The following terms and conditions ("Terms and Conditions"), govern your access to and use of the web based residential real estate tools and services offered by SQFTx, Inc., a Delaware corporation (the "Company", "we", "our" or "us"), including any content, functionality and services offered on or through www.sqftx.com and the Company's mobile application(s), whether branded as "SQFTx" or otherwise (collectively, the "Platform").
The Company may amend these Terms and Conditions at any time. Please carefully read this document and our other policies. We may announce if any "big" changes are made here, but so long as you've used the Platform after the change, regardless of any separate notice, you agree to the current posted version of these Terms and Conditions. By continuing to use or access the Platform you agree that any posted amendments are immediately effective unless otherwise stated in these Terms and Conditions or applicable law. These Terms and Conditions may not be otherwise amended except as authorized by the Chief Executive Officer of the Company.
The Platform is a marketplace that allows licensed real estate brokers/agents ("Agents" generally, or "Listing Agents" or "Buyer's Agents", specifically, as the case may be) and their designated clients ("Clients", or "Sellers" or "Buyers" as applicable) as well other unrepresented individuals ("Visitors", and with "Agents" and "Clients", collectively referred to herein as "Users") to search and discover residential real estate in certain geographic locations within the United States. Features of the Platform include the ability for Agents and their Seller Clients to upload descriptions, pricing, terms and images of residential real properties for sale (such process shall hereinafter be referred to as "List" or a "Listing") or, alternatively and when applicable, the ability for Listing Agents to "claim" a Listing that has been pulled onto the Platform from public sources by the Company. Additionally, the Platform permits Agents and their Clients to: (i) schedule showings, (ii) submit and respond to questions about a Listing; (iii) schedule and respond to showing requests; (iv) make offers and counter-offers to purchase or sell a Listed property; and (v) generate and execute certain contracts and other documentation concerning the purchase and sale of a Listed property. Certain information is provided via the Platform while other information may be provided by other off-Platform means.
The Company provides a venue for Sellers and Buyers to interact directly and through their designated Agents using the Platform. The Company is not responsible for the content of communications, negotiations or transactions among Users whether accomplished through the Platform or otherwise. Specifically, without in any way limiting any other provision of these Terms and Conditions, the Company does not control, make representations, warrant, or guarantee the accuracy, completeness or legality of any information posted on the Platform or communicated between and among Users of the Platform or communicated by any other means including without limitation, e-mail. The Company does not control, warrant, make representations or guarantee that any User is who he or she claims to be or is not acting upon false pretenses.
All Users of the Platform acknowledge that the Company is not a licensed real estate brokerage and is not providing any real estate services to anyone as a Broker, agent, legal counsel or representative whatsoever. An agent-client relationship shall only exist between either: (i) you, as a Client, and the Agent specifically named in either a Listing or Buyer's agreement to which you and he/she/they are parties; or (ii) you, as an Agent, and your Client(s), whether he/she/it is a property Seller or a Buyer. Any purchase/sale transaction that occurs directly or indirectly through use of the Platform is directly between the Client and his/her/its Agent. The Company does not own or sell the properties Listed on the Platform. The Company is not a lender, mortgage broker, loan originator, loan processor, underwriter or title company.
Further, the Company does not:
The Company is completely independent from you. You and the Company agree that no any agency, partnership, joint venture, employee-employer, franchisee-franchisor or other type of relationship has been formed by your use of the Platform and no such relationship is intended or created by these Terms and Conditions.
If you are an individual that is not currently represented by a designated Agent, you may browse Listings on the Platform for free as a visitor ("Visitor") but may not interact with Sellers or Buyers or their respective Agents through the Platform. As a visitor you may, but are not required to, register on the Platform.
If you are a potential Buyer who is interested in scheduling showings, asking questions and/or making offers on Listed properties, you will need to be associated with a designated Agent. In such a case, you will be required to register on the Platform and designate your Agent, which shall include creating a user name and password to access your account and either selecting your Agent from a list or entering their name and e-mail address. There is never a fee for a Buyer to register and use the Platform and designate their Agent.
