TERMS AND CONDITIONS FOR REALTORS
Effective: June 11th, 2019
These Terms and Conditions (“Agreement”) constitute a legal agreement between OC|RealtorDirect and its affiliates Black Ink Mortgage and GOTOHOME on one hand (collectively “we” “our” and “us”), and real estate professionals that use our Services (“you,” “your” or “Realtor”). If you are using the Services on behalf of an organization, you agree to this Agreement for such organization and you represent and warrant that you have the authority to bind such organization to this Agreement (in which case, “you,” “your” and “Realtor” will refer to that organization).
- “Customer” means any person, homebuyer or home seller who we introduce, send or refer to you by email, fax, phone or other method of communication.
- “Qualified Customer” means a Customer that has consummated a real estate transaction with you.
- “Qualified Transaction” means a real estate transaction with a Qualified Customer.
- “Referral Fee” means the amount a Realtor owes to us after the completion of a Qualified Transaction.
OC|RealtorDIRECT is a real estate directory that connects Customers to Realtors. Realtors may apply for consideration to be listed in our directory. We will decide, in our sole discretion, whether to accept you in our directory and which city to associate with your profile. If you are approved, you will receive the following services (“Services”):
- A webpage featuring your profile as a “BEST of the BEST” Realtor in a particular city; and
- An ongoing monthly subscription to our website marketing platform.
- Changes to the Agreement
Occasionally we may make changes to the Agreement. When we make material changes to the Agreement, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice on the website or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Services after the changes have been made will constitute your acceptance of the changes. Please make sure you read any such notice carefully. If you do not wish to continue using the Services under the new version of the Agreement, you may terminate your account as discussed in Section 4 below.We reserve the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. We will not be liable to you or any third party for any modification, suspension, or termination of the Services.
- Payment, Billing, and Term of Agreement
Non-Refundable Initial Deposit. In order to receive our Services, you agree to an initial term of six months (the “Initial Term). During the Initial Term, we will charge you a non-refundable fee of $954 (the “Initial Deposit”), billed at $159.00 per month for six months. If you cancel during the Initial Term, you will be responsible for the remaining balance of your Initial Deposit upon cancellation.
Subscription Term. Following the Initial Term, we charge a monthly subscription fee of $159.00 per month (the “Subscription Term”). Your subscription will automatically renew at the end of each month, unless you have given us at least 30 days prior notice of cancellation. We do not provide refunds or credits for any partial subscription periods, except as provided in our “Money-Back Guarantee” below.
Money-Back Guarantee. Following the first year of Services, which includes six months of the Initial Term and six consecutive months of the Subscription Term, we will reimburse you 100% of your subscription fees ($954) if you do not receive any commissions in connection with a Qualified Transaction. This Money-Back Guarantee is a one-time only offer. You must notify us via email at Broker@gotohome.com or call us at 949-348-0669 within 30 days after the first year of Services. For example, if you began your Services on January 1, 2019, you can claim your Money-Back Guarantee between January 1, 2020 and January 31, 2020.
Referral Fees. In the event you receive a commission for services in connection with a Qualified Transaction, you agree to pay us a 5% Referral Fee based on the total commission your brokerage receives from the transaction, except where prohibited by law. You agree to notify us via email at Broker@gotohome.com and call us at 949-348-0669 within 24 hours of signing a Listing Agreement or within 24 hours of receiving a call from a Prospective Buyer. Referral fees are to be made payable to ‘GOTOHOME’; our parent corporation located at 17011 Beach Blvd, Suite 900, Huntington Beach, CA 92647.
Cancellation. Please send your cancellation requests via email to Broker@gotohome.com or by calling us at 949-348-0669.
- Realtor Representations and Warranties
Realtor represents the following:
- You are a real estate salesperson or broker with a current and valid license, of legal age, and capable of forming a legally binding contract.
- You have complied with all real estate licensing laws and have adequate and appropriate insurance coverage.
- You will promptly maintain and provide us with updates of any changes in your license status.
- All information you submit to us is true and complete and you will maintain and promptly update your profile or other information you provide to us or any Customers.
- You have obtained your broker’s or other permission to use the Services, if required.
