Updated: January 27, 2021
The services that Ruuster Inc. and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, hereinafter “Company,” “we,” “our,” and “us”) provides to users are subject to the terms and conditions set forth herein (“Terms of Service”), which govern access to and/or use of the website, software-as-a-service platform, mobile or web applications, data analytics, management portal, content, products, services and any sites Company may have now and/or in the future including without limitation its homebuying management platform (collectively, the “Services”).
This Terms of Service applies to the following users: (i) homebuying consumers, (ii) real estate agents, and (iii) homebuying consumers that are customers of such real estate agents. Users of the Services that are homebuying consumers (whether or not they are customers of such real estate agents) shall hereinafter be referred to as “Consumers”. Users of the Services that are real estate agents shall hereinafter be referred to as “Agents”. All users of the Services, whether such users are Consumers or Agents, shall hereinafter be referred to as “users”, “you” or “your”. If you are entering into this Terms of Service on behalf of a company, organization or other legal entity, “user”, “you” or “your” shall refer to such entity. For avoidance of doubt, except as otherwise expressly set forth in this Terms of Service, provisions directed to Consumers shall apply only to Consumers; provisions directed to Agents shall apply only to Agents; and provisions directed to “users”, “you” or “your” shall apply to all users of the Services.
By accessing and/or using the Services in any manner, you signify your agreement with this Terms of Service, and are entering into a legally binding agreement with Company. Please read this Terms of Service carefully. If you do not accept this Terms of Service, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized. This Terms of Service expressly supersedes prior agreements and/or arrangements between you and Company.
PART A. GENERAL TERMS
1. PRIVACY NOTICE
You agree to Company’s privacy notice, located at https://www.ruuster.com/privacy-policy (“Privacy Notice”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Notice and this Terms of Service.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.
2. CHANGES TO TERMS
Subject to the terms and conditions set forth herein, Company may, at any time and for any reason, in its sole and absolute discretion, make changes to the Services and/or modify this Terms of Service. If Company makes changes and/or modifications that affect your access to and/or use of the Services, Company will provide a notice of such changes only by posting the updated Terms of Service on the Services and Company will change the “last updated” date listed above. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances. Your use of the Services following any changes and/or modifications will constitute your acceptance of such changes and/or modifications. If you do not agree with the changes and/or modifications, you shall not use the Services after the effective date of the changes. Please revisit this Terms of Service regularly to ensure that you stay informed of any changes.
3. DESCRIPTION OF SERVICES FOR CONSUMERS
3.1 General. Company provides a homebuying management platform to provide Consumers with the information, content, search features and/or tools needed to plan and execute portions of a home purchase. We want to help Consumers make the home buying experience a positive one. We encourage direct communication between Consumers and any third party services providers or professionals and may provide tools to enable Consumers to communicate through the Services.
3.2 Searchable Features. As part of the Services, we provide ways for Consumers to find professionals. For example, if a Consumer is looking for a lender, the Consumer can search and request rates through the Services. In such event, those third parties may contact the Consumer directly or we may direct the Consumer to continue the application or inquiries on their websites. However, we do not guarantee that Consumers will be able to match their specific needs with third party lender found through the Services, that such third parties are able or willing to complete their request or that the final terms offered will match those indicated on our Service. Consumers may also choose to schedule appointments with certain professionals through the Services. Please be aware that Company cannot guarantee that such professionals will be on time, or show up, for any booked appointments, as those professionals are not employees, contractors or agents of Company. We are compensated through our arrangements with third parties on the platform.
3.3 No Guarantees or Endorsements. Although we take certain steps to examine the credentials of the professionals (including any Agents) listed on our Service or whom Consumers may book using our Services, we make no guarantees, warranties or representations regarding the skills or undertakings of such professionals. We do not endorse or recommend the services of any particular professional on the Services. We do not independently verify their representations about their services, nor validate any reviews. It is entirely up to Consumers to evaluate their qualifications, and to enter into a direct contract or otherwise reach an agreement with them, and Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such third party websites or services.