If you are a Buyer's Agent who is interested in scheduling showings, asking questions and/or making offers on Listed properties on behalf of your Buyers, you will be required to register on the Platform and designate your Buyer(s), which shall include creating a user name and password to access your account and entering each of your Buyer's name and e-mail address. There is never a fee for a Buyer's Agent to register and use the Platform on behalf of their Buyers. Should a Buyer's Agent also wish to claim or create Listings on behalf of their Seller Clients, they will need to become a "Subscriber", as set forth below.
If you are a Seller who has been associated with a Listing on the Platform by your Listing Agent, you may use the Platform for free. Alternatively, you may start your Listing on the Platform and invite your Listing Agent to become a Subscriber and become associated with your Listing. Upon doing so, your Listing will become an "Active Listing" on the Platform that will be viewable by potential Buyers and Buyer's Agents. Should your Listing Agent not become a Subscriber, the Listing you started on the Platform may be removed by the Company in its sole discretion. By being associated with a Listing, you will be able to respond to Buyer questions, showing requests and offers real time, as well as other features that the Company may offer in the future. To use the Platform, you will need to register on the Platform using your name, password and other pertinent information. As long as your Listing Agent's Subscription remains current and your Listing is an "Active Listing", you will be able to continue using the Platform to List and potentially sell your property.
If you are a Listing Agent who desires to use the Platform to List your Seller Clients' properties, respond to showing requests and Buyer and Buyer's Agent questions, respond to Buyer offers, and provide certain contracts and other documentation in connection with the Listing and sale of your Seller Clients' properties through the Platform, you must first become a "Subscriber" by purchasing a "Subscription", as such terms are defined below. In order to become a Subscriber, you must register on the Platform, which requires you to provide complete and accurate personal and business related information as well as payment information, as set forth below. In connection with your registration, you will be required to create a user name and password to access your account.
You will also be asked to identify by name, e-mail address and other pertinent information, for each of your Seller Clients associated with a Listing that you have either claimed or created. In order for your Seller Clients to use the Platform, they must register on the Platform using their own names and passwords (they will not be required to purchase a separate Subscription and may access the Platform's services and tools as long as your Subscription remains current and they are designated as your Client with an "Active Listing", on the Platform).
Each Listing Agent who wishes to use the Platform to List their Seller Client's property and use the Platform's features will need to create an account and agree to pay the applicable monthly recurring subscription fee ("Subscription") that is set forth on the Payment Page or in an Order Form, as applicable, thereby becoming a "Subscriber". Your Subscription, including your user name and password, is for your use only and must not be shared with other Agents, real estate teams, offices or other Users. Your paid Subscription includes an unlimited number of Listings on the Platform.
The Company’s Subscription plans are subject to change at any time and for any reason and we reserve the right to modify the features, benefits, limitations and rates of any Subscription plan at any time. Changes to the Subscription that you have purchased shall only be made upon thirty (30) days prior notice sent to the e-mail address that was used by you when registering for such Subscription. As a Subscriber, you are responsible for paying all applicable taxes in connection with your Subscription. Unless otherwise agreed by us in writing, the Subscription terms are month-to-month. Should you have any payment issues, please contact us at firstname.lastname@example.org.
If you sign up for a free trial promotion or other sign up incentives, when and if offered, you are responsible for account cancellation prior to the end of your free trial or incentive offer period, as applicable. Failure to cancel on time will result in charges as stated on the Payment Page and no credits will be issued. Please note that free trial and other incentive offers are limited to one-time usage per Listing Agent, meaning that if you have previously taken part in a free trial offer or other incentive, you may not receive the free trial or same incentive again, even if you have transferred to a different brokerage.
