InsideRE, LLC - Terms of Service
Updated 06/20/2024
1. ACCEPTANCE OF TERMS
1.1. InsideRE, LLC (“IRE”) provides this website at https://www.insiderealestate.com/, as well as any other media form, media channel, mobile website, or Mobile App (defined below) related, linked, or otherwise connected thereto (collectively, the “Site”) to visitors of our Site (“Visitor”). For the avoidance of doubt, all Users (as defined below) are also Visitors. IRE also provides its proprietary, web-based software and services (“Subscription”), as defined in the Subscription Agreement (“Agreement”), if applicable, between IRE and the person or entity (“Customer”) identified on the Agreement subject to the terms and conditions of this Terms of Service (“Terms of Service”), as may be amended from time to time by IRE in its sole discretion. The date these Terms of Service were last updated is set forth at the top of this page. All changes to these Terms of Service are effective immediately and apply to all access to and use of the Subscription thereafter. Your continued use of the Subscription following the posting of revised Terms of Service means that you accept and agree to the changes. As used in these Terms of Service, “you” or “You” refers to one of the following, as applicable: Customer if you are a Customer; User if you are a User; or Visitor if you are a Visitor.
1.2. By signing the Agreement or by accessing the Site and/or the Subscription, you represent and acknowledge: (a) you read, understood, and agree to be bound by these Terms of Service and the provisions of the Agreement, as applicable; (b) you are at least 18 years of age (or have reached the age of majority in the jurisdiction where you reside); and (c) that the information you provide to IRE is accurate, complete, and is within your right to use. If Customer is a company or another legal entity, the individual signing or User accessing on behalf of the Customer represents that he or she has the authority to bind Customer and its affiliates to these Terms of Service.
1.3. You acknowledge and agree that these Terms of Service incorporate IRE’s then-current Privacy Policy (available at https://www.insiderealestate.com/privacy-policy), which together constitute a contractual agreement between you and IRE, are incorporated into the Agreement, and that these Terms of Service govern your use of the Site and Subscription, as applicable, and supersede any other agreements between you and IRE governing the Subscription.
1.4. You acknowledge and agree that IRE does not warrant any products or services offered through the Site or the Subscription by any third parties (“Third-Party Services”). Any exchange of data or other interaction between you and a provider of any Third-Party Services is solely between you and such third-party provider, and you shall be solely responsible for paying all applicable fees for any Third-Party Services purchased by or on behalf of you, whether such fees are directly charged to the you by such third-party providers or by paying such fees to IRE upon invoicing. The Site or the Subscription may provide, or providers of Third-Party Services may provide, links to other external world wide web or mobile sites or resources.
1.5. You acknowledge and agree that IRE has no control over such external sites and resources and that IRE is not responsible for the availability of such external sites or resources and does not endorse and is not liable for any content, advertising, products or other materials on or available from such sites or resources. In addition, you agree that IRE is not responsible for any third-party information or data that you may transmit, process or transfer to or from such third party through the Site or the Subscription (e.g., through the integration of the Site or the Subscription with any Third-Party Services).
2. PURCHASED SUBSCRIPTION; SERVICES
2.1. To use the Subscription, IRE will provide you with access credentials (“Credentials”) that you will be required to enter as prompted on the Site in order to access your account and the Subscription pursuant to these Terms of Service and the Agreement. You are responsible for: (a) information submitted to the Site under your Credentials; (b) treating your Credentials as confidential, and not disclosing them to any third party; (c) the accuracy, quality, and legality of all information you submit to the Site and the means by which you acquired such information; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Subscription; (e) promptly notifying IRE of any unauthorized use of or access to the Subscription; and (f) providing reasonable assistance to us in investigating and preventing the recurrence of such unauthorized use or access. IRE is not liable for any loss or damage arising from your failure to protect your Credentials. You are responsible for obtaining access to the Internet and the equipment necessary to use the Site or the Subscription. If you provide any information to IRE that is untrue, inaccurate, not current, or incomplete, IRE has the right to suspend or terminate your access to the Subscription and refuse any and all current or future use of the Subscription (or any portion thereof).
2.2. In exchange for payment of the applicable Fees, IRE shall make available to you during the Subscription Term, as defined in Section 7.1, the purchased Subscription as specified in the Agreement and all applicable end user documentation accompanying the Subscription (the “Documentation”), in each case pursuant to these Terms of Service. Subject to your compliance with these Terms of Service, IRE hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited license to: (a) access and use the Subscription and the Documentation, during the Subscription Term; and (b) download and install IRE’s mobile application (“Mobile App”) on mobile devices owned or otherwise controlled by you (each, a “Mobile Device”). You may only permit up to the maximum number of unique Users to use the Subscription as specified in the Agreement and for which Customer has paid the applicable Fees. “User” means Customer’s employees and agents: (i) who are authorized by Customer to access and use the Subscription under the rights granted to Customer pursuant to these Terms of Service; and (ii) for whom access to the Subscription has been purchased.