4. SCOPE OF USE
4.1 Eligibility. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13). We do not knowingly collect or solicit information from children under the age of thirteen (13). You represent and warrant that you are at least thirteen (13) years of age, provided that if you are under eighteen (18) years of age, your use of the Services is subject to requirements of parental consent. If you are under age thirteen (13), you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person and/or entity and change its eligibility criteria at any time. If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at email@example.com you think a child has provided us personal information.
4.2 Use of Services and Availability. Use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, or objectionable. Company retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your Consumer Account (defined in Section 5 below) or Listing Account (defined in Part B) due to circumstances both within our control (e.g., routine maintenance) and outside of Company’s control, for which Company will bear no responsibility. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.
4.3 Communications from Company. By using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.
5. CREATING A CONSUMER ACCOUNT
A Consumer may establish an account through the Services. Without creating an account, a Consumer will only be able to browse Company’s website and blog, and view the products and/or Services we offer. In order to fully access and/or use the Services, and gain access to the functionality of the software and/or data we provide, a Consumer must register and create an account by selecting a login identification (“Username”) and a unique user password ("Password") (collectively, a "Consumer Account"). When setting up a Consumer Account, a Consumer is required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Service, (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined by Company in its sole and absolute discretion. If a Consumer establishes a Consumer Account with Company, Consumer agrees to provide true, accurate and current information in connection with the Consumer Account. Consumer is responsible for updating and correcting information submitted to create and/or maintain the Consumer Account. Consumer may only create and hold one (1) Consumer Account that Consumer is solely responsible for managing and is prohibited from using other disguised identities when using the Services. We may refuse to grant any Consumer an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by Company in its sole and absolute discretion. Any Username and Password used for the Services are for individual use only. Consumer is solely responsible for maintaining the security and confidentiality of the password Consumer uses to access the Consumer Account. Consumer understands and agrees that Company shall have no responsibility for any incident arising out of, or related to, Consumer’s account settings. Company will assume that anyone using the Services and/or transacting through the Consumer Account is the Consumer. Therefore, Consumer further agrees to immediately notify Company of any unauthorized use of Consumer’s Username, Password and/or Consumer Account and/or any other breach of security.
The Consumer Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If Consumer violates any of these limitations and/or this Terms of Service, we may terminate the Consumer Account immediately. Upon termination, the provisions of this Terms of Service that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate the Consumer Account, the Consumer may not subscribe under a new account unless we formally invite the Consumer. If Consumer commits fraud and/or falsifies information in connection with access and/or use of the Services, or in connection with the Consumer Account, the account will be terminated immediately and we reserve the right to: (i) hold Consumer liable for any and all damages that we suffer, (ii) pursue legal action through relevant local and national law enforcement authorities, and/or (iii) notify the Consumer’s Internet Service Provider of any fraudulent activity we associate with the Consumer and/or Consumer’s access to and/or use of the Services.
6. CONSUMER’S RESPONSIBILITIES
Company grants Consumer the rights set forth herein, subject to the following conditions:
(a) Consumer shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
(b) Consumer agrees not to submit and/or transmit any emails, User Content (defined in Section 9.3 below) or other materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
(c) Consumer may not access all or any part of the Services in order to build a product or service which competes with the Services;
(d) Consumer shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on the Services;
(e) Consumer shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to Consumer;
(f) Consumer shall not pretend to be someone else, use someone else’s identify or misrepresent Consumer’s affiliation with a person or entity;
(g) Consumer shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media;
(h) Consumer is only authorized to view, use, copy for your records and download small portions of the content on the Services for informational, non-commercial use; provided that Consumer leaves all copyright and other proprietary notices intact;
(i) Consumer is responsible for the accuracy and quality of the data and content that Consumer submits;
(j) Consumer agrees to act in accordance with all applicable laws, rules and regulations;
(k) Consumer represents that Consumer has the necessary permissions to use and authorize the use of User Content as described herein;
(l) Consumer shall not submit User Content, in any form, that is harmful, offensive, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, discriminatory, harassing, racially, ethnically, hateful, profanatory and/or otherwise objectionable;
(m) Consumer shall not imply that User Content is in any way sponsored or endorsed by Company;
(n) Consumer agrees not to intentionally hold Company and/or our employees and/or directors up to public scorn, ridicule or defamation;
(o) Consumer will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
(p) Consumer will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services and content provided on the Services, and to notify Company promptly of any such unauthorized access and/or use;
(q) Consumer shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and
(r) Consumer will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information.