- All information you submit to Customers about your services is your responsibility and not a OC|RealtorDIRECT offering of any Service.
- Your services do not violate any applicable laws or regulations.
- You understand that we reserve the right to terminate your participation and your inclusion on our website for any reason at our sole discretion.
- You agree that a Customer is any person, homebuyer or home seller who we introduce, send or refer to you by email, fax, phone or other method of communication.
- You will not use the lead information and details you obtain from us to locate, identify or directly contact a home seller or home buyer in any manner without first accepting this Agreement.
- You will provide Customers with all information and notices legally required with all real estate licensing and regulatory requirements applicable to real estate agents.
- You agree that this a non-exclusive relationship, however, you will only share information regarding Customers we refer to you as reasonably necessary in connection with pursuing Qualified Transactions.
- You will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with this Agreement, including without limitation those related to privacy, electronic communications and anti-spam legislation.
- You will provide your services to each Customer in an efficient, professional, good and workmanlike manner, in accordance with industry standards of care and skill and in compliance with all applicable laws and regulations.
- You acknowledge and agree that Customer is not obligated to work with you, and that you are not obligated to work with Customer.
- You must accept this Agreement each time you accept a Customer referral from us.
- If you engage in a new transaction with a Customer following a Qualified Transaction with such Customer, you are deemed to have accepted this Agreement for any subsequent Qualified Transaction.
- You agree to allow OC|RealtorDIRECT to publish the content of your Listings including images and videos on our site and to have us publish these on any of our social media sites including facebook, Instagram, YouTube and Linked in. From time to time, we may elect to establish other social media pages for OC|RealtorDIRECT. Your agreement will extend to these as well. The purpose is to help bring prospects to our website and or your page.
- Realtor Submissions and Content
We may provide you with interactive opportunities through the Services. You represent and warrant that you are the owner of, or otherwise have the right to provide, all Realtor Content that you submit, post and/or otherwise transmit through the Services. You hereby grant us a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the Realtor Content in connection with our business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you, except as otherwise required by law. Realtor Content includes, but is not limited to, your Listings, image, public profile on third-party sites.
You shall use the proprietary or non-public information disclosed by us, including but not limited to Customer personally identifiable information, (“Confidential Information”) only in performing under this Agreement and shall retain the Confidential Information in confidence and not disclose to any third party (except as authorized hereunder) without our prior written consent. Except as otherwise set forth herein, all Confidential Information shall remain our sole property. Agent shall hold our Confidential Information in strict confidence in perpetuity.Notwithstanding the foregoing, your confidentiality obligations hereunder shall not apply to information which: (a) is already known to you prior to disclosure by OC|RealtorDIRECT; (b) becomes publicly available without fault of Realtor; (c) is rightfully obtained by you from a third party without restriction as to disclosure, or is approved for release by written authorization of OC|RealtorDIRECT; or (d) is required to be disclosed by law or governmental regulation, provided that you will provide reasonable notice to OC|RealtorDIRECT of such required disclosure and reasonably cooperate with OC|RealtorDIRECT in limiting such disclosure.
You agree to indemnify and hold harmless OC|RealtorDIRECT and our officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your Realtor Content; (b) your misuse of the website or Services; (c) your violation of this Agreement; (d) your violation of any applicable laws, rules or regulations through or related to the use of the Sites or Services; (e) death or personal injury (including bodily injury) to any person, destruction or damage to any property to the extent caused by negligent or willful acts, errors, or omissions by Realtor, its employees, officers, agents, representatives, or subcontractors in the performance of these Realtor Terms; (f) any unauthorized representations or warranties made or given by Realtor, its employees, officers, agents, representatives, or subcontractors in respect of the Services; (g) the breach by Realtor of any representation or warranty made by Agent hereunder; or (g) any alleged failure by Realtor to satisfy any tax or withholding obligation.In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. Notwithstanding the foregoing, we reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Sites or Services.
- Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT OF LAW, YOUR USE OF THE SITES OR SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SITES AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SITES OR SERVICES, OR THE SERVICES, TEXT, GRAPHICS OR LINKS.