2.3. In connection with your use of the Site or Subscription, as applicable, you agree not to: (a) collect information from the Site or the Subscription using an automated software tool or manually on a mass basis; (b) use automated means to access the Site or the Subscription, or gain unauthorized access to the Site or the Subscription or to any account or computer system connected to the Site or the Subscription; (c) obtain, or attempt to obtain, access to areas of the Site, Subscription, or Mobile App or IRE’s systems that are not intended for access by you; (d) “flood” the Site or the Subscription with requests or otherwise overburden, disrupt, or harm the Site or the Subscription or IRE’s systems; (e) restrict or inhibit other users from accessing or using the Site or the Subscription; (f) modify or delete any copyright, trademark, or other proprietary rights notices that appear on the Site or the Mobile App; or (g) access or use the Site or Subscription for any unlawful purpose or otherwise beyond the scope of the rights granted in these Terms of Service.
2.4. Use of Mobile App. If you download the Mobile App, you agree not to: (a) copy the Mobile App (except to install it on your Mobile Devices); (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Mobile App; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Mobile App or any part thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Mobile App or any features or functionality of the Mobile App to any third party for any reason, including by making the Mobile App available on a network where it is capable of being accessed by more than one device at any time; or (e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Mobile App.
2.5. IRE shall use commercially reasonable efforts to make the Subscription available 24 hours a day, 7 days a week, except for: (a) planned downtime; or (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, cyber attacks, or denial of service attacks. IRE’s obligations shall be limited to providing the Subscription only in accordance with applicable laws and government regulations. You acknowledge that the Subscription 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 you to provide public websites with limited page views.
2.6. IRE may provide additional services as requested by you and as agreed by IRE from time to time, including without limitation integration or customization services. The terms for any such additional services, including the charges and payment terms, will be set forth in the new Agreement.
2.7. From time to time in IRE’s sole discretion, IRE may develop and provide updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features to the Site or the Subscription (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the Site or the Subscription. You agree that IRE has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Site or the Subscription. To the extent you use the Mobile App, based on your Mobile Device settings when your Mobile Device is connected to the Internet, either (a) the Mobile App will automatically download and install all available Updates, or (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that the Site, Subscription, and/or Mobile App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Subscription and will be subject to these Terms of Service. IRE reserves the right to make changes to, suspend, or discontinue (temporarily or permanently) the Site or the Subscription or any portion of the Site or the Subscription at any time. You agree that IRE will not be liable to you or to any third party for any such change, suspension, or discontinuance.
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 you for inclusion in the Subscription (“Your Data”).
3.2. Your Data Rights. Subject to the limited rights granted by you hereunder, IRE acquires no right, title, or interest from you or your licensors under these Terms of Service in or to Your Data, including any intellectual property rights therein. You hereby grant to IRE a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in these Terms of Service, and distribute Your Data in connection with providing the Subscription. In addition, you hereby grant to IRE the right to use your non-specific aggregated data to create business and best practice metrics and for any other statistical, analytics, machine learning, and product and service enhancement purposes, in IRE’s sole discretion and without any payment to you. Such aggregated data will be the sole property of IRE. For more details on IRE’s DMCA policy please visit IRE’s website page at: www.insiderealestate.com/dmca-policy/, which is hereby incorporated into these Terms of Service by reference.
You represent and warrant to IRE that: (a) you have or shall (i) provide(d) all notices and disclosures to agents, customers, data subjects, and individuals; and (ii) obtain(ed) all approvals, authorizations, consents, rights, permissions, licenses, and other authority, in each case as are necessary or required by applicable law to authorize and enable IRE to process and use the Your Data as anticipated under these Terms of Service; (b) you have the legal authority to enter into the Agreement and these Terms of Service; (c) your use of the Site or the Subscription, as applicable, any of Your Data, and your conduct of its business as associated with the Subscription: (i) does not and shall not infringe or violate the rights of any third party, including but not limited to, intellectual property, privacy, contractual, or publicity rights; (ii) is not obscene, profane, or offensive to a reasonable person; and (iii) is not hateful, discriminatory, threatening, or unlawful; (d) the Site and the Subscription will not be used by you in violation of these Terms of Service or the Agreement for any illicit or illegal purposes, and you shall not interfere with or disrupt other IRE website visitors’ or clients’ use of the Site or the Subscription, as appliable, or business operations; (e) you are able to and shall obtain and maintain the appropriate licenses to secure an IDX Feed from MLS in connection with use of the Subscription; and (f) you are in full compliance with, and shall fully comply with all rules, regulations, and policies, including without limitation compliance requirements, as set forth by each applicable MLS for your use in connection with the Subscription, all laws applicable to your business and use of the Subscription, and all applicable professional associations (including, without limitation, franchise requirements and realtor designation regulations). IRE reserves the right to suspend the Subscription or remove features of the Subscription, or portions thereof, if IRE determines, in its sole discretion, that (A) significant doubt exists as to your right to use any portion of Your Data, (B) any of Your Data is offensive, immoral, obscene, illegal, or likely to incite or encourage illegal or dangerous acts, (C) you are in breach of these Terms of Service, or (D) any of Your Data may harm IRE’s reputation or hinder its ability to provide its services to other customers. You agree to and shall indemnify and hold IRE harmless from and against any losses, costs, liabilities, and expenses, including, without limitation, attorneys’ fees and court costs, arising from or related to your failure to comply with the obligations set forth in this Section 3.2.
