Terms & Conditions

INSIDE REAL ESTATE TERMS AND CONDITIONS

1. ACCEPTANCE OF TERMS

1.1 Inside Real Estate (“IRE”) provides its services (“Package”) as defined on the Order Form to the person or entity and its users (“Customer”) identified on the order form (“Order Form”) subject to these terms and conditions (“T&Cs”).

1.2 By signing the Order Form or by accessing the Package, Customer represents and acknowledges Customer has read, understood, and agrees (a) to be bound by these Terms, and the provisions of the Order Form, (b) that the information Customer provides is accurate, complete, and is within Customer’s right to use. If Customer enters into these T&Cs on behalf of a company or another legal entity, signer represents that they have the authority to bind such entity and its affiliates to these T&Cs.

1.3 Customer acknowledges that these T&Cs constitute a contract between Customer and IRE, are incorporated into the Order Form, and that these T&Cs govern Customer use of the Package and supersede any other agreements between Customer and IRE.

2. PURCHASED PACKAGE

IRE shall make available to Customer during the Subscription Term, as defined in Section 6.1, the purchased Package as specified on the Order Form and pursuant to this Agreement.

IRE shall use commercially reasonable efforts to make the Package available 24 hours a day, 7 days a week, except for: (a) planned downtime, (b) any unavailability caused by circumstances beyond IRE’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, listings feed outages or failures, Internet service provider failures or delays, or denial of service attacks. IRE’s obligations shall be limited to providing the3Package only in accordance with applicable laws and government regulations. Customer acknowledges that the Package may be subject to other limitations, such as: (i) limits on disk storage space, (ii) the number of calls IRE’s customers are permitted to make against IRE’s application programming interface, and (iii) limitations imposed by third party service providers enabling the Customer to provide public websites with limited page views.

3. OBLIGATIONS & RIGHTS SURROUNDING CUSTOMER DATA

3.1. Protection of Data: IRE shall maintain commercially reasonable levels of administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of data, content and media supplied by Customer for inclusion in the Package (“Customer Data”).

3.2. Customer Data Rights: Subject to the limited rights granted by Customer hereunder, IRE acquires no right, title or interest from Customer or Customer licensors under this Agreement in or to Customer Data, including any intellectual property rights therein. Customer grants right to use non-Customer specific aggregated data for use by IRE to create business and best practice metrics. Further, IRE does not claim copyright to Customer Data, and IRE shall not be held liable for Customer Data on the website or any uses made of Customer Data. For more details on IRE’s DMCA policy please visit our website page at: www.irego.wpengine.com/dmca-policy/.

Customer represents and warrants to IRE that Customer has all necessary rights, permissions, licenses and other authority to use the Customer Data as anticipated under this Agreement. Customer shall indemnify and hold harmless IRE and its owners, officers, managers, members, employees, agents and contractors from and against any damages, claims, injury, costs and expenses, including, without limitation, attorney fees and court costs, arising out of the use of Customer Data as anticipated under this Agreement. IRE reserves the right to suspend or remove Customer’s website or portions thereof if IRE determines, in its reasonable discretion, that (i) significant doubt exists as to Customer’s right to use any portion of Customer Data, (ii) any Customer Data is offensive, immoral, obscene, illegal, or likely to incite or encourage illegal or dangerous acts, or (iii) any Customer Data may harm IRE’s reputation or hinder its ability to provide its services to other customers.

3.3. Return of Customer Data. Upon written request by Customer made within thirty (30) days after the date of termination of the Subscription Term and payment in full of all outstanding fees, IRE shall make available to Customer for download a file of Customer Data that is IRE has defined at the time as exportable. Exportable Customer Date may include some or all agent, contact and lender information; front end website style design settings and files which the Customer has paid for through a Custom Design & Layout Work; images owned by Customer. Additionally, Customer may be able to receive or download periodic backups of some or all of the Customer Data throughout the Term of Agreement based on a request to the IRE support team, no more often than quarterly. IRE shall have no obligation to maintain or provide any Customer Data and may delete Customer Data after the afore-mentioned 30 day period.

4. FEES AND PAYMENT FOR PACKAGES

4.1 Payment: Customer is responsible for all payments and fees as specified in the Order Form, including Setup Fees, Subscription Fees, Post Order Fees and MLS Fees (collectively, “Fees”) as described herein.

(i) Setup Fee. Setup Fees, as indicated on the Order Form, include but are not limited to the amounts specified for initial setup of the Package. Setup Fee shall be due and billed on the Start Date.

(ii) Subscription Fees. Subscription Fees, as indicated on the Order Form, include but are not limited to the amounts specified for use of the Package during the Term of the Agreement as defined in Section 7.1. Subscription Fees will be due and automatically billed monthly commencing on the Subscription Start Date and continuing each month through the Term of the Agreement.

(iii) Post Order Fees. Post Order Fees include all Fees added to the Package and agreed to by the Customer in writing or via email after the date of signing of the Order Form. Post Order Fees shall be due and billed at the time IRE receives Customer’s request to add related services to Customer’s Package.

(iv) Multiple Listing Service Fees (“MLS”). MLS Fees include charges both direct and indirect associated with connecting Customer websites with required MLS data feeds. MLS Fees will be due and billed as incurred by IRE.

4.2. Billing Method. Customer will provide IRE with valid and updated credit card or ACH information (“Billing Method”) throughout the Subscription Term. By providing the Billing Method to IRE, Customer authorizes IRE to charge such Billing Method for all Setup Fees and Subscription Fees under the Package.