Company shall not be subject to any obligations of confidentiality regarding any information or materials provided by you unless required by law. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of Company is strictly prohibited.
7. PAYMENT AND FEES
General. By setting up a User Account and using and/or accessing the Services, you agree to pay Company all fees in accordance with the chosen tier of services or otherwise stated through the Services. You are responsible for all fees, including, without limitation, taxes associated with your use of the Services. All fees shall be payable in U.S. dollars within the United States. By agreeing to this Terms ofService, you hereby give Company permission to charge the credit card, bank account, and/or other approved method of payment that you have provided to us or otherwise associated with your User Account for fees associated with your use of the Services. All fees due and payable by you to Company under this Terms of Service must be paid in full without any deduction, set-off, counterclaim or withholding of any kind, unless required by law.
Pricing. Subscriptions to the Services may begin with a free trial period during which you can try out the Services. While you may not be required to provide billing information in order to sign up for a free trial, you may provide such information at any point during the free trial. If you do so, you will not be charged until the free trial period ends. If you have not provided billing information by the time the free trial period ends, you will lose all access to the Services. The Company reserves the right to modify, cancel and/or limit a free trial period without notice at any time. You agree to pay the fees as quoted at the time of purchase, plus all applicable taxes. Any upgrade or downgrade in plan level, will result in the new rate being charged at your next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. The Company does not accept any liability for such loss. All fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes. We reserve the right to change our pricing terms at any time. If we do so, we will let you know by posting the new pricing terms on the Service or throughother communications. Changes to the pricing terms will not apply retroactively and will only apply to subscription renewals after the changed pricing terms have been communicated as described above. If you do not agree to the changed pricing terms, then you may choose to cancel the subscription to the Services. We also reserve the right to change other terms of our plans at any time, including changing the features that can be accessed through a particular plan.
Payment. Unless your subscription is canceled or terminated prior to the start of the renewal term, your subscription will automatically renew each month, quarter, or year, as applicable, and you will be billed on the same day as the date you activated. At any time, we reserve the right at our sole discretion to adjust the timing of our billing. If we change the timing of our billing, we will make adjustments to the amounts we charge you in a given cycle, as appropriate. Any such changes will be communicated to you in advance. If you do not cancel your subscription, you will be deemed to have accepted any changes to price or billing terms. If you do not agree with a price or billing change, you have the right to reject the change by terminating the Services or canceling your subscription prior to the change going into effect. Fees are nonrefundable.
Payment Account. In the event you purchase Services, you will be asked by us, or an authorized third party service provider, such as ‘Stripe’ to provide certain payment information, including without limitation, your full name, billing address, telephone number, email address, and credit card or ACH information. You authorize the Company to keep your information on file through our payment facilitator and to charge your account for outstanding charges. Any authorization you provide to make automatic payments using the Services will remain in effect until cancelled. If your information on file with us is closed or the account is changed, or if, for any reason, a charge is rejected by your card and/or bank issuer, you must update your information or supply a new account number, as appropriate, in your User Account. If you are unable to update your User Account with appropriate information, then Company will send an invoice to your email address on file detailing the amount due. You must pay the amount due in full within fifteen(15) days from the date of the invoice, or your User Account will be considered past due. You acknowledge and agree that you will be liable for all fines, chargebacks, refunds and other expenses incurred in the enforcement of any third-party provider agreements and further agree to reimburse the Company for any and all such fines, chargebacks, refunds and other expenses incurred related thereto. You authorize us to continue billing the payment method, or any other payment method you have provided, including in the event you attempt to create a new account, or reactivate the unsettled account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to suspend or terminate your account and access to our Services or any portion thereof. Company may partner with other third parties to facilitate transactions for the Services on your behalf. Should we do so, you authorize us to share your identity and account data with those third parties for the purposes of opening and supporting your User Account, and you are responsible for the accuracy and completeness of that data.