3.3. Return of Your Data. Upon written request by you made within thirty (30) days after the date of termination of the Subscription Term and payment in full of all outstanding fees, IRE may facilitate the retrieval of Your Data that can be exported, as defined by IRE. Depending on the product, volume, and type of data, costs may apply. Additionally, you may be able to receive or download periodic backups of some or all of the Your Data throughout the Subscription Term based on a request to the IRE support team, no more often than quarterly. IRE shall have no obligation to maintain or provide any of Your Data and may delete Your Data after the aforementioned thirty (30) day period.
3.4. MLS/IDX Instructions. If set forth in the Agreement, IRE will begin the process of setting up your IDX connection that transfers listings data between the applicable MLS under this Agreement and the Subscription (the “IDX Feed”). Depending on the individual Multiple Listing Service (each, an “MLS”) either a vendor agreement will need to be signed with the MLS, or if no vendor agreement is required by the MLS, you will need to provide your login and password for the respective MLS. After IRE receives your MLS connection information, IRE will get the process started and determine what is required. The MLS vendor may charge a fee for data access, IRE’s access, or annual fees. You are solely responsible for any IDX setup or access fees. This includes any fees assessed on IRE by the third-party MLS provider. Any fees charged to IRE on your behalf will be billed back to you on the monthly billing or invoice if applicable. As applicable, you agree to comply with all terms of use as specified by each MLS. You are responsible for promptly notifying IRE concerning any change to the IDX Feed or MLS terms that may affect the use, operation, performance, or function of the Subscription or IRE’s or your right to use or integrate the IDX Feed on or into the Subscription. You understand that IRE and the Subscription are subject to, and you shall at all times comply with, the constraints of applicable terms and conditions imposed by each applicable MLS through the applicable MLS terms and all applicable laws and regulations. If any MLS mandates code change, display, charges, or other requirements affecting the use of the Subscription, then IRE may elect to refuse to comply with such mandate and shall have no liability to you for such noncompliance or any termination of access to the IDX Feed as a result thereof. All charges imposed by any MLS shall be the sole responsibility of you and must be fully paid by you as a condition of continued access and use of the Subscription.
3.5. GDPR Compliance. By signing the Agreement or by accessing the Subscription, you agree that you will not use any of the services provided hereunder to collect the personal information of any individual residing within the European Union (or cause any of your employees, independent contractors, or affiliates to do so) without first obtaining the express written consent of such individual and otherwise complying with the requirements of the European Union’s General Data Protection Regulation (the “GDPR”). If you should use the services provided herein in a manner that violates any provisions of the GDPR, then you hereby agree to indemnify and hold IRE harmless against any and all costs and liabilities of IRE incurred thereby pursuant to Section 5.6.
3.6. CCPA Compliance:
I) COMPLIANCE. BY SIGNING THE AGREEMENT OR BY ACCESSING THE SUBSCRIPTION, YOU AGREE THAT YOU WILL ONLY USE THE SERVICES PROVIDED HEREUNDER TO COLLECT PERSONAL INFORMATION OF ANY INDIVIDUAL RESIDING IN CALIFORNIA (EACH A “CALIFORNIA CONSUMER”) (OR CAUSE ANY OF YOUR EMPLOYEES, INDEPENDENT CONTRACTORS, OR AFFILIATES TO DO SO) AFTER PROVIDING NOTICE TO EACH CALIFORNIA CONSUMER OF THEIR PRIVACY RIGHTS UNDER THE CALIFORNIA CONSUMER PRIVACY ACT (THE “CCPA”). FURTHERMORE, YOU AGREE TO COMPLY WITH ALL REQUIREMENTS OF THE CCPA, INCLUDING, BUT NOT LIMITED TO, NOTICE RIGHTS, DATA PORTABILITY RIGHTS, DELETION RIGHTS, OPT-OUT RIGHTS, AND NON-DISCRIMINATION RIGHTS.
