RealtyTech, Inc. (“RealtyTech “) provides as the exclusive distributor of RealtyTech.com® Products and Services, to the Purchaser (referred to as “Client”, “You” or “Your” and variations thereof), through servers that RealtyTech, Inc. and its subsidiaries own or control, marketing products and services such as Template and Custom Websites, IDX MLS Search Systems,Computer Programming, Domain Names, Email Accounts, Hosting Services, Internet Marketing, Press Releases, and any Third Part Products, etc. (Collectively or individually these products and services are referred to as the “Product,” as applicable). The following “Terms and Conditions” between RealtyTech Inc. and You shall apply to all Products. These Terms and Conditions, together with the attached order form (“Order Form”) constitute and are hereinafter referred to as the “Agreement.”For each Product, the procedure for the Product shall be as follows: (a) You shall or RealtyTech (for additional fees) shall be authorized by You to customize the selected Product by incorporating Your Content (such customized Product shall hereinafter be referred to as “Your Product”). RealtyTech reserves the right to omit Your Content in whole or in part if RealtyTech, in its sole discretion, finds any part of it to be in violation of the terms of Section 2.2 or inappropriate. You acknowledge that RealtyTech may, from time to time update its Technical Standards and Procedures which are published at //realtytech.com and agree to Periodically review the Technical Standards and procedures to ensure compliance therewith. Furthermore RealtyTech reserves the right to alter or change the Products at any time without notice.; (b) Finally, RealtyTech shall, where applicable, produce the number of units and selection of Your Product that you specified on the Order Form; and (c) RealtyTech has the right to incorporate links to the RealtyTech Site from Your Product.
2.1. Your Obligations. (a)You grant RealtyTech and its affiliates a non-exclusive right to use, copy, reproduce, modify, distribute, and integrate and combine with information provided by RealtyTech and third parties Your Content into Your Product (collectively,the “License”). (c) You acknowledge and agree that you have retained a copy of Your Content and you hereby release RealtyTech and any third parties involved in the creation or delivery of Your Product from any and all liability for loss of, or damage to, the copy of Your Content that you provide to RealtyTech hereunder. You understand that Your provision of Your Content is not made in confidence and shall not be held in confidence by RealtyTech. (d) You agree that RealtyTech may contact You to inform You of other products and that RealtyTech may work with third parties to market information or products that may be of interest to You. Licensed Code: The Client’s web site includes code elements created for the Client based on “tool boxes” of techniques and pre-developed code that are the property of RealtyTech. This software technology is licensed to the Client for a fee and is limited to installation and usage by the Client only on one site of connected documents on one server specified by the Company. Such code may not be distributed, reverse-engineered, modified or re-licensed without the express written consent of Company. The Code and Website created by RealtyTech for the Client must remain hosted by the Company for the life of the Website.
2.2. Your Representations and Warranties. You represent and warrant that: (a) Your Content is true, complete, and accurate; (b) You are a licensed real estate or mortgage professional in your state, if you are involved in the marketing or buying or selling of real estate for another party. (c) You warrant Your Content contains no (i) nudity, pornography, or other sexual materials; (ii) material that violates local, state or national laws; (iii) material that violates or infringes in any way upon the rights of others, including, without limitation, copyrights, trademark rights, photo rights, or any other third party intellectual property, contractor, privacy or publicity rights; (iv) material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (v) content promoting or encouraging a race, contest, game, or pyramid scheme requiring payment of a fee by participants; (vi) vile content(vii) hate propaganda or fraudulent material or activity; or (viii) the confidential information or trade secret or confidential information or trade secret of a third party; (d) Your Content is in compliance with the Technical Standards and Procedures published by RealtyTech and does not otherwise interfere with the function or performance of the Site. (e) You will comply with all local, state and federal laws and regulations governing Your actions under this Agreement and as a licensed real estate or mortgage professional; and (f) To the extent that You purchase or register an Internet domain name, You hereby represent and warrant that (i) the statements that You make herein are complete and accurate; (ii) the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (iii) You are not registering the domain name for an unlawful purpose; and (iv) You will not knowingly use the domain name in violation of any applicable laws or regulations. It is Your responsibility to determine whether Your domain name registration infringes or violates someone else’s rights. Internet Domain names registered for You are Your property and you assume all liability associated with such Internet domain name. (g) You have power and authority to enter into this Agreement and to perform Your obligations hereunder, including but not limited to rights to grant the License to Your Content. (h) You acknowledge that RealtyTech, Inc., and the other affiliates of RealtyTech are third party Beneficiaries to this Agreement.
3. No Warranty. THE PRODUCT IS PROVIDED “AS IS.” REALTYTECH ON ITS OWN BEHALF AND ON BEHALF OF ANY THIRD PARTIES, INCLUDING WITHOUT LIMITATION TO THIRD PARTY BENEFICIARIES DOES AS FOLLOWS: (i) MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PRODUCT, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (ii) , DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE due to Programming, Internet availability,hosting, Act of God, or any other reason possible; (iii), DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS DERIVED FROM THE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, LEAD GENERATION, INCREASE IN BUSINESS OR OTHERWISE; (iv) WILL ACCEPT NO RETURNS OR EXCHANGE THE PRODUCT; and (v) SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT PRODUCT OR SERVICES WIILL FUNCTION OR ARE COMPATIBLE WITH SUCH COMPUTER HARDWARE OR SOFTWARE AS YOU OR OTHERS MAY USE THE PRODUCTS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY COMPUTER HARDWARE OR SOFTWARE YOU USE IS COMPATIBLE WITH AND/OR FUNCTIONS WITH THE PRODUCTS.
