and You may also have other legal rights that vary from state to state. We do not warrant that Your use of the Site or the information contained therein will at any time be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet Your requirements, that any defects in the Site will be promptly repaired, or that the Site will, at all times, remain free of viruses or other harmful components despite our efforts. We further disclaim all liability for, and no warranty is made with respect to, connectivity and availability of the Site, due in part to the nature of internet provider services and potential disruptions which occur and which are not within our control. We attempt to confirm but cannot guarantee that each User or Agent is at least the required minimum age, nor do we accept responsibility or liability for any content, communication or other use or access of the Site by persons under the age of 18 (or applicable age of majority) in violation of this Agreement. We are not responsible for any damage or loss suffered by You in connection with use of the Site, except as otherwise expressly stated in this Agreement. We are not responsible or liable in any manner for any Statements, Listings, or other information posted on the Site by any party other than us. We do not control and are not responsible for what Users and Agents post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content You may encounter on the Site. Company is not responsible for the conduct, whether online or offline, of any User or Agent. By using the Site You acknowledge that other Users and Agents may obtain personal information about You. You are solely responsible for Your interactions with other Users and Agents. We reserve the right, but have no obligation, to monitor disputes between You and other Users and Agents. Please consider what information You post on the Site or transmit through the Site prior to doing so. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users and Agents (including unauthorized users or “hackers”). Please note that You may find the Statements, acts, or omissions of other Users and Agents to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretenses. By using the Site, You agree to accept such risks and further agree that Company is not responsible in any way or to any degree for the misrepresentations, acts or omissions of users on the Site.
We reserve the right to change any aspect of the Site any time without notice to You. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company or the Site. The Site may be temporarily unavailable from time to time for maintenance or other reasons, with or without notice to You, but You agree that in no event shall the same result in any liability of Company whatsoever. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Your telecommunications systems, which may affect Your access to and use of the Site. Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or flow of information on account of technical problems or traffic congestion on the internet or through Your internet service provider, on the Site, on any web site or any combination thereof, including injury or damage to You or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site.
Limitation of Liability
You agree that in no event will Company, its officers, directors, shareholders, employees, agents, representatives, attorneys, advisors, consultants, brokers of record, members, and managers be liable to You for any incidental, consequential, direct or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by or through the Site, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Site (however arising, including any negligence), even if we or our agents or representatives know or have been advised of the possibility of such damages. We do not screen the Users using the Site in any way, but we rely on the representations and warranties of each User as set forth herein, and our selection of Agents for access to the Site is limited to our specific criteria, in our sole judgment and discretion, which may or may not be commercially reasonable. We make no warranties or guarantees as to the truth, completeness, and accuracy of any User, Agent, or Listing representations on the Site. As a result, Company will not be liable for any damages, direct, indirect, incidental and/or consequential, arising out of Your access to or use of the Site, including, without limitation, damages arising out of communicating and/or meeting with Users or Agents, or engaging in any transactions with any Users or Agents, whether or not the same occurs in connection with a Listing. Such damages include, without limitation, physical damages, bodily injury, death and/or emotional distress and discomfort, as well as any damages arising from or in connection with the duties and obligations of each Agent and such Agent’s brokerage under state and federal law and applicable codes of ethics and professional conduct. Notwithstanding anything to the contrary contained herein, You expressly acknowledge and agree that any liability of Company and its subsidiaries, officers, directors, shareholders, employees, agents, representatives, attorneys, advisors, consultants, brokers of record, members, and managers, to You or anyone claiming through You in any circumstance is limited to $100 (or the minimum otherwise prescribed by applicable law). Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to You, some or all of the above disclaimers, exclusions or limitations may not apply to You, and You may have additional rights. Company has no responsibility whatsoever for the actions or conduct of Users or Agents, and Company has no obligation to intervene in, participate, or be involved in any way in disputes that may arise between You and any other User or Agent. You hereby expressly agree to accept full responsibility for payment and performance of all Your obligations under these Terms and Conditions, as well as any additional contract or agreement required by any Agent with whom You may become acquainted with through Your access to and use of the Site. It is Your sole responsibility to take reasonable precautions in all actions and interactions with any Users or Agents at all times. Company reserves the right to screen Agents in a limited capacity, as stated above, but such screening may be limited only to those criteria Company deems relevant in its discretion, and not to any particular public or private standard, without creating any duty of care on the part of Company. You understand and accept that Company has no control over the identity, acts, or omissions of Users and Agents, and Company requests that You exercise caution and good judgment when interacting with other Users and Agents on or off the Site which is entirely at Your own risk.