When registering to become a Subscriber, you must provide your exact billing address and telephone number to properly process your sign up and charge your designated form of payment for your monthly Subscription. To complete the sign up process you must submit an accompanying payment authorization. We accept Visa, MasterCard and American Express as well as PayPal as forms of payment. There is no surcharge for using your credit card or PayPal to pay your Subscription. You must keep your credit card info that is on file with the Company up to date at all times. If your credit card expires or otherwise declines payment your access to the Platform will be suspended. If your account is suspended for non-payment, you can remit payment to reinstate your Subscription by following the link provided in the e-mail the Company will send you or by contacting: email@example.com. Monthly recurring Subscription payments shall be charged to your credit card on the date in which you register for a Subscription and on the same day of each subsequent month going forward unless and until cancelled or terminated pursuant to these Terms and Conditions. You are responsible for timely payment of your Subscription, including collection and legal fees the Company may incur in collecting a balance owed by you. Your Subscription cannot be assigned or transferred. You agree to be responsible for all Subscriptions incurred on your account by anyone you allow to use your account in violation of these Terms and Conditions including, but not limited to, your professional colleagues, Clients, family or friends.
In the future, the Company may offer you to use your customized real estate forms and/or license a white label version of the Platform. Should we offer such services, you will be required to agree to certain additional charges, terms and conditions that shall be set forth on an Order Form that shall be executed by us and you.
You may cancel your Subscription at anytime before the start of the next billing cycle by emailing: firstname.lastname@example.org or sending correspondence to our Notice address, below. Subscriptions are pre-paid and days of a monthly billing cycle not used will not be credited back to your payment method. Setup Fees are considered earned when paid by you and are not refundable. If you cancel your Subscription, the Company will remove your Listings from the Platform within three (3) business days.
We may suspend, restrict or terminate your Subscription as well as your access and use of the Platform as a User at any time in accordance with these Terms and Conditions (even if you've paid a monthly Subscription or Setup Fee) without warning for any violation of these Terms and Conditions, without explanation and without liability and can even take legal action if needed. For example, it is our policy to terminate the accounts of Users who infringe the intellectual property rights of others or if they commit illegal acts using the Platform—although we may, in our discretion, instead deny, restrict or suspend access to all or any part of the Platform or suspend, restrict or terminate an account when something similar occurs. It is up to the Company whether to suspend, restrict or terminate your use for violation of these prohibitions or similar activities.
In the event that we terminate your Subscription, no portion of your paid or pending Subscription payments are refundable by the Company but we will refund any portion of the Setup Fee not yet earned by the Company pursuant to the applicable Order Form. You will remain liable for any outstanding Subscription payments, Setup Fee or other monetary obligations incurred pursuant to these Terms and Conditions or an Order Form, as applicable, before cancellation of your Subscription. If the Company cancels your Subscription, your Listings will be removed from the Platform within three (3) business days.
As a Subscriber, you retain all your rights in and to any Listings you create or claim on the Platform on behalf of your Seller Clients. This means that you own all the Listings you create or claim and are responsible for the accuracy and completeness of your Listings. We may but are not required to moderate Listings. However, we are not responsible for what you have created or claimed and we are under no obligation to modify or remove any inappropriate, incomplete or inaccurate Listings. We have provided some tools on the Platform, such as editing tools and links to "flag as inappropriate," so you can let us know if you find any Listing inappropriate or offensive.
The Company has the right to place advertising, promotions, notifications or identifiers, banners and watermarks on or near your Listings on the Platform, and how and what are up to us.
You are solely responsible for your interactions with other Users of the Platform. Nonetheless, Company reserves the right, but is not obligated, to intervene for the benefit of the Platform when deemed appropriate in Company's sole discretion.
Our Platform is hosted in the US. There may be more or fewer protections for you in your country than here.
Software available in connection with the Platform and services and tools offered through the Platform ("Software") is further subject to United States export controls. No Software may be downloaded from the Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
By using the Platform, you represent, warrant and agree that:
In addition to the representations and warranties made by you above, by using the Platform as an Agent or a Client, you represent, warrant and agree that:
In addition to the representations and warranties made by you above, as a Subscriber, you also represent, warrant and agree that:
We are not responsible for advertisements or applications or services that are posted on or through the Platform. The Company may display URLs or icons on the Platform that allow users to visit other websites via links, including, without limitation, sites operated by other real estate and lending professionals. Any content, representations or warranties made on such other websites are the sole responsibility of the operator of the site, and the Company assumes no liability, obligation, or responsibility for such content, representations, or warranties. Some third party sites that you may visit through these links assess separate charges for the content, goods or services that they provide. Costs, taxes or other charges you incur when visiting these sites are your sole responsibility.