WE DO NOT WARRANT THAT THE SITES OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE SITES OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SITES OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
- Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE TWO (2) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITES, OR ANY OTHER ITEMS OR SERVICES PROVIDED BY US, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. WE ACKNOWLEDGE THAT THE SITES (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY TURBO IN CONNECTION WITH THE SITES) ARE PROVIDED “AS IS” AND THAT WE MAKE NO WARRANTY THAT THE SITES WILL BE FREE FROM BUGS, FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO THE SITES WILL BE UNINTERRUPTED.
- No Agency; No Third Party Beneficiary
You shall, in all matters relating to this Agreement, act as an independent party. In all such matters, Realtor (or any of its representatives) shall not act as, or represent itself to be our agent, partner or co-venturer and shall have no right or authority to assume or create any obligation, liability, responsibility whatsoever, express or implied, or to bind us in any way whatsoever unless expressly authorized in writing. Except for the Indemnified Party, there are no third party beneficiaries of this Agreement.
You will not act as our employee under the meaning of or application of any United States federal or state laws relating to unemployment insurance, old age benefits, social security, worker’s compensation, or any regulations which may impute any obligation or liability to us by reason of an employment relationship.You will not pledge our credit nor hold yourself out as our agent. All of your employees or agents are deemed to be exclusively your employees or agents, under your direction and control.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.All disputes and claims of any type or description arising out of or related to this Agreement, including but not limited to tort claims or claims for breach of contract, shall be submitted to and determined by final and binding arbitration. Either party may initiate arbitration proceedings upon notice to the other party and to the American Arbitration Association (“AAA”). Such proceedings shall be conducted by three arbitrators under the Commercial Arbitration Rules of the AAA or such other rules adopted by the AAA. The notice of arbitration must specify all alleged disputes or claims. The arbitration shall be conducted by the AAA in the State of California, in Orange County. The three arbitrators shall be chosen from a list of arbitrators that the AAA proposes to the parties or according to any other procedures that are adopted by the AAA or other arbitrators acceptable to the parties. If the parties do not agree to any arbitrators within 15 days after the receipt of each party of the list of arbitrators submitted by AAA, then at the request of any party to the arbitration proceeding, the AAA shall select such arbitrators at its discretion. Judgment on the award of the arbitrators may be entered in any court of competent jurisdiction.Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).THIS PROVISION IS A WAIVER OF YOUR RIGHT TO HAVE DISPUTES OR CLAIMS ARISING OUT OF THIS AGREEMENT TO BE RESOLVED IN THE COURTS, INCLUDING THE RIGHT TO A PUBLIC HEARING, TRIAL BY JURY, THE RIGHT TO CONDUCT DISCOVERY, AND THE RIGHT TO APPEAL ANY JUDGMENT, AS WELL AS ANY BENEFITS THAT COULD FLOW FROM THE ABOVE RELINQUISHED RIGHTS. IF YOU HAVE ANY QUESTIONS OR RESERVATIONS ABOUT THIS ARBITRATION PROVISION, YOU SHOULD DISCUSS IT FULLY WITH AN ATTORNEY BEFORE ACCEPTING THE TERMS OF THIS AGREEMENT.Waiver of Class or Consolidated Actions. YOU AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor we are entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in court.Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor we can force the other to arbitrate as a result of this Agreement. To opt out, you must notify us in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your email address (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: Broker@gotohome.com. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
- Exclusive Venue
To the extent the parties are permitted under this Agreement to initiate litigation in a court, you agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively within the State of California for courts situated in Orange County, California, or in federal court for the Santa Ana division of the Central District of California.
- Choice of Law.
This Agreement is governed by the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.
Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, provided that the allocation of risks in this Agreement is given effect to the fullest extent possible.
- Electronic Communications.
For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.
These Agent Terms may not be assigned or transferred (by operation of law or otherwise) by Agent without our prior written consent. Subject to the foregoing, these Agent Terms shall inure to the benefit of, and be binding upon, each party’s successors and permitted assigns.
- Entire Agreement.
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
- Contact Information
If you have any questions, please contact us at:
17011 Beach Blvd Suite 900
Huntington Beach, CA 92647