Refunds. All fees are nonrefundable unless otherwise agreed to by Company in its sole and absolute discretion. For any questions regarding payments and/or our refund policy, please contact us at firstname.lastname@example.org.
8. USE OUTSIDE DEFINED AREA
Please be aware that our Services are directed to those individuals and entities located in the United States, and are subject to United States laws, including laws governing privacy and security of your information. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Services and its content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If this applies to you, you are not authorized to access or use any of the information on the Services. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Service is written in English. To the extent any translated version of this Terms of Service conflicts with the English version, the English version controls. In the event you are using the Services outside of the United States, you agree as follows: (i) you consent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of ‘Specially Designated Nationals’ you will not engage in commercial activities on the Services (such as advertising or payments); and/or (iii) you will not use the Services if you are prohibited from receiving products, services or software originating from the United States.
9. ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE
Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, estimates, rates, costs, local customs, contact information, address, and events. We reserve the right to: (i) correct any errors, inaccuracies, and/or omissions; and/or (ii) make changes to content, descriptions, Services and/or other information without obligation to issue any notice of such changes, except as prohibited by law.
10. PROPRIETARY RIGHTS AND LICENSES
10.1 Ownership. The Services, any content and/or products on the Services and the infrastructure used to provide the Services are proprietary to Company, our affiliates, and/or other content providers. By using the Services and accepting this Terms of Service, Company grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Terms of Service and to any additional terms and policies set forth by Company. Neither this Terms of Service nor your use of the Services convey and/or grant to you any rights: (i) in or related to the Services except for as expressly set forth herein; and (ii) to use or reference in any manner Company’s names, logos, product and service names, trademarks or services marks or those of Company’s licensors, except as expressly permitted herein in connection with Agents’ creation of branded sites and/or portals.
10.2 Reservation of Rights. The materials, headers, videos, illustrations, photographs, graphics and/or any other content on the Services, as well as the organization and layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions. Subject to the limited rights expressly granted hereunder, Company and/or its third-party providers reserve all right, title and interest in and to the Services and content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
10.3 User Content. Please carefully choose the information that you post on, through and/or in connection with the Services. In the event you create an account (either a Consumer Account if you are a Consumer or a Listing Account if you are an Agent), you may provide photographs, images, advice, content, information, video, audio, sounds, descriptions, comments, reviews, responses, posts, messages, receipts, and/or any other material related to the home buying process and history (“User Content”) submitted or transmitted through the Services and/or communication facilities that may be offered on, through and/or in connection with the Services from time to time. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Service. You hereby grant Company a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for any purpose, including after termination of your account. You further hereby irrevocably grant the other users of the Services, the right to access and/or use your User Content in connection with their use of the Services in accordance with this Terms of Service. You shall not imply that User Content is in any way sponsored and/or endorsed by Company.
10.4 Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancement requests, corrections, ratings and reviews, recommendations, feature requests and/or other feedback provided by you or others relating to the Services (“Feedback”), then you will own this material; however, you grant to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback and material. Company has no obligation to review any Feedback and may use and/or redistribute Feedback for any purpose without restriction in its sole and absolute discretion.
Gathering email addresses from Company through harvesting or automated means is prohibited. Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with Company’s express written consent).
12. NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Services, you warrant to Company that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party's use and/or enjoyment of the Services. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.
13. USER SAFETY
We encourage safe communication and interaction through our Services. However, we advise you that the Services are intended to bring transparency and convenience to the life cycle of home ownership, but it is still open to the public and you should exercise your best judgment when posting or sharing your personal information on the Internet.
