Terms of Service and Use Agreement

RECITALS

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.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and benefits expressed herein, the parties agree as follows:

1. Definitions

The following definitions as used in this Agreement shall have the following meanings:

1. “Software” shall mean any and all software products produced by REDX for resale. This shall include, but not be limited to, the RolEDX Lead Manager, Vortex^TM Lead Manager, and Pulse^®.

2. “REDX Leads” shall mean any and all leads sold by REDX to Subscriber, and may include, but is not limited to: Expired Leads, FSBO Leads, Foreclosure Leads, Website Leads, Just Listed Just Sold Leads, and Farm Leads.

3. “Subscriptions” shall represent the products and services purchased by the Subscriber upon signing up. Examples may include: a subscription to Expired Leads, a Subscription to FSBO Leads, a Subscription to RedX Agent Sites®, etc.

4. “Billing Cycle” shall mean the period between billings for products and services either monthly, quarterly (3 months), semi-annual (6months), or annual (12 months).

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

1. License. REDX hereby grants a limited, non-exclusive, non-transferable, revocable limited license to REDX Leads for which the Subscriber has purchased as part of his Subscriptions. This limited license permits the Subscriber to utilize REDX Leads for their individual purposes. Subscriber acknowledges that REDX Leads are REDX’s trade secret, proprietary information, and agrees not to share, copy, reproduce, or redistribute REDX Leads without the express written permission of REDX.

2. Disclaimer. REDX has made reasonable best efforts to ensure accurate information in all REDX Leads and data append services, and to provide it in a timely, accurate manner, including reliable acknowledgement of individuals listed on the National Do Not Call Registry. However, REDX assumes no responsibility for the accuracy of REDX Leads or any errors, misrepresentations, or inaccurate information contained therein. REDX provides this content “as is” and without warranties of any kind, either expressed or implied. Neither does REDX warrant uninterrupted, error free functionality for its Software and services.

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 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 the cancellation policies of REDX. 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 change Annual, Semi-Annual and Quarterly Billing Cycle to a Monthly Billing Cycle at the then current subscription rate. REDX will attempt to provide notice to Subscriber and Subscriber may determine to update the payment information, and may also elect to change the service plan to a different Plan type.

6. Payment Information and Charges

1. Charges. The REDX will charge subscriber for the following items:

   • Subscription Charge: recurring fee to receive services and limited use licenses for the Software and REDX Leads. This charge is determined by the Subscribers billing choices decided upon signup or as modified at their request. This charge is automatically billed at the beginning of each Billing Cycle.

   • Processing Fee: a one-time, non-refundable $10 processing fee for opening or reactivating an account.

   • Setup Fee: a one-time, non-refundable fee for training.

2. Free Trials. Billing for free trials, regardless of length, will automatically start at the end of the trial unless the Subscriber cancels the trial prior to that bill date. Failure to cancel a trial prior to its end will not justify a refund.

3. Overages. The REDX Expired Leads service is a data append service which appends missing owner contact information for Expired MLS listings. REDX purchases data from industry leaders to help provide the most accurate information for their Subscribers. Because of abuse by Subscribers, REDX has limited Subscribers to 2000 successful “lookups” per month. For the purpose of this agreement, a “lookup” shall constitute the data append process REDX has developed for finding missing owner contact information. REDX will charge subscribers an overage fee of $0.12 per additional “lookup” over the 2000 lookup limit. Overage fees will not be refundable under any circumstances as they represent real charges incurred by REDX in providing this service. REDX further reserves the right to cancel or terminate any account for excessive, abusive, or inappropriate use in the number and type of addresses submitted for research.

7. Termination

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 support@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 email must be received at least five (5) business days prior to the beginning of their next Billing Cycle.

Subscriber understands and agrees that in the event that REDX is unable to resolve computer related technical issues that Subscriber may terminate service at anytime with no expectation of a refund of fees.

8. Personal Assistant

As applicable to subscribers of REDX Expireds, and for markets in which REDX provides the eXpired Listing Assistant (“XLA”) program: Subscriber is a licensed Real Estate Agent and wishes to 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 Subscirber’s RolEDX 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.

9. 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.

10. 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.

11. Indemnification

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.

12. 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

13. Survivorship

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.

14. 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.