THIS SERVICE AGREEMENT (THIS "AGREEMENT") IS BETWEEN YOU ("YOU" OR "CUSTOMER") AND RealPropRT, LLC, WITH ITS PRINCIPAL LOCATION AT 8805 RTE 415, CAMPBELL, NEW YORK 14821 (THE "COMPANY"), AND GOVERNS YOUR USE OF THE COMPANY'S SOFTWARE, DATA, MARKET INFORMATION, TRAINING MATERIALS, WEBSITES, AND ANY OTHER SUPPORT WHICH THE COMPANY PROVIDES OR MAY FROM TIME TO TIME PROVIDE (COLLECTIVELY, THE "SERVICES").
THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
BY SUBSCRIBING TO ONE OR MORE SERVICES FROM THE COMPANY, OR OTHERWISE ACCESSING OR USING THE WEBSITE (AS DEFINED BELOW), A SERVICE OR INFORMATION OBTAINED THROUGH THE WEBSITE OR A SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.
THE PROVISIONS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY THE COMPANY WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN ITS SOLE DISCRETION.
Description of Services. The Company provides data, information and workflow tools for use by professional real estate investors to help them identify, buy, and sell investment properties. The Company also provides training and customer support on using said data, information and workflow tools.
Customers can access Services through the Company's website (the "Website") at
Customers will have access only to those Services for which they have a valid, paid subscription. The Company may choose not to accept any orders or requests for Services in its sole discretion.
Service Term. Unless earlier terminated, the term of your Service (the "Service Term") will begin on the date on which your subscriber account is created and will continue on a month-to-month, quarter-to-quarter, or year-to-year basis depending on the price package selected at the time of your initial purchase (each such period, as applicable, a "Purchase Term"). Your Service will remain in effect so long as you remain in compliance with all terms of this Agreement and the Company receives payment of your Service Fee (as defined below) before the start of each monthly term for month-to-month subscribers, each quarterly term for quarter-to-quarter subscribers, or each annual term for year-to-year subscribers.
In most cases, the Service Term will automatically renew for an additional Purchase Term of the same duration at the end of the current Purchase Term, unless notice of termination is received by the Company before the last business day of the current Purchase Term in accordance with Paragraph 6.1 below. However, the Company does offer certain one-time Services that do not automatically renew at the end of the applicable term. Please carefully read the description of the Company's products and services on the Website as well as your order confirmation for more information.
The Company reserves the right to terminate your Service (and the corresponding exclusive territory assigned at the commencement of the service) in the event any Service Fee payment is not received in a timely manner, in the event the account information you provide is inaccurate or not current, or if you otherwise fail to comply with any term of this Agreement.
This Agreement, including any amendments and modifications that may be adopted by the Company, will remain in effect for the duration of the Service Term.
Service Fee; Billing. In exchange for providing access to the Service, the Company will require you to pay a service fee ("Service Fee") before the start of each Purchase Term. The amount of the Service Fee will be established by the Company on the date on which your subscriber account is created and will be displayed at the time that payment is requested. The Company reserves the right to change the amount of the Service Fee and will deliver to you notice of any such change at least 30 days prior to the change becoming effective.
Once paid, the Service Fee for a particular Purchase Term is non-refundable. Payment of the Service Fee will be processed by the Company via credit card or electronic funds transfer. You are responsible for providing any and all credit card account or bank account information necessary for payment processing. You agree that the Company may bill any active credit card on file in order to process your payment(s) in the event that your primary card is declined and/or your account is past due. You represent and warrant that (i) the credit card information you supply to the Company is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase of the Service(s), (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. In the event of any "chargeback" from your credit card company, your account will be automatically treated as past due in the amount of such chargeback and you will be responsible for prompt payment of such amount. You agree to indemnify and hold the Company harmless for all losses, costs and fees that the Company may suffer in connection with "chargebacks" from your credit card company.
Interruption of Service. The Company will strive to make the Service available without interruption. However, given the technical nature of the Service, temporary interruptions in the Service may occur. In the event of an interruption, the Company will work diligently to restore the Service and to remedy any defects which are found to have contributed to the interruption, provided such defects are within the Company's control.
The Company shall have no liability to you or any other subscriber for interruptions of the Service. Furthermore, such interruptions will not suspend or eliminate your obligation to pay the Service Fee. In the event the Service is interrupted, the Company shall not be obligated to refund any portion of your Service Fee or extend the term of your Service.
Trial Promotions and New Customer Promotions. The Company may from time to time, in its discretion, offer one or more of its Services to new Customers at no charge or at substantial discount to regular pricing ("Trial Offers"). The Service Term of a Trial Offer shall be as specified in the applicable Trial Offer. The preferred terms of the Trial Offers do not automatically renew and may not be available at the end of the applicable promotional period. By signing up for a Trial Offer and providing payment information, Customer agrees the Service will automatically renew on a month-to-month basis at the then-current standard rate upon completion of the Trial Offer Service Term, unless and until the Service is cancelled in accordance with this Agreement. Upon notification of the Customer's desire to cancel, automatic renewal of the Service shall cease and the Customer's subscription to the Service shall terminate upon completion of the Purchase Term in which the cancellation notice was received. No refund will be provided for the remainder of the current Purchase Term. Cancellation notice of one Trial Offer or Service applies only to that Trial Offer or Service and does not apply to any other active Trial Offer or Service that a customer may have.