14. USER VERIFICATION
Company may, without liability, refuse to process and/or may cancel any services, as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Terms of Service. Company does not itself verify the information and/or the qualifications of organizations, customers, and/or other users of the Services, nor does it evaluate or control in any ongoing manner exchanges between users. Company cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user on and/or in relation to the Services. Please use caution and common sense when using the Services.
15. DATA CHARGES AND MOBILE PHONES
You are responsible for any mobile charges that you may incur for using the Services, including but not limited to data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.
16. TERM; TERMINATION
This Terms of Service will remain in full force and effect until either party requests to terminate the relationship. The rights granted by Company to use the Services is predicated upon your (a) acknowledgment and acceptance of this Terms of Service;; and (b) agreement to not share the access granted with any other person or entity. Either party will have the ability to terminate your access to/and or use of the Services at any time, for any reason, with or without cause, with or without notice, effective immediately. Upon termination, you agree to immediately discontinue use of the Services and/or related services that were promoted through the Services, and must provide a certified statement indicating compliance with this provision upon Company’s request. If you violate, or if we have grounds to suspect that you violated, this Terms of Service and/or other use parameters included on the Services, we reserve the right to suspend and/or terminate your account, and/or refuse your use of the Services (or any portion thereof) at any time. Company also reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice and without liability. In the event you fail to pay for the access granted, and/or share the access granted with any person and/or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, Company will consider you and/or the unauthorized user’s access as having been acquired by fraud and/or misrepresentation and will terminate your access and/or use of the Services immediately. In such a case, Companyretains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by the you.
17. INDEMNIFICATION AND WAIVER
You shall indemnify, defend and hold harmless Company, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature (“Claim”) arising out of and/or in the relation to (i) your violation of any law and/or the rights of a third party (ii) any breach of this Terms of Service by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of Company’s Services, (iv) use of User Content in the event of an infringement, violation, trespass, contravention and/or breach of any third party, and/or constitutes the unauthorized use and/or misappropriation of any trade secret of any third party, and/or (v) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to Company upon your receipt of notice of any Claim against you which might give rise to a claim against Company.
You acknowledge and agree that by accessing and/or using the Services, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.
18. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY COMPANY TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH COMPANY EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, COMPANY AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES, CONTENT, AND/OR MATERIALS WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CONTENT AND/OR MATERIALS WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) COMPANY WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY AND/OR THROUGH AND/OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND THE ENTIRE RISK FOR YOUR USE OF THE SERVICES.
19. LIMITATION OF LIABILITY
YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK. IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY COMPANY, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICES, RELATED SERVICES OR ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE SERVICES.
COMPANY’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).
20. LINKED SITES
You may not link to the Services without our written permission. If you are interested in linking to the Services, please contact email@example.com.
21. THIRD PARTY SERVICES
The Services may be made available and/or accessed in connection with third party services and content that Company does not control. Company may post advertisements of third parties through the Services, including without limitation promotions of advertisers, location based-ads, and/or sponsors showing their goods and services. Your correspondence, participation in, and/or any other dealings with third parties found through the Services are solely between you and such third party. Company does not endorse such third-party services and content and in no event shall Company be liable for any products and/or services of such third-party providers. You agree that Company shall not be responsible for any loss and/or damage of any sort incurred as a result of any such dealings and/or as the result of the presence of such third parties through the Services. Moreover, Company shall not be responsible and/or liable for the accuracy, quality, suitability, currency and/or content of the statements and/or conduct of any third party on the Services. You are solely responsible for the costs, expenses and infrastructure required to support your use of the Services. You acknowledge and agree that Company utilizes third party providers to provide the Services, and any terms and conditions related to such third party providers products and/or services shall govern the use of such third party providers’ products and/or services. You acknowledge and agree that Company is not liable for the performance of any third party providers’ products and/or services.