4.3. Payment Obligations. Payment obligations are non-cancelable and fees paid are non-refundable. Customer agrees that, due to the nature of the Package services, all Fees are due under this Agreement regardless of Customer’s use of the Package. IRE reserves the right to suspend Package and remove any website from viewing on the Internet if any payment from Customer is not made when due. In cases where collection proves necessary, Customer agrees to pay all fees (including all attorney’s fees and court costs) incurred throughout the process. All payments must be made in U.S. dollars.

4.4. Taxes: Unless otherwise stated, IRE’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Package hereunder. If IRE has the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be charged to Customer’s credit card, unless Customer provides IRE with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. PROPRIETARY RIGHTS

5.1. Reservation of Rights in Package: Subject to the limited rights expressly granted hereunder, IRE reserves all rights, title and interest in and to the Package, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

Copyright to the finished website design, other design-based elements, and special functionality produced by IRE are owned by IRE or used by IRE by permission. Once payment under this agreement, including any additional charges incurred, has been received, Customer will be assigned rights to use the Package subject to the T&Cs of this Agreement. Rights to photos, graphics, source code, work-up files, and computer programs specifically are not transferred to Customer, and remain the property of their respective owners. In cases where customers pay for customized cascading style sheets (“CSS”), both Customer and IRE will have rights to future use of those CSS files and hereby grant each other reciprocal, royalty-free, worldwide, irrevocable, perpetual licenses for such use. IRE, its licensors, employees and subcontractors retain the ownership, copyright, and distribution rights to themes, templates, designs and any other products or derivatives of such work; and retain the right to display graphics and other web design elements as examples of their work in their respective portfolios. Notwithstanding anything to the contrary contained herein, any use by Customer granted in this Agreement of intellectual property described in this Section 4.1 shall be deemed to be used under a license (or sublicense, as the case may be) hereby granted by IRE subject to the payments required herein and to IRE’s right to terminate such license by terminating the Subscription Term as allowed hereunder.

5.2. Restrictions: Customer shall not personally, or allow others to access the Package to, (a) create derivative works based on the Package except as authorized herein, (b) copy, frame or mirror any part or content of the Package, other than copying or framing on Customer’s own intranets for internal business purposes, (c) reverse engineer the Package, (d) facilitate or allow mass communications such as email or text message ‘blasts’ to contacts that are have not expressly opted-in to such communications, (e) use any part of the Package in ways that can be considered an abuse of the package or (f) access, or allow access to, the Package in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Package.

5.3. Suggestions: IRE shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Package and its design and functionalities, whether for Customer use or for any other uses, any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Package.

5.4. Electronic Commerce Laws: Customer is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Package or any other services contemplated herein, and will hold harmless, protect, and defend IRE and its employees or contractors from any claim, suit, penalty, tax, fine, or tariff arising from the Customer’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED HEREIN, IRE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL IRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER DURING THE PREVIOUS 12 MONTHS. THE FOREGOING SHALL NOT LIMIT CUSTOMER PAYMENT OBLIGATIONS UNDER SECTION 3 (FEES AND PAYMENT FOR PACKAGE). IN NO EVENT SHALL IRE HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT IRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. TERM AND TERMINATION

7.1 Term of Agreement: The Term of Agreement shall commence on the Start Date and continue from the Subscription Start Date for a period of time equal to the Initial Subscription Period, as specified on the Order Form, together with any Renewal Periods(s) as specified below. The Agreement will automatically renew at the end of the Initial Period for additional 12-month Renewal Periods unless Customer provides a written cancellation notice to IRE at least thirty (30) days prior to the end of the Initial or Renewal Periods.

7.2. Termination: This Agreement may be terminated within the initial or renewal term: (a) by either party if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (b) by IRE immediately upon Customer’s failure to make any payment required under this Agreement, or (c) in the event of an uncured material breach, which material breach must be documented as such to the breaching party with a 60-day notice that the breach is material; if the noted breach goes uncured for 60 days from date of notice, then such applicable party may then terminate immediately upon written notice to the other party.

7.3. Payment upon Termination: Upon termination by IRE under Section 7.2, Customer shall pay any unpaid fees covering the remainder of the Term of the Agreement for all Packages. In no event shall any termination by IRE pursuant to Section 7.2 above relieve Customer of the obligation to pay any fees payable to IRE hereunder for the full Term of the Agreement.

7.4. Surviving Provisions. Sections 2, 3, 4, 5, 6, 7, and 8 shall survive any termination or expiration of this Agreement.

7.5. Notices. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (a) personal delivery, (b) the second business day after mailing, or (c) the first business day after sending by email.

8. GENERAL PROVISIONS

8.1. General. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, brokerage, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of IRE. IRE reserves the right to assign its rights and delegate its duties under this Agreement in its sole discretion. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective heirs, successors and assigns.

8.2. Entire Agreement. This Agreement, including all exhibits and addenda hereto, the Order Form and any Subscription Services Guide, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such Order Form shall prevail provided such conflicting Order Form has been signed or accepted by IRE. IRE may evidence its acceptance of an Order Form either by countersigning and returning a copy to Customer or by beginning to provide the services requested thereunder and charging Customer as described therein. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Each party agrees that this Agreement shall be governed by and construed under the laws of the State of Utah without regard to such state’s choice or conflicts of law rules. The parties further agree to the exclusive jurisdiction of the applicable courts located in Salt Lake County, Utah. In any action to enforce or interpret this Agreement, the substantially prevailing party shall be entitled to recover its attorney fees and court costs in addition to any other remedy to which it is entitled, whether such fees and costs are incurred in mediation, arbitration, litigation or on appeal.