Third-Party Links and Websites
You may be able to link to third-party websites, services or other internet-based resources on from the Site, and third-party websites, services or other internet-based resources may contain links to the Site (collectively, “Linked Sites”). Company is not responsible for the content, availability, advertising, products, services or other materials of any such Linked Sites, or any additional links contained therein, and our inclusion of links to the Linked Sites on the Sites does not imply that we endorse or approve of any materials contained on, or accessible through, the Linked Sites. In no event shall we be liable, directly or indirectly, to You or any other person or entity for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites.
The Site may enable You to order and receive products, information and services from third-party businesses that are not owned or operated by Company. The purchase, payment, warranty, guarantee, delivery, maintenance, and all other matters concerning the merchandise, services or information, opinion or advice ordered or received from such businesses are solely between You and such third-party businesses. Company does not endorse, warrant, or guarantee such products, information, or services. Company is not and will not be a party to any contract, agreement or understanding You make with such third-parties or in any way responsible for monitoring any transaction between You and third-party providers of such products, services, or information, or for ensuring the confidentiality of Your transactions.
Advertisements, Sponsorships, Promotions and Other Partnerships
The Site may display advertisements for the goods and services of third-party businesses. Company does not endorse or represent any such third-parties and is not and shall have no responsibility or liability in connection with the safety, suitability, fitness for any particular purpose, quality, accuracy, reliability, integrity or legality of any such advertised goods or services.
In the event that You have a dispute with one or more Users or Agents, You hereby release Company, Company’s officers, directors, shareholders, employees, agents, representatives, attorneys, advisors, consultants, brokers of record, members, and managers (collectively, the “Released Parties”) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users or Agents. Furthermore, You release the Released Parties from any responsibility for the sharing or the subsequent use of any personal or sensitive information that You disclose on the Site or to any other User or Agent, by any other User or Agent. If You are a California resident, by accessing or using the Site, You expressly waive the provisions of California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Representations, Warranties, and Covenants of Agents
By accessing or using the Site, You represent and warrant to Company that You (1) are a licensed real estate agent, broker, or professional, as applicable in Your state of licensure, (2) are in good standing with each agency, department, or bureau which oversees and/or governs the provision of real estate brokerage and related services in Your state of licensure, (3) possess or maintain adequate insurance coverage in the types and amounts required by applicable authorities, if at all, in Your state of licensure. Furthermore, by accessing or using the Site, You covenant on behalf of Yourself and Your brokerage that (a) all information posted to the Site by You or on Your behalf, including all Listings, shall be true, accurate, and complete, to the best of Your knowledge and shall not knowingly contain any misleading or untrue information, (b) any and all Listings You post to or create within the Site represent properties and opportunities which are not, at any time while posted to or listed upon the Site, listed on any local, regional, or national multiple listing services or any other public listing services, (c) You will immediately remove or inform Company and request the removal of any Listing that violates the terms of any local, regional, or national multiple listing services or any other public listing services which You or Your brokerage is a member of, or any other agreement or understanding You have with an owner of a property which is the subject of a Listing, and (d) You will never hold Yourself out to any person or entity as an agent or representative of Company for any reason or at any time, whether on or through the Site or otherwise, or permit or suffer any other person affiliated with Your brokerage to undertake the foregoing.
Your access to and use of the Site in no way creates any sort of employer/employee, independent contractor, agency, or similar relationship with Company. You will at all times remain an agent or representative of Your brokerage (as the same may change from time to time), but in no event will You be deemed or actually become an agent under Company’s brokerage license by virtue of Your access to and use of the Site.
Any Listing You post to the Site shall be in accordance with all applicable laws, codes, and regulations, without exception. You agree that Listing information is obtained by You from prospective sellers and public records, as well as other independent investigations by You and/or prospective sellers, and that Company is neither a provider of any Listing information nor responsible for the truth, accuracy, completeness, or validity thereof in any respect.
We have selected You for access to the Site as an Agent based on Your reputation and performance as a real estate professional, as we have been able to determine, based on our reasonable diligence and internal criteria. You acknowledge that admission to the Site as an Agent is a privilege and not a right of Yours or an obligation of Company to provide to You. You further acknowledge that Company reserves the right to terminate Your status as an Agent in Company’s discretion, without notice to You.