22. NO PROFESSIONAL ADVICE
The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. The Services are not a substitute for professional advice, and you should not construe this as legal, tax, accounting, financial, medical and/or other professional advice. YOU SHOULD EVALUATE ALL INFORMATION, OPINIONS AND ADVICE AVAILABLE ON THE SERVICES IN CONSULTATION WITH YOUR INSURANCE SPECIALIST, AND/OR WITH YOUR LEGAL, TAX, FINANCIAL OR OTHER ADVISOR, AS APPROPRIATE. Company does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services.
23. DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT
Company respects the intellectual property rights of others and expects you to do the same. We reserve the right to: (a) terminate your account or any other user who infringes third-party copyrights, (b) block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties, and/or (c) remove and discontinue service to repeat offenders. We will respond to clear notices of copyright infringement when you provide the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled;
(iv) Information sufficient to permit Company to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Contact information for Company’s DMCA Agent for notice of claims of copyright infringement is: Company, Inc. Attn: Copyright Agent, 222 W Merchandise Mart Plaza, Suite #1212, Chicago, IL 60654 (firstname.lastname@example.org).
The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. All other inquiries directed to the Copyright Agent will not be responded to. 24. DISPUTE RESOLUTION
24.1 Disputes. We want to address your concerns without needing a formal legal case. Before filing a claim against Company, you agree to try to resolve the dispute informally by contacting us at email@example.com within fifteen (15) days of the incident that is being reported. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or Company agree to resolve any claims related to this Terms of Service through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or your ability to opt out as described below.
24.2 Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting Company within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Service). You must write us at Ruuster Inc., Attn: Opt-Out Arbitration, 222 W Merchandise Mart Plaza, Suite #1212, Chicago, IL 60654. If you opt out, neither you nor Company can require the other to participate in an arbitration proceeding.
24.3 Arbitration Procedures. Except as regarding any action seeking equitable relief, including without limitation for the purpose of protecting any Company Confidential Information and/or intellectual property rights, or except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt-out of arbitration as described above, any and all controversies and/or claims arising out of or relating to this Terms of Service and/or the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be held in Chicago, Illinois or any other location we agree to. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes hereunder shall be treated by the parties, their representatives, and the arbitrator as proprietary business information. Such information shall not be disclosed by any party or their respective representatives without the prior written authorization of the party furnishing such information. Such information shall not be disclosed by the arbitrator without the prior written authorization of all parties. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings. Judgment upon the award returned by the arbitrator may be entered in any court having jurisdiction over the parties or their assets or application of enforcement, as the case may be. Any award by the arbitrator shall be the sole and exclusive remedy of the parties. The parties hereby waive all rights to judicial review of the arbitrator's decision and any award contained therein.
24.4 Exceptions to Agreement to Arbitrate. Notwithstanding anything herein to the contrary, either you and/or Company may assert claims, if it qualifies, in small claims court in Chicago, Illinois and Company may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of Company’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.
24.5 Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Chicago, Illinois. Both you and Company consent to the foregoing venue and jurisdiction.
25. MISCELLANEOUS If any provision(s) and/or term(s) of this Terms of Service shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term(s) and/or provision(s) shall be divisible from the other terms and conditions and shall be deemed to be deleted from it. This Terms of Service shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Service, this Terms of Service will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or Company of any breach and/or default and/or failure to exercise any right allowed under this Terms of Service is a waiver of any preceding and/or subsequent breach and/or default and/or waiver and/or forfeiture of any similar and/or future rights under this Terms of Service.
PART B. SPECIAL TERMS FOR AGENTS
1. DESCRIPTION OF SERVICES FOR AGENTS
Company enables Agents to use Company’s homebuying management platform to create a branded site for use by the Agents’ own Consumers. Agents will create a listing on the Service, and will send invitations to their Consumers to create individual Consumer Accounts. Through the Agents’ own branded portal, the Agents’ Consumers will be able to access the same information, content, search features and/or tools provided by Company directly to Consumers.