The Company may, at its sole discretion, prohibit a Customer from participating in a Trial Offer for a Service (i) which the Customer has at any time in the past purchased or (ii) for which the Customer has previously participated in a Trial Offer. The Company may use any means it deems appropriate to determine Customer eligibility to participate in a Trial Offer, including but not limited to Customer name, address, phone number, email address, IP address, or payment information. Customers denied eligibility to participate in a Trial Offer shall not be entitled to any recourse except for the refund of any fees paid, if any, for the denied Trial Offer.
Termination by Customer. In the event you wish to terminate your Service, you must notify the Company directly by calling the Company's customer service line at (607) 936-2200 during regularly scheduled customer support hours. The termination of your Service shall be effective as of the close of the Purchase Term in which your notice is received by the Company. The Company will not refund the Service Fee assessed for the Purchase Term in which a termination notice is received. The Company will confirm the termination of your Service via email or telephone to the contact information you provide for your account. The Company is not responsible for, nor can the Company guarantee, the success of email deliverability.
Termination by Company. Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement or the Services at any time, with or without cause and with or without notice. No refunds or partial refunds will be due upon termination.
Survival. Provisions of this Agreement which by their nature should apply beyond the term hereof will remain in force after any termination or expiration of this Agreement, including but not limited to the following provisions: Section 7(b) (Restrictions on Third-Party Use), Section 12 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial) and this Section 6(c).
Restrictions and Responsibilities.
Limitations on Customer Use. Any information obtained through the Services, whether about properties or persons or entities, shall be used by you exclusively for the purpose of facilitating your real estate transactions. Use of such information for any other purpose is strictly prohibited.
Limitations on Third-Party Use. You shall not disclose, copy, share, publish, sell, transfer, loan, assign, or otherwise make available to any third person or entity any information obtained through the Service, except for the specific purpose of facilitating your personal real estate investments or the real estate investments of a business entity for which you are a member. You shall (i) use your best efforts to safeguard all such information from the unauthorized use, access or disclosure to any third person or entity using at least the degree of care you use to protect your own similarly sensitive information and in no event less than a reasonable degree of care and (ii) notify the Company in writing immediately of any unauthorized disclosure or use of such information and cooperate with the Company to protect the confidentiality and ownership of all rights therein. Any violation of the foregoing restrictions shall be grounds for the termination of your Service and prohibit you from purchasing any Services from the Company in the future. Customer acknowledges and agrees that a breach or threatened breach by it of any of its obligations under this Section 7(b) would cause the Company irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the Company will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
No Guarantee of Data Accuracy or Availability. Some data and information provided by the Services has been compiled from public records and third-party sources and the Company has not and will not verify, and does not guarantee and assumes no responsibility for, its accuracy or completeness. Moreover, Customer acknowledges that there is no guarantee that data and information available upon the start of your Service Term will remain available or of similar quality throughout the Service Term, and as such the provision of any data or information may be interrupted or discontinued by Company at any time without notice and without liability to the Customer.
Ownership of Property; Limitations on Reproduction. Notwithstanding anything herein to the contrary, all right, title and interest in and to all materials utilized and maintained by the Company in connection with the Services, including but not limited to any and all program code, training materials, sample letters and copy, lead generation tools, website designs, and intellectual property rights related thereto, are and will remain the sole property of the Company and shall not be copied, reproduced, or reused for any purpose without the prior written consent of the Company. This Agreement does not convey to you, and you do not and will not have or acquire by virtue of the Services, any rights of ownership in or related to the Services or the materials utilized and maintained by the Company in connection with the Services or any intellectual property rights related thereto.
Compliance with Laws. Your use of any Service and all related information obtained through any Service shall comply will all applicable federal, state, and local laws, statutes, rules, regulations, and ordinances ("Laws"). Customer acknowledges that the Services can be used to gather information about specific individuals and is both aware of and will abide by Laws governing the use of said information, including but not limited those related to data privacy and the Fair Credit Reporting Act.
No Agency. No agency, employment, partnership, or joint venture is created as a result of this Agreement or your use of the Service, and you do not have any authority to bind the Company in any respect whatsoever.
Account Security. You are responsible for maintaining the confidentiality of your account username and password. At no time shall you provide access to your account to third persons or entities for the purpose of sharing leads or for any other purpose. You shall promptly notify a Website administrator designated by the Company of any unauthorized use of your account username or password or any other breach of security. The Company reserves the right to track for security purposes the IP addresses from which your account is accessed. The Company reserves the right to suspend access to your account if, in its sole discretion, it believes your account has been compromised or is being used in a manner that violates this Agreement.
Use of Customer Information. The Company reserves the right to use Customer contact information to contact the Customer, to market other Company products and services, and to market the products and services of third party providers with which the Company has business relationships. If you no longer wish to receive certain marketing materials via email, you may unsubscribe from such communications by following the instructions contained in the applicable email.
