Last Updated: February 15, 2019
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
ACCEPTANCE OF THESE TERMS
PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS.
All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity.
ADDITIONAL TERMS AND POLICIES
Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies
. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.
"Collective Content" means User Content and Realty Sage Content together.
"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.
"Customer Member" means a Member who is registered to receive quotes for Pro Services, requests quotes for Pro Services, or otherwise uses the Platform to receive, pay for, review, or facilitate the receipt of Pro Services.
“Site User” means a person who has not completed a Realty Sage's account registration process.
"Customer Member" or “Member” means a person who completes Realty Sage's account registration process or a person who submits a request through Realty Sage or Realty
“Pro Member” or “Pro” is a licensed real estate agent who has the Agent Profile Option and is participating in the RealtySagePros.com agent-customer lead matching services.
“Customer Leads” are persons who participate in the realtysagepros.com matching services, seeking real estate agents for their buying/renting or selling/leasing needs. Customer Leads must agree that they are not in any legally binding contracts with real estate professionals in order to participate.
“Service Areas” are the areas which the Platform allows for users to participate on the Platform.
“MLS Service Areas” areas in which the Platform has an MLS licensing agreement.
“Pro Member Service Areas” are the Pro Member locations chosen by, or automatically designated based on their real estate services, in their profile. These Service Areas will be used to match Pro Members to Customer Leads’ real estate services on the realtysagepros.com website.
"Platform" means all Viva Green LLC affiliated websites including but not limited to www.realtysage.com, www.vivagreenhomes.com and www.realtysagepros.com, as well as mobile or other applications, software, processes and any other services provided by or through Realty Sage.
"Realty Sage Content" means all Content Realty Sage makes available on or through the Platform, including any Content licensed from a third party, but excluding User Content.
"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Pro Member, Customer Member or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, and payments made through the Platform, but excluding Realty Sage Content.
“Accepting a (customer) lead” occurs once the agent has made their payment to RealtySage or RealtySagePros to gain the customer lead’s contact information.
OUR SERVICES: REALTY SAGE & REALTY SAGE PROS
Our Services include:
1. Real estate search and listing services on realtysage.com and vivagreenhomes.com.
2. Marketing through our Platforms or other distributions directly owned and facilitated by Viva Green LLC or our partners.
3. Marketing of referred and partner products and services.
4. Marketing services for Pro Members through our Realty Sage Pros platform.
5. Enhanced listings and profiles using 3rd party, public and our proprietary data.
Realty Sage Pros is not in the business of providing professional services. Pro Members understand and agree that by creating and maintaining an account on the Platform, they receive only the ability to use the Realty Sage Pros (RS Pros) Platform to access persons interested in receiving real estate services, including but not limited to the ability to email or contact Customer Members and or schedule appointments. Pro Members understand and agree that using the Platform does not guarantee that any Realty Sage Site Users or Customer Members will engage them or are obligated in any way to commit to real estate services.
PRO MEMBER PARTICIPATION REQUIREMENTS FOR REALTYSAGEPROS.COM
Pro Members must be actively licensed real estate agents able to perform real estate transactions in their Pro Member Service Areas.
While it is completely free for licensed real estate agents to create an Agent Pros profile, in order to accept the customer lead, Pro Members must be able to make payment via PayPal or major credit cards accepted on PayPal on a pay-per-lead basis.
Pro Members understand and agree that they are customers of Realty Sage, and are not Realty Sage employees, joint venturers, partners, or agents. RS does not control, and has no right to control, the real estate services a Pro Member provides (including how the Pro Member provides such services) if the Pro Member is engaged by a Customer Member, except as specifically noted herein.
REALTY SAGE PROS GUARANTEE & LEAD RETURN POLICY
Realty Sage wants to provide a quality experience for our customers and the agents on the Pro Search Platform. Our Guarantee is that if after a Pro Member has accepted a customer lead, and finds that the match is not a good fit or you are having issues contacting the customer or for any other reason, Pro Members have:
1. 7 days to return the lead from the time you made payment until 12pm EST.
2. Can return up to 3 leads within a 12 month period.
Realty Sage will credit your RS/RS Pros account with the amount you paid for the lead. You can use this credit for any of the RS Pros or marketing services on RealtySage.com or RealtySagePros.com.
If a Pro Member returns a lead, then You Agree to:
- NOT work with the customer/ client within 1 year of accepting the lead, whichever is most recent.
- NOT refer a returned or current RS Pro customer lead to another agent or broker for a period of 1 year from the date you accept the customer lead unless otherwise specified, documented, and agreed upon by you and RS Pros.
If the Pro Member violates our Return Lead Policy, You agree to pay the following fees including but not limited to:
a. The agent the lead generation fee and;
b. A fee of $5,000 and;
c. Any applicable legal fees, which Realty Sage may incur during the legal process.