2. CREATING A LISTING ACCOUNT.
An Agent may establish its branded portal and/or site by contacting Company at firstname.lastname@example.org and Company will send the Agent a link to establish a listing account “Listing Account”. When setting up a Listing Account, an Agent is required to (i) abide by all applicable laws, rules, and regulations, as well as indicate agreement to this Terms of Service, (ii) provide contact information, (iii) submit any other form of authentication required during the enrollment process, as determined by Company in its sole and absolute discretion, and (iv) provide other requested on-boarding information requested by Company, including the Agent’s logo, picture, and other relevant information. If an Agent establishes a Listing Account with Company, Agent agrees to provide true, accurate and current information in connection with the Listing Account. Agent is responsible for updating and correcting information submitted to create and/or maintain the Listing Account. Agent may only create and hold one (1) Listing Account that such Agent is solely responsible for managing and is prohibited from using other disguised identities when using the Services. We may refuse to grant Agent an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined by Company in its sole and absolute discretion. Any Username and Password used for the Services are for individual use only. Agent is solely responsible for maintaining the security and confidentiality of the Password used to access the Listing Account. Agent understands and agrees that Company shall have no responsibility for any incident arising out of, or related to, Agent’s account settings. Company will assume that anyone using the Services and/or transacting through the Listing Account is the Agent. Therefore, Agent further agrees to immediately notify Company of any unauthorized use of the Username, Password and/or Listing Account and/or any other breach of security.
The Listing Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If Agent violates any of these limitations and/or this Terms of Service, we may terminate the Listing Account immediately. Upon termination, the provisions of this Terms of Service that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability, and indemnities) shall survive such termination. If we terminate the Listing Account, Agent may not subscribe under a new account unless we formally invite Agent. If Agent commits fraud and/or falsifies information in connection with Agent’s access and/or use of the Services, or in connection with the Listing Account, the account will be terminated immediately and we reserve the right to: (i) hold Agent liable for any and all damages that we suffer, (ii) pursue legal action through relevant local and national law enforcement authorities, and/or (iii) notify Agent’s Internet Service Provider of any fraudulent activity we associate with Agent and/or Agent’s access to and/or use of the Services.
3. AGENT’S RESPONSIBILITIES.
Company grants Agent the rights set forth herein, subject to the following conditions: Except as expressly permitted herein in connection with Agents’ creation of branded sites and/or portals, Agent shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
(a) Agent agrees not to submit and/or transmit any emails, User Content or other materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component designed to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
(b) Agent may not access all or any part of the Services in order to build a product or service which competes with the Services;
(c) Agent shall not copy, store, reproduce, duplicate, transmit or distribute a significant portion of the content on the Services, provided, however, that Agent shall control and be responsible for information regarding its own Consumers;
(d) Agent shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to you;
(e) Agent shall not pretend to be someone else, use someone else’s identify or misrepresent your affiliation with a person or entity;
(f) Agent shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media;
(g) Agent is only authorized to view, use, copy for its records and download small portions of the content on the Services for its internal use; provided that Agent leaves all copyright and other proprietary notices intact;
(h) Agent is responsible for the accuracy and quality of the data and content that you submit;
(i) Agent agrees to act in accordance with all applicable laws, rules and regulations;
(j) Agent represents that it has the necessary permissions to use and authorize the use of User Content as described herein;
(k) Agent shall not submit User Content, in any form, that is harmful, offensive, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, discriminatory, harassing, racially, ethnically, hateful, profanatory and/or otherwise objectionable;
(l) Agent shall not imply that User Content is in any way sponsored or endorsed by Company;
(m) Agent agrees not to intentionally hold Company and/or our employees and/or directors up to public scorn, ridicule or defamation;
(n) Agent will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property;
(o) Agent will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services and content provided on the Services, and to notify Company promptly of any such unauthorized access and/or use;
(p) Agent shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and
(q) Agent will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information.
Company shall not be subject to any obligations of confidentiality regarding any information or materials provided by Agent unless required by law. Except as expressly permitted herein in connection with Agent’s creation of branded sites and/or portals, the use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of Company is strictly prohibited.
Contact us: If you would like to request additional information regarding this Terms of Service or have an inquiry regarding a commercial relationship with Company, please contact us at: email@example.com.