II) SERVICE PROVIDER. YOU ACKNOWLEDGE THAT IRE IS A “SERVICE PROVIDER” UNDER THE CCPA WITH REGARD TO ANY CALIFORNIA CONSUMER PERSONAL INFORMATION THAT IS SHARED WITH IRE THROUGH YOUR USE OF THE SUBSCRIPTION. IRE WILL ONLY COLLECT, USE, RETAIN, OR DISCLOSE THE PERSONAL INFORMATION OF ANY CALIFORNIA CONSUMER FOR WHICH YOU PROVIDE ACCESS IN ACCORDANCE WITH YOUR WRITTEN INSTRUCTIONS AS SET FORTH HEREIN. CUSTOMER INSTRUCTS IRE TO PROCESS PERSONAL INFORMATION OF CALIFORNIA CONSUMERS TO PROVIDE THE SUBSCRIPTION REQUESTED BY THE CUSTOMER. IRE WILL NOT COLLECT, USE, RETAIN, DISCLOSE, SELL, OR OTHERWISE MAKE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION AVAILABLE FOR IRE’S OWN COMMERCIAL PURPOSES OR IN ANY WAY THAT DOES NOT COMPLY WITH THE CCPA. IRE WILL NOT COMBINE ANY PERSONAL INFORMATION IT RECEIVES FROM YOU WITH PERSONAL INFORMATION IT RECEIVES FROM OR ON BEHALF OF YOU WITH PERSONAL INFORMATION THAT IRE COLLECTS FROM ITS OWN INTERACTION WITH THE CALIFORNIA CONSUMER. IF LAW REQUIRES IRE TO DISCLOSE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION FOR A PURPOSE UNRELATED TO THE SUBSCRIPTION, IRE WILL FIRST INFORM YOU OF THE LEGAL REQUIREMENT AND GIVE YOU AN OPPORTUNITY TO OBJECT OR CHALLENGE THE REQUIREMENT, UNLESS LAW PROHIBITS SUCH NOTICE. IRE WILL LIMIT COLLECTION, USE, RETENTION, AND DISCLOSURE OF PERSONAL INFORMATION TO ACTIVITIES REASONABLY NECESSARY AND PROPORTIONATE TO THE SUBSCRIPTION. IRE SHALL PROMPTLY COMPLY WITH ANY OF YOUR REQUESTS OR INSTRUCTIONS REQUIRING IRE TO PROVIDE, AMEND, TRANSFER, OR DELETE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION, OR TO STOP, MITIGATE, OR REMEDY ANY UNAUTHORIZED PROCESSING. IF THE SUBSCRIPTION REQUIRES THE COLLECTION OF ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION ON YOUR BEHALF, IRE WILL ALWAYS PROVIDE A CCPA-COMPLIANT NOTICE ADDRESSING USE AND COLLECTION METHODS THAT YOU SPECIFICALLY PRE-APPROVE IN WRITING. IRE SHALL NOT MODIFY OR ALTER THE NOTICE IN ANY WAY WITHOUT YOUR PRIOR WRITTEN CONSENT. IF THE CCPA PERMITS, IRE MAY AGGREGATE, DEIDENTIFY, OR ANONYMIZE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION SO IT NO LONGER MEETS THE PERSONAL INFORMATION DEFINITION AND MAY USE SUCH AGGREGATED, DEIDENTIFIED, OR ANONYMIZED DATA FOR ITS OWN RESEARCH AND DEVELOPMENT PURPOSES. IRE WILL NOT ATTEMPT TO OR ACTUALLY RE-IDENTIFY ANY PREVIOUSLY AGGREGATED, DE-IDENTIFIED, OR ANONYMIZED DATA AND WILL CONTRACTUALLY PROHIBIT DOWNSTREAM DATA RECIPIENTS FROM ATTEMPTING TO OR ACTUALLY RE-IDENTIFYING SUCH DATA.
III) IF YOU HAVE PURCHASED A SUBSCRIPTION, IRE HAS PROVIDED TOOLS TO ASSIST YOU IN MEETING YOUR CCPA COMPLIANCE OBLIGATIONS AND RESPONDING TO CCPA-RELATED INQUIRIES, INCLUDING RESPONDING TO VERIFIABLE CONSUMER REQUESTS. IRE WILL REASONABLY COOPERATE TO PROVIDE ADDITIONAL SUPPORT AS NEEDED, TAKING INTO ACCOUNT THE NATURE OF IRE’S PROCESSING AND THE INFORMATION AVAILABLE TO IRE. FURTHER, IRE SHALL NOTIFY YOU IF IT RECEIVES ANY COMPLAINT, NOTICE, OR COMMUNICATION THAT DIRECTLY OR INDIRECTLY RELATES TO YOUR COMPLIANCE WITH THE CCPA. SPECIFICALLY, IRE SHALL NOTIFY YOU WITHIN THREE (3) WORKING DAYS IF IT RECEIVES A VERIFIABLE CONSUMER REQUEST UNDER THE CCPA.