4. If you separately entered into an Agreement with RealtyTech or an affiliates thereof, RealtyTech hereby grants to you a limited, revocable right to link to the RealtyTech Site from Your Product during the term of your Agreement as follows: Any and all links you create to the RealtyTech Site (“Authorized Links”) must be configured according to RealtyTech technical specifications then in effect for linking to this site, including any requirements relating to textual or graphical content and coding of such links and the execution of a license by You and RealtyTech. RealtyTech grants you a non-exclusive, royalty-free, revocable right to use the graphic images and text described in this Section and other such images for which RealtyTech grants express permission, solely for the purpose of establishing the Authorized Links. RealtyTech reserves all of its rights in the graphic images and text, any other images, its trade name and trademarks, and related intellectual property rights. When creating links or references to any of RealtyTech’s web sites or services, You will at all times comply with RealtyTech’s Trademark Usage Guidelines. These guidelines may be updated from time to time by RealtyTech and can be obtained by contacting RealtyTech. RealtyTech may revoke Your license and right to create Authorized Links at any time by sending You written notice. RealtyTech Inc. reserves the rights to add it’s logo to any product or third party product at any time both before and after this agreement and the Products are created, it offers to You. RealtyTech also reserves the right to link from your Product to any RealtyTech corporate website or third party website as they see fit. RealtyTech Inc. will not remove any links from Product at the request of You.
5. Payment: Per signed RealtyTech Order form and/or Additional products agreements between You and RealtyTech including this Agreement.
6.1 In exchange for the services and rights granted to you in this Agreement, You agree to pay RealtyTech Sales the agreed annual fees for the Product that You ordered, as specified on the Order Form at the time of Your order. If You choose monthly billing of the annual fees, such orders will be billed including the Set-up Fees (as agreed), and first month installment up-front and every 30 days thereafter. All payments are final and non-refundable.
6.2 Default Clause: “In the event I(You, the Client), defaults for nonpayment of any monies due RealtyTech under this contract, we hereby understand that we (the undersigned) will be held legally responsible for all costs of collection including but not limited to applicable collection agency or attorney fees, court costs, interest and legal expenses as allowed by law.
7. Indemnity and Liability. 7.1 You agree to indemnify, defend and hold harmless RealtyTech, its affiliates, third party beneficiaries under this Agreement, and their respective employees, facilities, contractors and directors from all liability, damages, losses, costs or expenses (including, but not limited to, reasonable attorney’s fees and expenses) incurred in connection with any claim related to (i) a breach by You of a term, condition, representation, or covenant in this Agreement, or (ii) Your Content(including but not limited to warranty claims, consumer protection claims, and false or misleading advertising claims arising from materials included therein). 7.2 IN NO EVENT SHALL REALTYTECH SALES OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUD- ING LOST PROFITS, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO TORT, INCLUDING NEGLIGENCE, AND NOTWITHSTANDING ANY FAILURE OF ES- SENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL REALTYTECH’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT RECEIVED BY REALTYTECH FROM YOU UNDER THIS AGREEMENT.
8. Proprietary Rights. As between the parties hereto, RealtyTech Sales exclusively owns all right, title and interest in and to the Product in perpetuity throughout the Universe. Notwithstanding anything to the contrary contained in this Agreement, in consideration and upon RealtyTech’s receipt of the payment set forth on the Order Form, the Product is licensed (not sold) to You by RealtyTech on behalf of itself and its affiliates. RealtyTech does not transfer title to the Product to You; this license shall not be considered a “sale” of the Product. RealtyTech retains full and complete title to the Product and all intellectual and industrial property rights therein. This non-exclusive license gives You the right to use and display the units of the Product that are licensed to You hereunder. You may not re-sell, decompile, reverse engineer, disassemble or otherwise reduce the Product to a human perceivable form. Except as provided for in this license, you may not copy, modify, network, rent, lease, sublicense, or otherwise distribute the Product; nor can you create derivative works or any other works that are based upon or derived from the Product in whole or in part. All rights in and to the Product not expressly granted to you in this Agreement are reserved by RealtyTech. This Agreement shall be governed by and construed under the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. All actions arising out of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts within Los Angeles County, California, United States of America, and the parties agree and submit to the exclusive jurisdiction and venue of these courts. In the event of litigation between the parties, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to other relief. Except as provided herein, no modification of this Agreement shall be binding unless in writing and signed by You and an employee of RealtyTech of the Vice President level or above. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. No party shall be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond the party’s reasonable control, including without limitation, acts of God, any governmental body or failure of software or equipment of third parties. All rights and remedies hereunder are cumulative. This Agreement and any exhibits attached hereto constitute the entire agreement between You and RealtyTech.
9. General. By signing the RealtyTech Order Form, you are agreeing to the Products Terms and Conditions herein.
10. Termination of Service. This Agreement may be terminated by RealtyTech Sales at any time in the event that You violate any term of this Agreement or for any other reason not prohibited by law. All agreements are for duration of two year unless agreed upon in writing before the beginning of service or delivery of Product. All agreements will automatically renew for one additional month unless You notify us at least two (2)calendar month in advance of your request to cancel service at the end of the current service year. YOU ACKNOWLEDGE THAT IN THE EVENT YOU CHOOSE TO PAY REALTYTECH USING AN AVAILABLE MONTHLY INSTALLMENT PLAN, EARLY CANCELLATION WILL RESULT IN A CANCELLATION FEE EQUIVALENT TO SEVENTY FIVE PERCENT (75%) OF THE AMOUNT THAT WOULD BE DUE FOR THE REMAINING TERM OF THE AGREEMENT FOR THE PRODUCT OR SERVICES PROVIDED UNDER THIS AGREEMENTWHICH YOU AGREE SHALL BE AUTOMATICALLY CHARGED TO YOUR CREDIT CARD OR DUE FOR PAYMENT IMMEDIATELY.