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This Terms of Services and Use Agreement ("Agreement") is entered into by and between Real Estate Data X-Change, Inc. (hereafter "REDX"), a Utah S–Corp, with offices located at 1411 W 1250 S, Orem, Utah, 84058 and Subscriber.(hereafter "Subscriber") , located at 2335 S State St, Suite 100, Provo, UT 84606.
REDX is a provider of real estate lead management software, real estate leads, and other real estate related technology solutions. Subscriber is a real estate agent or other professional that desires to utilize REDX products and services.
NOW, THEREFORE, in consideration of the mutual covenants and benefits expressed herein, the parties agree as follows:
The following definitions as used in this Agreement shall have the following meanings:
2. Limited Software License
REDX hereby grants a limited, non-exclusive, non-transferable, revocable license to use the Software subject to the terms and conditions set forth in this Agreement. This license permits the Subscriber to utilize this software only for its intended use, and Subscriber agrees not to utilize it for anything other than its intended use, and not to reverse assemble, reverse compile, otherwise translate or redistribute the Software. Subscriber agrees not to share, copy, or otherwise re-distribute the Software without the express written consent of REDX. The license granted hereunder provides that a copy of the Software may only be used by the Subscriber. Concurrent or simultaneous use on two or more computers is prohibited. Subscriber further agrees not to disseminate or disclose their accounts username or password, nor to allow anyone else to utilize their account for access to REDX systems.
3. REDX Leads
4. Copyright and Intellectual Property Rights
Subscriber acknowledges and agrees that Software and REDX Leads are REDX trade secrets, and proprietary products and information protected under U.S. copyright and intellectual property laws. Subscriber further acknowledges and agrees that all rights, title and interest in and to the Software and REDX Leads, including any associated intellectual property rights, are and shall remain with REDX. This Agreement does not convey an interest in or to the Subscriber, but only a limited license revocable in accordance with terms of this Agreement.
5. Terms of Subscriptions
Subscriber authorizes REDX to invoice Subscriber and process the Subscriber's credit card on file for payment according to Subscriber's Billing Cycle. At the end of each Billing Cycle, the agreement shall automatically renew for an additional term equal to the original service plan until Subscriber cancels the service by providing written notice to REDX in accordance with Section 14 of this Agreement. In the event that REDX is not able to process payment from the Subscriber at the beginning of a renewal term, either because the credit card has expired or for any other reason, REDX reserves the right to continue billing the Credit Card on file until a payment has been made. If a payment is not made within 45 days of the bill date the account will automatically terminate. If the subscriber wishes to reactivate their account at that point, they will be responsible for the necessary reactivation fees. In the event that REDX is not able to process payment from the Subscriber at the beginning of a renewal term, REDX reserves the right to change Annual, Semi-Annual and Quarterly Billing Cycles to a Monthly Billing Cycle at the then current subscription rate.
Once the subscriber adds an assistant on the account, they authorize that assistant to make changes to the account. These changes include, but are not limited to, adding and deleting services, cancelling, and updating credit cards or other information to the account. This assistant can also be made authorized by subscriber informing said assistant of the username and password on the account.
6. Payment Information and Charges
7. Additional Services.
In certain areas REDX has implemented an eXpired Listing Assistant ("XLA") program. In applicable areas agents may, if they choose, engage REDX to act as the Subscriber's personal assistant to automate the import of leads. In order to qualify for this program, the XLA service must be offered in the Subscriber's area and the Subscriber must be a licensed Real Estate Agent and an active member of the relevant MLS. Subscriber may then engage REDX to be Subscriber's personal assistant to create an export file and/or automation from Subscriber's MLS account for personal use within Subscriber's REDX Lead Manager or email. Subscriber is responsible for ensuring that any actions taken or any services or software requested from REDX under this Agreement are in compliance with all applicable laws and MLS regulations in all jurisdictions in and to which the services are provided by REDX. Subscriber is also responsible for ensuring that both REDX and Subscriber are authorized under all applicable MLS and state and federal laws and regulations to allow REDX to act as Subscriber's personal assistant and obtain necessary authentication information for the exportation of MLS data. In consideration of the above REDX agrees to act as the personal assistant for Subscriber, and to assist them in the process of exporting the MLS data for which they are authorized to utilize within their business.