IV) IF YOU HAVE PURCHASED A SUBSCRIPTION, THEN TO THE EXTENT IRE ENGAGES A SUBPROCESSOR OR IRE’S SUBPROCESSOR ENGAGES A SUBPROCESSOR, IRE WILL NOTIFY YOU WITHIN A REASONABLE AMOUNT OF TIME AND ENTER INTO A CONTRACT WITH THE SUBPROCESSOR OR REQUIRE THE SUBPROCESSOR TO ENTER INTO AN AGREEMENT WITH ITS SUBPROCESSOR(S) CONTAINING THE REQUIREMENTS SET FORTH IN THIS SECTION 3.6(I)-(IV).
V) WARRANTIES. BOTH YOU AND IRE SHALL COMPLY WITH ALL APPLICABLE REQUIREMENTS OF THE CCPA WHEN COLLECTING, USING, RETAINING, OR DISCLOSING ANY CALIFORNIA RESIDENT’S PERSONAL INFORMATION. IF YOU SHOULD USE THE SERVICES PROVIDED THROUGH THE SITE OR THE SUBSCRIPTION IN A MANNER THAT VIOLATES ANY PROVISIONS OF THE CCPA, YOU HEREBY AGREE TO INDEMNIFY AND HOLD IRE HARMLESS AGAINST ANY AND ALL COSTS AND LIABILITIES OF IRE INCURRED THEREBY PURSUANT TO SECTION 5.6.
4. FEES AND PAYMENT FOR SUBSCRIPTION
4.1. Payment. You are responsible for all payments and fees as specified in the Agreement, including Implementation Fee, Monthly Subscription Fee, Monthly Marketing Fee and Monthly MLS Fee, Communication Fee, and Other Fees (collectively, “Fees”), as described below.
(i) Implementation Fee. Implementation Fees, as indicated on the Agreement, include but are not limited to the amounts specified for initial implementation of the Subscription. The Implementation Fee shall be due and billed on the signing date of the Agreement.
(ii) Subscription Fee. Subscription Fees, as indicated on the Agreement, include but are not limited to the amounts specified for use of the Subscription during the Subscription Term. Subscription Fees will be due and automatically billed monthly commencing on the beginning of the Subscription Term and continuing each month through the Subscription Term.
(iii) MLS Fees. MLS Fees include charges, both direct and indirect, associated with connecting your websites with required MLS data feeds. MLS Fees will be due and billed as incurred by IRE.
(iv) Communication Fees. Communication Fees include emails, minutes, texts, or other usage-based forms of communication. Fees will be billed on a monthly basis and due upon billing.
(v) Marketing Fees. Marketing Fees include advertisements placed through various online services (Google, Facebook, etc.) and are billed monthly. You must notify IRE within five (5) days prior to the next billing date in order to cancel any Marketing Services.
(vi) Other Services Fees. Upon request from you, from time to time, and agreement by IRE if and as set forth in the Agreement, IRE may make additional functionality available to the Subscription that may require the payment of additional charges in order for such functionality to be used by you. You agree to promptly pay any and all such additional charges upon receipt of the corresponding invoice(s). You shall reimburse Company for all out-of-pocket expenses incurred by Company in connection with such services, which are specified in the Agreement or otherwise approved by you.
(vii) Third-Party Fees. You acknowledge and agree that IRE, as an accommodation and convenience to you, may accept payment of charges from an MLS or from other third parties designated by you. Notwithstanding such accommodation, you remain solely liable for prompt payment of all charges and expenses due under the Agreement and IRE reserves the right to cease providing such accommodation and to bill you directly at any time upon notice.
(viii) Fees added to the Subscription and agreed to by the you in writing or via email after the date of the Agreement shall be due and billed at the time IRE receives your request and adds related services to your Subscription.
4.2. Billing Method. You will provide IRE with valid and updated credit card or automated clearing house (ACH) information (“Billing Method”) throughout the Subscription Term. By providing the Billing Method to IRE, you authorize IRE to charge such Billing Method for all Fees due.