The RS Pro customer lead return policy is to ensure that agents have access to quality leads and to protect the integrity of the lead generation process for everyone. If you have questions or need to discuss your situation specifically, please feel free to Contact Us at email@example.com
Realty Sage, as permitted by applicable laws, may obtain reports based on publicly available information regarding Pro Members, which may include their professional experience and credentials, their history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Pro Member’s account based on the results of such a check. As a Pro Member, you agree and authorize us to use your personal information, such as your full name and date of birth and publicly available work experience to obtain such reports from Realty Sage’s vendors.
None of Our Third-Party Marketed Services Is an Offer or Promise to Sell:
Nothing contained in the Services is an offer or promise to sell a specific product or service or transaction for a specific price or that any advertiser or partner will sell any product or service for any purpose or price or on any specific terms. None of our Customer Members or Site Users are obligated to transact with any third party services or providers.
Some of our links are associated affiliate links, meaning at no cost to the user, the Platform will earn a commission if a user clicks through and makes a purchase.
ACCOUNT REGISTRATION AND OTHER SUBMISSIONS
Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). You may also register for an Account using your existing Facebook or, Google+ account log-in credentials (your "Third-Party Site Password").
Realty Sage, as permitted by applicable laws, obtains reports based on publicly available information regarding real estate transactions, property information, real estate advertising and real estate professional experience, such as, but not limited to, credentials.
· You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for your information.
· By using the Realty Sage site, you agree that we may create or edit your user account with publicly available information.
· You are solely responsible for safeguarding your Realty Sage password and, if applicable, your Third-Party Site Password.
· You are solely responsible for all activity that occurs on your Account, and you will notify Realty Sage immediately of any unauthorized use. Realty Sage is not liable for any losses by any party caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Realty Sage or others due to such unauthorized use.
· Your Content May Be Made Public: You understand and agree that any User Content that you post or submit to the Platform may be redistributed through the Internet and other media channels, and may be viewed by the general public. See User Content
· By using our Services and providing us with your email address, you agree that we can send you emails about our Services. You can unsubscribe from these emails by updating communication preferences in your account profile or contacting us with “unsubscribe” in the subject line.
While realtysage.com works to protect the security of your content and account, we cannot guarantee that unauthorized third parties will not be able to circumvent our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
You are also responsible for maintaining the confidentiality of your account information and for ensuring that only authorized individuals have access to your account. You are responsible for all actions taken or content added through your account.
By creating an account or visiting the site you agree that you are utilizing the site in good faith, and that you mean to use it only for the intended purposes as real estate information, products and services site and for no other reasons.
YOUR LICENSE TO USE THE PLATFORM
Subject to your compliance with these Terms, Realty Sage grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Realty Sage or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to Realty Sage a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Pro Services, or for any other purpose in our sole discretion, except that private messaging through the Platform will not be used by Realty Sage in public advertising. In the interest of clarity, the license granted to Realty Sage shall survive termination of the Platform or your Account. Realty Sage does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.
You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Realty Sage the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Realty Sage's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that Realty Sage may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.
Realty Sage reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.
· Type of data
· When the data is collected
· If a user account is created, how and why it’s created.
· Information sharing- with whom and when.
· Opt-out capabilities
· Account deleting
As a user of the Platform, you may not:
· Use another person's Account, misrepresent yourself or Services offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Platform;
· Use any automated system including but not limited to robots, spiders, offline readers, scrapers to access the Platform for any purpose without Realty Sage's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Realty Sage reserves the right to revoke these exceptions either generally or in specific cases);
· In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Content including but not limited to, use on a mirrored, competitive, or third-party site;
· Transmit more request messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
· Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm Realty Sage or users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates Fee (defined herein) structure, billing, or Fees owed;
· A User may not use the Platform in any manner that circumvents your obligation to pay Realty Sage or use credits for access to services provided by the Platform;
· Collect, harvest or publish any personally identifiable data including but not limited to names or other account information, from the Platform, or use the communication systems provided by the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
· Recruit, solicit, or contact in any form Members or Users for employment or any other use not specifically intended by the Platform;
· Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
· Violate any key Realty Sage policies that govern your use of the Platform and our interactions with you and third parties;
· Advertise or solicit a Service not related to or appropriate for the Platform including, but not limited to any (a) are not in supported categories or provides only products; (b) provides directories or referrals; (c) offers rental space; (d) promotes events (such as a party or professional convention); (e) competes with the business of Realty Sage; (f) is based outside the United States; (g) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (h) provides non-local or non-relevant content.
· Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-Realty Sage mobile applications and/or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on Realty Sage, (b) offers to purchase a Service or any other service outside of Realty Sage’s services and affiliated services and products, or (c) using a profile page or user name to promote services not offered on or through the Platform;
· Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;
· Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by Realty Sage;
· Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
· Attempt to indirectly undertake any of the foregoing.
REALTY SAGE FEES AND TAXES
In connection with use of Realty Sage's Platform, Realty Sage charges certain Fees for Services or Products ("Realty Sage Fees" or "Fees"). Fees for additional products or services, including ongoing products or services, will be provided to you before you use such products or services.
Realty Sage may also charge penalty Fees for fraud, misconduct or other violations of these Terms, as determined in our sole discretion.
You agree to pay these Fees. Information about current penalty Fees is available in the policy or support center. You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges shall be made to your credit card, PayPal or other payment method designated at the time you make a purchase or register for a service. If you do not pay on time or if Realty Sage cannot charge a credit card, PayPal or other payment method for any reason, Realty Sage reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. Such communication may be made by Realty Sage or by anyone on its behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any Account, you agree that Realty Sage may charge such unpaid Fees to your credit card or otherwise bill you for such unpaid Fees. You understand and agree that you are solely responsible for determining your own tax reporting and sales tax collection requirements in consultation with tax advisers, and that we cannot and do not offer specific tax advice to either Pro Member, Pro Members or Customer Members. All sales on Realty Sage are final and non-refundable, except as otherwise specified herein.
Marketplace payment processing services are provided by PayPal and, where applicable, may include money transmission services pursuant to licenses held by PayPal. Payment processing services provided by PayPal are subject to the PayPal account agreement, which may be modified by PayPal from time to time. As a condition of Realty Sage enabling payment processing services through PayPal, you agree to provide Realty Sage accurate and complete information about you and your business, and you authorize Realty Sage to share with PayPal this information and transaction information related to your use of the payment processing services provided by PayPal.
If any User does not make a their payment on time or if Realty Sage cannot charge a credit card, PayPal or other payment method for any reason, Realty Sage reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or payments due will be made by electronic mail or by phone. Such communication may be made by Realty Sage or by anyone on its behalf, including but not limited to a third-party collection agent. If you have a balance due on any Account, you agree that Realty Sage may charge such unpaid payments to your credit card or otherwise bill you for such unpaid payments.
All cancellation and refund requests will be subject to Realty Sage’s review and absolute discretion. We will normally process your valid written request within thirty (30) days of receiving it, unless a shorter period is required by law. You may request a cancellation or refund by contacting us with your request. If you cancel your Account at any time, you will not receive any refund.
Adding additional funds to your account or refunds will create an account balance. That account balance can be used by you to purchase certain services on Realty Sage, including but not limited to marketing and realtysagepros.com. You can check your Realty Sage Account Balance, Payment History, Add More Funds by logging into your account, selecting “Account Options” and “Payments.” You agree that all sales are final and account balances are non-refundable. If a returned Customer Lead was purchased by PayPal or an account balance, and later returned, we will refund the cost of the lead back to your account balance.
DISPUTES BETWEEN OR AMONG USERS
Realty Sage values our site users and Pros and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute initiated by either a Pro Member or a Customer Member cannot be resolved independently, you agree, at Realty Sage's request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation, or arbitration process conducted by Realty Sage or a neutral third-party mediator or arbitrator selected by Realty Sage. Notwithstanding the foregoing, you acknowledge and agree that Realty Sage is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.
INTELLECTUAL PROPERTY RIGHTS and LICENSES
The Sage Score: The Sage Score cannot be used outside of RealtySage.com without citing RealtySage.com as the source. Owners, agents, and site managers have the right to add or remove the listings features, which may adjust the Sage Score. The Sage Score was developed by and solely owned by VivaGreen LLC.
Periodically there will be changes made to the algorithm for the Sage Score or any of Realty Sage’s platform features to help improve their accuracy and to include new technology, features, or fields. This may result in a change to a listing’s Sage score as well as any future listings that are added to the site.
COPYRIGHT & TRADEMARK POLICY
We expect users to respect copyright and trademark law. In appropriate circumstances we will terminate the Account of any user who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright and trademark holders.
Our Materials Are Protected: Realty Sage content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions.
All materials on the Platform and its Services, including our branding, trade dress, trade names, logos, design, text, search results, graphics, images, pictures, page headers, custom graphics, icons, scripts, sound files and other files, and the selection and arrangement and compilation of information thereof (collectively "Materials"), are proprietary property of VivaGreen LLC. Our Materials cannot be copied, imitated, or used, in whole or in part, without our prior written permission. You may not use any meta tags or any other "hidden text" utilizing "Realty Sage,” “Realty Sage Pros,” or any other name, trademark, or product name of VivaGreen LLC without our permission.