Ethics in the real estate industry are of paramount importance to Company. Be advised that we reserve the right (however, without any obligation) to investigate any complaints or any allegations of impropriety, illegal, or unethical behavior and report any such behavior to applicable governing agencies, departments, and bureaus, as well as criminal authorities. We reserve the right to permanently ban You from the Site as an Agent and otherwise as a User, in our sole discretion, in the event we discover evidence of unethical or illegal behavior committed or aided in any respect by You or any other member of Your brokerage (which ban may extend to the entire brokerage as well).
Without limiting other remedies, we may terminate Your Account, remove Your Information, warn other Users and Agents of the Site of Your actions, issue a warning, and/or refuse to provide You access to the Site if, among other things and without limitation: (i) You breach this Agreement or the documents it incorporates by reference; (ii) we are unable to verify or authenticate any information You provide to us; (iii) we believe that Your actions may cause financial loss or legal liability for us, any other User or any Agent, or subject Company or any other User or Agent to regulation by any federal, state, or local government or regulatory agency; or (iv) if we suspect that You have engaged in criminal or fraudulent activity in connection with Your access to or use of the Site.
You agree not to obtain, seek, pursue, or use any technical, financial, strategic and other proprietary and confidential information relating to Company’s business, operations and properties (“Confidential Information”) at any time or for any reason. You shall not disclose or permit disclosure of any Confidential Information to third-parties for any reason whatsoever. To the extent You obtain or discover any Confidential Information in Your possession, You agree to immediately contact Company regarding the same and thereafter take all reasonable measures to protect the secrecy of and avoid disclosure or use of such Confidential Information to prevent it from falling into the public domain. Notwithstanding the foregoing, You shall not have liability to Company with regard to wrongful or unintended disclosure of any Confidential Information which You can prove: (i) was in the public domain at the time it was disclosed by Company or has entered the public domain through no fault of Yours; (ii) was known to You, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of Company; (iv) becomes known to You, without restriction, from a source other than Company without breach of this Agreement by You and otherwise not in violation of Company’ rights; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide immediate notice of such court order or requirement to Company to enable Company to seek a protective order or otherwise prevent or restrict such disclosure to the extent permitted under applicable law.
Company is Not a Broker
By accessing or using the Site, whether or not You create an Account, access Listings, or consummate and transaction with information obtained through or from the Site, You acknowledge and agree that: (1) although Company does possess a California brokerage license and maintains a broker of record, Company is NOT a broker of real estate; (2) Company does not offer representation or act as the representative of any User or Agent on or through the Site; (3) Company does NOT directly offer, perform, or provide any real estate agency, brokerage, advisory, or other similar or related services; (4) Company is NOT an escrow company or a law firm and cannot offer any advice with respect to legal matters or tax matters; (5) all Agents granted access to the site as Agents by Company are the employees or agents of their respective brokerages and do not have any independent contractor or similar relationship with Company; and (6) Company is NOT a fiduciary of You or any other User or Agent. Additionally, You acknowledge that You are not a consumer of any direct real estate brokerage or similar services from, by, or through Company hereunder.
We may, in our discretion, provide notice to You of matters relating to the Site and Your Account via email, text, or other methods, to the addresses and numbers You provide us from time to time. If You require help with Your experience on or access to the Site, You may contact us any time by email at firstname.lastname@example.org.
This Agreement shall be governed by the laws of the State of California without regard to choice of law principles in the event of any Federal jurisdiction. If any provision of this Agreement, or portion thereof, is held to be invalid or unenforceable, such provision, or portion thereof, shall be struck and the remaining provisions of this Agreement shall remain in full force and effect. You agree that this Agreement and all incorporated agreements may be freely assigned by Company, in Company’s sole discretion, without notice to You. All headings contained herein are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any failure by us to act with respect to a breach by You or others of this Agreement does not waive our right to later act with respect to such breach or with respect to subsequent or similar breaches by You or others. All remedies available to us, pursuant to any breach of this Agreement by You, are cumulative, to the maximum extent permitted by applicable law. This Agreement sets forth the entire understanding and agreement between You and Company with respect to the subject matter hereof and may not be modified or amended except by us, as set forth herein.