4.3 Payment Obligations. Payment obligations are non-cancelable and Fees paid are non- refundable. You agree that, due to the nature of the Subscription, all Fees are due under these Terms of Service regardless of your use of the Subscription. IRE reserves the right to suspend your access to the Subscription and if applicable, remove your website from viewing on the Internet if any payment from you is not made when due. In cases where collection proves necessary, you agree to pay all fees (including all attorneys’ fees and court costs) incurred throughout the collection 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”). You are responsible for paying all Taxes associated with Subscription hereunder other than taxes on IRE’s income. If IRE has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be charged via your Billing Method, unless you provide IRE with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. PROPRIETARY RIGHTS
5.1. Reservation of Rights. The Site (including the Mobile App) and the Subscription and any and all components of the Site and the Subscription, including any and all intellectual property rights in and to the Site and the Subscription, are owned and operated by or on behalf of IRE and its licensors. Subject to the limited rights expressly granted hereunder, IRE reserves all rights, title, and interest in and to the Site, the Subscription, and the Documentation, including all related intellectual property rights in each of the foregoing. No rights are granted to you other than as expressly set forth in these Terms of Service.
Without limiting the generality of the foregoing, copyright to any design-based elements and special functionality produced by IRE are owned by IRE or used by IRE by permission. Rights to photos, graphics, source code, work-up files, and computer programs available through the Site or the Subscription specifically are not transferred to you and remain the property of their respective owners. If you pay for customized cascading style sheets (“CSS”) as set forth in the Agreement, then IRE hereby grants to you a royalty-free, worldwide, irrevocable, perpetual license to use such CSS for any of your lawful internal business purpose(s). 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 CSS 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 you of intellectual property described in this Section 5.1 shall be deemed to be used under a license (or sublicense, as the case may be) hereby granted by IRE subject to the payment of all Fees due and to IRE’s right to terminate such license by terminating the Agreement pursuant to these Terms of Service. “InsideRE,” and “Inside Real Estate,” and other IRE marks and logos are service marks and trademarks of IRE. Your use of the Site or the Subscription does not include any right, title, interest, or license to reproduce or otherwise use any of IRE’s names, logos, trademarks, service marks, graphics, or any third-party’s names, logos, trademarks, service marks, or graphics that may appear on the Site.
5.2. Restrictions. You shall not, nor allow others to: (a) create derivative works based on the Site or the Subscription except as authorized herein; (b) copy, frame, or mirror any part or content of the Site or the Subscription, other than copying or framing on your own intranets for internal business purposes; (c) attempt to undermine the security or integrity of IRE’s computing systems or networks or, where the Site or the Subscription is hosted by a third party, that third party’s computing systems and networks; (d) reverse engineer the Site or the Subscription; (e) facilitate or allow mass communications such as email or text message “blasts” to contacts that have not expressly opted-in to such communications; (f) use any part of the Site or the Subscription in ways that can be considered an abuse of the Site or the Subscription; (g) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other customer’s Subscription account without permission; (h) build a competitive product or service; (i) copy any features, functions, or graphics of the Site or the Subscription; (j) access or use the Site or the Subscription using automated means (bots, spiders, scrapers, or similar means or processes) without IRE’s express permission; (k) use the Site or the Subscription in any manner that directly or indirectly interferes with the proper working of or places an unreasonable load on the Site or the Subscription or IRE’s infrastructure; or (l) resell, sublicense, distribute, offer subscription services, or otherwise provide use of the Site or the Subscription to third parties other than as expressly set forth in these Terms of Service.
5.3. Suggestions. You have no obligation to give IRE any comments, enhancements, recommendations, requests, suggestions, or other feedback (“Feedback”) relating to the Site or the Subscription. If you provide Feedback, however, then you hereby grant to IRE a royalty-free, worldwide, irrevocable, perpetual license to freely use, reproduce, license, distribute, and otherwise commercialize the Feedback on the Site or in the Subscription or other related technologies, whether for your use or for any other uses.
5.4. TCPA Notice and Disclaimer. Transmitting unsolicited voice and text messages (as well as other forms of communication) is heavily restricted and regulated under the Telephone Consumer Protection Act (“TCPA”) and other laws as well as various jurisdictions’ laws and regulations. You should consult your legal advisor to ensure compliance with the TCPA and related laws. To the extent you transmit any voice or text messages in connection with your use of the Subscription, you represent and warrant to IRE that you have or shall (a) provide(d) all required notices and disclosures to agents, customers, data subjects, and individuals; and (b) obtain(ed) all approvals, authorizations, consents, rights, permissions, licenses, and other authority, in each case as are necessary or required by applicable law to authorize and enable IRE to process and use the phone numbers collected for use in connection with your use of the Subscription. IRE makes no representations regarding the content and manner of transmission of any text, phone, or other communication you may make.
5.5. Your Communications & Compliance with Laws. You are solely responsible for the content of any and all communications and the means of communication (phone, fax, text, etc.) with any third parties, including customers, potential customers, leads, or other individuals or entities, and you are solely responsible for complying with any laws, Taxes, and tariffs applicable in any way to the Subscription or any other services contemplated herein.