The Company will not sell Customer information or otherwise make Customer information available to third-parties not affiliated with the Company.
Limitation of Liability; Indemnification. IN NO EVENT SHALL THE COMPANY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CLAIMS, DEMANDS, LOSSES, DAMAGES, INJURIES, COSTS, OR EXPENSES (INCLUDING ATTORNEYS' FEES AND OTHER LEGAL EXPENSES) CAUSED IN WHOLE OR IN PART OR DIRECTLY OR INDIRECTLY BY (I) YOUR USE OF THE SERVICES OR ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR (II) YOUR USE OF THE TRAINING MATERIALS OR ANY ADVICE, GUIDANCE OR RECOMMENDATIONS PROVIDED BY THE COMPANY, INCLUDING BUT NOT LIMITED TO LEADS, NOR SHALL THE COMPANY UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, DIRECT OR INDIRECT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL OF THE AMOUNTS PAID BY CUSTOMER TO THE COMPANY FOR THE SERVICES TO WHICH SUCH CLAIM RELATES.
YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS STOCKHOLDERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, INJURIES, COSTS, OR EXPENSES (INCLUDING ATTORNEYS' FEES AND OTHER LEGAL EXPENSES) WHICH ARISE, DIRECTLY OR INDIRECTLY, FROM YOUR USE OR MISUSE OF THE SERVICES, ANY INFORMATION OBTAINED THROUGH THE SERVICES OR ANY MATERIALS OR ADVICE, GUIDANCE OR RECOMMENDATIONS PROVIDED BY THE COMPANY, OR FROM YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT OR ANY LAWS.
Disclaimer of Warranties. ALL INFORMATION DELIVERED TO YOU THROUGH THE SERVICES IS PROVIDED STRICTLY ON AN "AS IS" BASIS. THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, AND NO INFORMATION, ADVICE, GUIDANCE OR RECOMMENDATION, INCLUDING BUT NOT LIMITED TO LEADS, WHETHER ORAL OR WRITTEN, GIVEN BY THE COMPANY OR ANY OF ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY. THE COMPANY IS NOT RESPONSIBLE FOR AND DOES NOT GUARANTEE, ASSURE OR WARRANT THE ACCURACY, COMPREHENSIVENESS OR COMPLETENESS OF ANY DATA OR OTHER INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES OF ANY NATURE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, THE COMPANY MAKES NO GUARANTEE, ASSURANCE, OR WARRANTY CONCERNING THE QUANTITY OF DATA ENTRIES, SUCH AS PROPERTIES, LEADS, SELLERS OR BUYERS, DELIVERED TO YOU AS A RESULT OF THE SERVICES.
USE OF AND RELIANCE UPON THE SERVICE AND THE INFORMATION DELIVERED TO YOU THROUGH THE SERVICE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK.
Assignability. This Agreement may be assigned by the Company to any other person or entity. The Agreement may be assigned by the Customer only with written consent of the Company. Any purported assignment in violation of this Agreement shall be null and void. This Agreement is binding on the permitted successors, legal representatives, and assigns of the parties.
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law provisions therein. Any action or proceeding or any other dispute arising under or relating to this Agreement shall be litigated exclusively in the Supreme Court of the State of New York, County of Steuben, or in the United States District Court for the Western District of New York. Customer knowingly, voluntarily and intentionally waives any right to trial by jury that Customer may have in any action or proceeding, in law or in equity, in connection with this Agreement or the transactions related hereto.
Entire Agreement; Amendment. This Agreement, together with any accompanying quotation, confirmation of sale or invoice, contains the entire understanding between you and the Company and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of this Agreement.
The Company reserves the right to add to, delete, or change any of the terms of this Agreement at any time without prior notice to you. A summary of any such amendments or modifications, or an updated version of this Agreement incorporating such amendments or modifications, will be posted on the Website and will be effective immediately upon posting. Customer's continued use of the Services after a posted change to this Agreement will constitute its acceptance of and agreement to such change.
No Waiver. No failure by the Company to enforce the strict performance of any provision of this Agreement will constitute a waiver by the Company of any right to subsequently enforce such provision or any other provisions of this Agreement. The waiver of any right or provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of the Company.
Severability. If any provision of this Agreement is invalid, illegal, void or unenforceable, then that provision will be deemed severed from this Agreement and will not affect the validity or enforceability of the remaining provisions of this Agreement.
To Customer. We may provide any notice to you under this Agreement by: (i) sending a message to the email address you provide for your account or (ii) by posting to the Website. Notices sent by email will be effective when sent and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
To Company. To give notice to the Company under this Agreement, Customers must contact the Company as follows: (i) by phone at 607-527-6097 (ii) by facsimile transmission to (888) 611-8828 or (iii) by personal delivery, overnight carrier or registered or certified mail to RealPropRT, LLC at 8805 Route 415, Campbell, NY 14821. The Company may update the phone number, facsimile number, or address for notices by posting a notice on the Website. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight carrier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
Contact Information. If you have questions or concerns regarding this Agreement or any aspect of the Services, including Website access, please contact the Company via telephone at (607) 527-6097, or via e-mail at email@example.com.