VivaGreen LLC Does Not Own Real Estate or Profile Source Images: VivaGreen LLC does not assert copyright or grant any rights to the underlying images or descriptions of real estate listings that may be contained in our search results and that we derive from the source Web site or information provided by the Web site owner. VivaGreen LLC uses these images and excerpted descriptions only as necessary to generate search results as navigational tools to direct you to the originating Web site. Any use of the source images or descriptions is subject to the copyright owner's permission and/or the requirements of applicable law. VivaGreen LLC does assert copyright and reserves all right to the search results and associated compilations.
THIRD PARTY LINKS, SITES AND SERVICES DO NOT IMPLY ENDORSEMENT
Our Site and Services may contain links to third-party Web sites, advertisements, services, special offers, or other events, activities, or content (collectively “Third-Party Materials”). All other trademarks, registered trademarks, product names, and logos appearing on our Site and Services are the property of their respective owners. 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 by us.
Any reference on the Platform to a user or Pro Member being licensed or credentialed in some manner, or "badged (or similar language) designations indicates only that the user has completed a relevant account process, or information gathered from affiliation with Realty Sage platform listings, or another standard, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Realty Sage and is not verification of their identity and whether they or their Pro Services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise responsibility, due diligence and care when deciding whether to have any interaction with any other user or Pro Member. VivaGreen LLC is not responsible for any damage or harm resulting from your interactions with other users.
By sending us any feedback, comments, questions, or suggestions concerning Realty Sage or our services, including the Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Realty Sage and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Account or the Platform.
The Collective Content may contain links to third-party websites, offers, or other events/activities not owned or controlled by Realty Sage. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.
By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from Realty Sage with respect to such actions or omissions.
SANCTIONS FOR VIOLATIONS OF THESE TERMS
Without limiting any other rights reserved herein, Realty Sage may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Realty Sage, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.
ACCOUNT SUSPENSION OR TERMINATION
We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your Realty Sage Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Realty Sage support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or Pro Services cancelled or delayed as a result of Account termination. You may cancel your use of the Platform and/or terminate your Account at any time by following the "Settings" link in in your profile, clicking "Account," and clicking "Deactivate Account." Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews.
ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and Realty Sage agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with Realty Sage as follows:
Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Realty Sage's support department at Contact Us. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Realty Sage support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Realty Sage will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, Realty Sage will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in the Commonwealth of Virginia, United States of America, and you and Realty Sage agree to submit to the personal jurisdiction of any federal or state court in Arlington, Virginia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND REALTY SAGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Realty Sage) written notice of your decision to opt out to firstname.lastname@example.org with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Realty Sage also will not be bound by them.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.
Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Platform.
The Terms and the relationship between you and Realty Sage shall be governed in all respects by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Realty Sage that is not subject to arbitration must be resolved in the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the County of Arlington, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the federal courts of the United States or the courts of the Commonwealth of Virginia in each case located in the County of Arlington, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.
YOUR USE OF THE PLATFORM, PRO SERVICES, OR COLLECTIVE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT REALTY SAGE DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO PRO MEMBERS AND CUSTOMER MEMBERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, REALTY SAGE AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE PRO SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. REALTY SAGE MAKES NO WARRANTY THAT THE PLATFORM OR PRO SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. REALTY SAGE ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. REALTY SAGE SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REALTY SAGE OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER MEMBERS, PRO MEMBERS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT REALTY SAGE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. REALTY SAGE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PRO SERVICES. REALTY SAGE EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF REALTY SAGE OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER REALTY SAGE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REALTY SAGE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, PRO SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF REALTY SAGE AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, PRO SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY PRO SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO REALTY SAGE BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.
THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF VIRGINIA.
INDEMNIFICATION AND RELEASE
You agree to release, defend, indemnify, and hold Realty Sage and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Platform or your violation of these Terms; (b) your User Content or the Collective Content; (c) your interaction with any Member or user; and (d) the request or receipt or offer or provision of Pro Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Pro Services.
Notwithstanding the foregoing paragraph, if you are a resident of Virginia you only agree to release, defend, indemnify, and hold Realty Sage and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.
If you are a California resident, you waive California Civil Code Section 1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Force Majeure: Other than payment obligations, neither Realty Sage nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
Contacting You and E-SIGN Consent: You agree that Realty Sage may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, Realty Sage or Pro Members may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Realty Sage or Pro Members, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to email@example.com "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to firstname.lastname@example.org contact information and the address for delivery.
Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Realty Sage's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Pro Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of Virginia.
Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.
Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to email@example.com, or by writing to Realty Sage, Inc., 1301 South Fern Street, P.O. Box #2891, Arlington, VA 22202.