5.6. Indemnification. You agree to and shall indemnify and hold harmless IRE, its affiliates, and its and their respective owners, officers, managers, members, employees, agents, contractors, successors, and assigns from and against any damages, claims, injury, losses, liabilities, fines, penalties, costs, and expenses, including, without limitation, attorneys’ fees and court costs, arising from or related to: (a) your exercise of Internet electronic commerce; (b) any failure to comply with any laws, Taxes, and tariffs; (c) any violation of the TCPA and/or related statutes (federal and state); (d) your violation of these Terms of Service; (e) Your Data; and (f) your use of the Subscription, your website, services provided by IRE in connection with the Site or the Subscription, and/or your website, and any information obtained as a result thereof.
You agree to cooperate as fully as reasonably requested by IRE in the defense of any claims, including asserting any available defenses. With respect to any of your indemnification obligations under these Terms of Service, IRE reserves the right, at its own expense, to assume the exclusive defense and control of any claims or matter otherwise subject to indemnification by you, and you shall not in any event settle any claims without IRE’s prior written consent. If IRE does not assume defense of any such claim, then you shall defend such claim at your sole cost and expense.
5.7. Equitable Relief. You acknowledge that a breach of any proprietary rights provision of these Terms of Service may cause IRE irreparable damage, for which the award of damages would not be adequate compensation. Consequently, IRE may institute an action to enjoin you from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and IRE may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which IRE may be entitled at law or in equity.
6. DISCLAIMERS AND LIMITATION OF LIABILITY
THE SITE (INCLUDING THE MOBILE APP, IF APPLICABLE) AND THE SUBSCRIPTION ARE PROVIDED “AS IS” ON AN “AVAILABLE” BASIS. YOU USE ANY PORTION OF THE SITE OR THE SUBSCRIPTION AT YOUR OWN DISCRETION AND RISK, AND IRE IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE OR THE SUBSCRIPTION) OR ANY LOSS OF DATA, INCLUDING, WITHOUT LIMITATION, YOUR DATA. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, IRE MAKES NO WARRANTIES TO YOU OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL IRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT AND THESE TERMS OF SERVICE (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. 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, AND REGARDLESS OF THE FAILURE OF ANY OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS ON LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
EACH PROVISION OF THESE TERMS OF SERVICE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF SERVICE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE. THE LIMITATIONS IN THIS SECTION 6 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. TERM AND TERMINATION
7.1. Subscription Term. The “Subscription Term” shall include the Implementation Term, the Initial Subscription Term, and Renewal Term(s) and these Terms of Service shall remain in full force and effect throughout the Subscription Term. The “Implementation Term” shall commence upon your signature of the Agreement and continue through the launch date of the first IRE software or service included in the Subscription. The “Initial Subscription Term” shall commence upon the launch date of the first IRE software or service included in the Subscription and continue through the “Number of Subscription Months” specified in the Agreement. The Agreement will automatically renew at the end of the Initial Subscription Term for consecutive twelve- (12-) month periods (each, a “Renewal Term”) unless you provide a written cancellation notice to IRE at least thirty (30) days prior to the end of the Initial Subscription Term or respective Renewal Term(s).
7.2. Termination. The Agreement, and consequently your access to and use of the Subscription, may be terminated within the Initial Subscription Term or applicable Renewal Term(s): (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 your failure to make any payment required under the Agreement or these Terms of Service; or (c) in the event of an uncured material breach, which material breach must be documented as such to the breaching party with sixty (60) days’ notice; if the noted breach goes uncured for sixty (60) days from date of notice, then the non-breaching party may then terminate immediately upon written notice to the other party. For the avoidance of doubt, if you and IRE enter multiple Agreements, then termination of one Agreement does not automatically terminate any other Agreement, which other Agreement(s) and these Terms of Service shall remain in full force and effect.
7.3. Payment upon Termination. Upon termination by IRE under Section 7.2, you shall pay any unpaid Fees covering the remainder of the Subscription Term for all your terminated Subscriptions. In no event shall any termination by IRE pursuant to Section 7.2 relieve you of the obligation to pay any Fees payable to IRE hereunder for the full Subscription Term. In the event of any termination of this Agreement by IRE due to your breach of these Terms of Service or the Agreement, or if you terminate these Terms of Service without cause prior to the expiration of the then-current Subscription Term, you shall remain obligated for all Fees due under the Agreement through the effective date of termination and shall pay an amount equal to the remaining unpaid Fees that would, absent such termination, have become due for the period remaining in the Subscription Term. IRE reserves to the right to apply prepayments for any portion of the Subscription to all outstanding amounts upon termination of the Agreement.