8. Confidentiality and Non-Compete
Subscriber acknowledges that confidential information may be obtained during the course of doing business and over the term of this Agreement. This information may include operations and affairs of REDX, including particular methods and procedures used by it to conduct business, and agree that all records, data, materials, and all other information and equipment provided by REDX are the sole property of REDX and remain so after termination of this Agreement. Subscriber agrees to surrender all such information or material to REDX on demand or upon termination of this Agreement by either party.
Subscriber agrees that by subscribing to REDX services they will have received confidential information about REDX, and that for a period of 60 months, irrespective of cause of termination of said agreement, Subscriber will not engage either directly or indirectly, personally or by any agent, use, disclose, copy, reproduce, disseminate, or otherwise produce in oral, written or electronic fashion, to any person, firm, or corporation, the name, or by means of any corporate or other device, in an Expired Listing or For-Sale-by-Owner (FSBO) lead service. Nor will Subscriber use knowledge of the business for the benefit of themselves or other persons, or divulge information or data concerning REDX, including, customer names, prices, terms or particulars of REDX, whether by sale, gift, or any device, subterfuge or evasion. Subscriber will in good faith protect the goodwill of REDX.
9. Limitation of Liability
REDX shall not be liable for any claims relating to the Software and this Agreement, including any cause of action sounding in contract, tort, or strict liability. In any event, the liability of REDX shall not exceed the license fee paid to REDX for use of the Software. In no event shall REDX be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against me, even if REDX has been advised of the possibility of such claims or demands.
Subscriber shall indemnify, hold harmless and defend the REDX and its respective employees, officers and directors from and against any and all damages, losses, liabilities, actions, proceedings (whether legal or administrative), demands and expenses (including but not limited to reasonable attorneys fees) threatened, asserted or filed by a third party against the REDX, relating to Subscriber's account and/or relations with the REDX. By subscribing to REDX, Subscriber agrees not to disclose any assigned codes, including passwords and usernames to others. Subscriber also agrees not distribute the information contained in the product, service to any person or organization, by any means, printed electronic or other.
11. Force Majeure
Subscriber acknowledges that in certain circumstances matters outside of REDX's, reasonable control may happen that will cause a disruption of service; including, without limitation, labor disturbances, Force Majeure, failure of a communications carrier to provide lines or service, governmental regulations or interference, accidents, fires, explosions, terrorism or from any other similar or dissimilar cause. REDX will not be held responsible for interruptions to its Software or services
All warranties, representations, indemnities, covenants and other agreements of the parties hereto shall survive the execution, delivery and termination of this Agreement. This Agreement shall insure to and bind the successors and assigns of the respective parties hereto.
13. Governing Law
This Agreement shall be deemed to have been executed in the State of Utah and shall be interpreted and construed according to the laws of the State of Utah, without giving effect to any conflict of laws provisions. The parties hereby consent to the jurisdiction of the federal and state courts located in the State of Utah.
REDX reserves the right to terminate service for any Subscriber at any time at its sole discretion.
Subscriber may terminate their Subscriptions at any time by emailing a cancellation request to billing@theREDX.com, or mailing in a written cancellation request to the REDX Corporate Office. In order to avoid a renewal of the subscription term the written correspondence must be received at least five (5) business days prior to the beginning of their next Billing Cycle. Failure to cancel the account prior to the end of the billing cycle will not justify a refund.
Subscriber understands that all sales are final and that once a payment has been processed, they are committed for the entire Billing Cycle. Subscriber understands that they are paying for access to the program for the time committed. Not using the account does not justify a refund as having access to the program incurs certain fixed costs on REDX. Subscriber understands that if that they are unable to use the program, they may place their account on hold.
Subscriber acknowledges that REDX does not guarantee 100% accuracy of results but has made reasonable best efforts to ensure accurate information. Refer to Section 3, Article 2. Therefore, subscriber understands there is no expectation of refunds due to inaccuracy of data. In the event that REDX is unable to resolve technical issues, Subscriber may terminate service at anytime with no expectation of a refund of fees.