You agree to indemnify and hold the Company and its successors, representatives, principals, officers, employees, servants, agents, administrators, attorneys, affiliated corporations, subsidiaries, assigns, and licensees harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Platform, including without limitation intended, if you are a Subscriber, your representation of and/or any other interaction by and between you and a third party in any capacity, any violation of these Terms and Conditions or any other Company policy or any infringement of any intellectual property or other right of any person, by you or any other person using your user name and password.
Even if you close your account or the Company terminates your Subscription, you will still be responsible for indemnifying the Company for breaches that took place while you used the Platform. Obligations you owed to the Company and other Users of the Platform, which by their nature are intended to survive closing or termination, will survive.
In addition to other disclaimers set forth elsewhere in these Terms and Conditions, the Company hereby makes and you acknowledge your understanding of the following statements:
THE COMPANY IS PROVIDING THE PLATFORM AND THE SERVICES AND TOOLS CONTAINED THEREIN ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. THE COMPANY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS. THE COMPANY'S TOTAL LIABILITY TO YOU OR ANY OTHER THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF SUBSCRIPTION FEES YOU PAID TO THE COMPANY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.
These Terms and Conditions are governed by, and interpreted in keeping with, the laws of the State of Colorado, regardless of any conflict of law provisions.
YOU AND THE COMPANY SHALL MAKE A GOOD FAITH EFFORT TO RESOLVE ANY BREACH OF THESE TERMS AND CONDITIONS, OR ANY OTHER DISPUTE ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, THROUGH MEDIATION CONDUCTED WITHIN THIRTY (30) DAYS FOLLOWING FIRST ASSERTION OF THE BREACH OR DISPUTE. IF EIGHT (8) HOURS OF SUCH MEDIATION DOES NOT FULLY RESOLVE THE BREACH OR DISPUTE, OR IF THE PARTIES DO NOT CONDUCT SUCH MEDIATION, THE BREACH OR DISPUTE SHALL BE RESOLVED IN THE CITY OF DENVER, COLORADO BY BINDING ARBITRATION UNDER THE ADMINISTRATION AND RULES OF JAMS (HTTP://WWW.JAMSADR.COM). NOTWITHSTANDING THE FOREGOING MEDIATION AND ARBITRATION PROVISIONS, THE COMPANY NEVER SHALL BE PRECLUDED OR DELAYED FROM SEEKING AND OBTAINING TEMPORARY, PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF AGAINST INFRINGEMENT OR OTHER VIOLATION OF ITS CLAIMED INTELLECTUAL PROPERTY RIGHTS, OR OTHER RELIEF THAT IT DEEMS REASONABLY NECESSARY TO DEFEND OR ENFORCE ITS RIGHTS OR THESE TERMS, IN ANY COURT(S) OF COMPETENT JURISDICTION.
If the contemplated purpose of any provision of these Terms and Conditions are held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the other portions of these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
The Company's failure to act with respect to a breach by you or others does not waive the Company's right to act with respect to subsequent or similar breaches.
You and the Company acknowledge that these Terms and Conditions constitute the entire agreement between us with regard to the subject matters addressed herein, that these Terms and Conditions supersede all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the Platform and the services and tools provided by us therein, and that these Terms and Conditions cannot be varied, amended, changed, waived, or discharged except in writing and authorized by the Chief Executive Officer of the Company. You further acknowledge that no promises, representations, inducements, agreements, or warranties, other than those explicitly set forth in these Terms and Conditions, have been made to induce your acceptance of these Terms and Conditions nor have you agreed to these Terms and Conditions in reliance on any such promise, representation, inducement, or warranty.
If you wish to reach us, you may send an e-mail to: email@example.com or contact us by mail: 645 Walnut St, Boulder, CO 80302. By utilizing the Platform you acknowledge that the email address entered by you when registering to use the Platform may be used by us in contacting you for any purpose.