7.4. Surviving Provisions. Sections 3.2, 3.3, 4, 5.1, 5.3, 5.6, 5.7, 6, 7.3, 7.4, 7.5, 8, 9, and your indemnification obligations in Section 3.5 and 3.6 of these Terms of Service shall survive any termination or expiration of the Agreement.
7.5. Notices. Except as otherwise specified in these Terms of Service, 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, in each case to the parties’ respective addresses set forth in the Agreement.
8. NOTICE REGARDING APPLE
8.1. The following additional terms and conditions apply to use of the Mobile App on an Apple, Inc. (“Apple”) iOS-powered Mobile Device. You and IRE acknowledge that these Terms of Service are concluded between you and IRE only, and not with Apple, and Apple is not responsible for the Mobile App or Subscription. You agree that your license to use the Mobile App and the Subscription is limited to the Apple iOS Mobile Device that you own or control and that your use of the Mobile App and the Subscription shall be subject to the usage rules set forth in Apple’s then-current App Store Terms of Service. You and IRE acknowledge that Apple shall have no obligation to provide maintenance and support services with respect to the Mobile App or the Subscription. In the event of any failure of the Mobile App to conform to any applicable warranty, you may contact Apple and Apple will refund the purchase price for the Mobile App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Mobile App or the Subscription, and Apple will not be responsible for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Mobile App to conform to any applicable warranty. Please note that IRE has disclaimed all warranties with respect to the Mobile App—see Section 6. You and IRE acknowledge that Apple shall have no responsibility for addressing any claims by you or any third party relating to the Mobile App or the Subscription or your possession and/or use of the Mobile App or the Subscription, including, but not limited to: (a) product liability claims; (b) any claim that the Mobile App or the Subscription fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy or similar legislation. If a third-party claims that the Mobile App or the Subscription or your possession and use of the Mobile App or the Subscription infringes a third party’s intellectual property rights, Apple is not responsible for the investigation defense, settlement or discharge of any such intellectual property infringement claim. You represent and warrant that you are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and that you are not listed on any United States government list of prohibited or restricted parties. IRE’s contact information for any questions, complaints or claims with respect to the Mobile App or the Subscription is set forth in Section 11 below. You agree to comply with all applicable third-party terms of agreement when using the Mobile App or the Subscription. You and IRE acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service. Upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary thereof.
9. GENERAL PROVISIONS
9.1. Independent Contractors. The parties are independent contractors. Neither the Agreement nor these Terms of Service creates a partnership, franchise, joint venture, agency, brokerage, fiduciary or employment relationship between the parties.
9.2. Third-Party Beneficiaries. Except as explicitly provided herein, there are no third-party beneficiaries to the Agreement or these Terms of Service.
9.3. International Use. The Subscription is intended for Users located within the United States and Canada. IRE makes no representation that the Site or the Subscription is appropriate or available for use outside of the United States or Canada. Access to the Site or the Subscription from countries or territories or by individuals where such access is illegal is prohibited.
9.4. U.S. Export Controls. The Site and/or the Subscription may be subject to United States export laws, including the including the United States Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Site or the Subscription to, or make the Site or the Subscription accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, rules, and regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Site or the Subscription available outside the United States.
9.5. No Waiver; Severability. No failure or delay by either party in exercising any right under the Agreement or these Terms of Service shall constitute a waiver of that right. If any provision of the Agreement or these Terms of Service 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 the Agreement and these Terms of Service shall remain in effect.
9.6 Assignment. You 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 the Agreement and these Terms of Service, in whole or in part, in its sole discretion. Subject to the foregoing, the Agreement and these Terms of Service shall bind and inure to the benefit of the parties, their respective heirs, successors, and assigns.
9.7. Entire Agreement. These Terms of Service and the Agreement(s) constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase orders or other order documentation (excluding Subscription Agreements) shall be incorporated into or form any part of these Terms of Service, and all such terms or conditions shall be null and void.
9.8. Amendment to Agreement; Changes to These Terms of Service. No modification, amendment, or waiver of any provision of the Agreement or these Terms of Service 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.
9.9. Governing Law and Jurisdiction. Each party agrees that the Agreement and these Terms of Service 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 irrevocably and unconditionally agree to the exclusive jurisdiction of the applicable courts located in Salt Lake County, Utah. In any action to enforce or interpret the Agreement or these Terms of Service, the substantial 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.
9.10. Notice to California Residents. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
10. YouTube API Terms
10.1. By using BoldTrail or any other Subscription(s) that you use to access YouTube, users are agreeing to be bound by the YouTube Terms of Service which can be found at, https://www.youtube.com/t/terms.
11. Questions
11.1. If you have any questions about the Site, the Subscription, or these Terms of Service, please email us at legal@insiderealestate.com.