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Home2Close User Terms (Last Update: June 6, 2019)

Home2Close, LLC (“H2C”, “we”, “us”, or “our”) operates the Home2Close website at www.home2close.com, any companion mobile application that links to these User Terms and the related software and service offerings (the “Services”). These User Terms (this “Agreement”) apply to your use of the Services. The Services provide an interface between real estate agents and vendors, and for the agents with their buyers and sellers of real property (the clients of the real estate agents) to coordinate closing of a property purchase/sale and related services. This Agreement is a binding agreement between each user of the Services (“you”) and H2C.

All of the terms of this Agreement apply across users of the Services except for the specific terms immediately below, which apply specially to real estate agents, vendors, and clients of real estate agents, respectively.

If you are a Real Estate Agent, these specific terms apply to you: H2C is not a licensed real estate broker in any state and is not providing real estate brokerage or sales services. Nor is H2C providing legal advice, mortgage lending or property management services. H2C offers an online platform to help facilitate real property closings and ancillary services and matters at your instruction and subject to your professional judgment. The Services are merely a tool to assist agents and do not substitute for or replace a real estate professional’s professional judgement. You are responsible to comply with all applicable laws and rules of professional conduct and licensing requirements in your industry, and to ensure the accuracy of any information related to one of your transactions.

If you are a Vendor, these specific terms apply to you: H2C’s Services are a platform to help facilitate real property closings and ancillary services and matters. Real estate agents and their clients, and not H2C, would be customers of your services. H2C is not responsible for the terms on which you provide services to your customers or your customers’ obligation to pay you, or failure to do so. H2C is merely a social platform to facilitate introductions, relationship building, referrals and related communications. While creating a profile to use the Services to help promote your own business is free, you will owe H2C a fee for each referred job that you accept through the Services platform to assist a real estate agent or their client. Whether you elect to pass the cost of such fee to your customer is in your discretion, but as between you and H2C, you will owe the fee to H2C. H2C does not in any way endorse you or warrant or guarantee the quality of your services or your performance to your customers. You are responsible to communicate accurate information about yourself and your services through the Services. In addition to the payment terms in this Agreement, H2C will separately provide vendors with our “Vendor Payment Terms,” which may be updated from time to time, and which are hereby incorporated into and made part of this Agreement by reference.

If you are a Real Estate Agent’s Client, these specific terms apply to you: These terms apply to clients of real estate agents, whether buying or selling a property. Your real estate agent has elected to use the Services as a helpful tool, and you will have access to the Services only at the invitation of a real estate agent. By using the Services, you represent and warrant to H2C that you are either a buyer or seller of real property. You should direct any questions or concerns about how your agent is using or has directed you to use the Services to your agent. H2C is not your agent in any real property transaction. If you elect to use the Services or any vendors of which you or your agent become aware of through the Services, you do so voluntarily and your own risk. You and your agent are solely responsible for qualifying a particular vendor and checking their references. H2C does not represent, warrant or guarantee services you receive from vendors or that a particular vendor will meet your needs. The Services are merely a tool and do not replace or substitute for a real estate professional’s professional judgment to assist you in all aspects relating to your real property transaction.

BY CHECKING “AGREE” OR “ACCEPT” OR OTHERWISE CLICKING TO ACCEPT THIS AGREEMENT, YOU REPRESENT THAT YOU (A) ACCEPT THIS AGREEMENT ON BEHALF OF YOURSELF AND YOUR ORGANIZATION (IF YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION), AND (B) AGREE THAT THIS AGREEMENT IS LEGALLY BINDING ON YOU AND YOUR ORGANIZATION, IF APPLICABLE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, DO NOT USE THE SERVICES. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, A CLASS ACTION WAIVER, A DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY.

  1. Access Rights. Subject to the terms of this Agreement, H2C grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to use the Services, including to download, install, and use H2C’s mobile application on a mobile device controlled by you, solely for your individual business needs as a real estate agent, vendor or agent’s client.

  2. Access Restrictions; Reservation of Rights. You shall not: (a)  distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services; (b) impersonate another person or misrepresent your affiliation with another person or entity; (c) use the Services in any way that is unlawful, or harms H2C, its service providers, suppliers, or any other user; (d) copy the Services; (e)  modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services; (f)  reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof; (g)  remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof; or (h)  remove, disable, circumvent, or otherwise create or implement any workaround to any privacy protection, copy protection, rights management, or security features in or protecting the Services.

    You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services subject to all terms and conditions of this Agreement. H2C and its licensors and service providers reserve and retain all right, title, and interest in and to the Services, including all intellectual property rights therein.

  3. Payments. You may be required to pay fees to access certain features of the Services. All fees are in U.S. dollars and are non-refundable. If H2C changes the fees for all or part of the Services, including by adding fees or charges, H2C will provide you advance notice of those changes. If you do not accept the changes, H2C may discontinue providing the applicable part of the Services to you. H2C’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize H2C to charge all applicable fees for the Services you select to that payment method. If you pay any fees with a credit card, H2C may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

  4. Collection and Use of Your Information. You acknowledge that when you use, download, install, or interact with the Services, H2C may use automatic means (including, for example, cookies, web beacons, various identifiers) to collect information about your computer or mobile device and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of their features or functionality, and the Services may provide you with opportunities to share information about yourself with others. You agree that all information you provide will be complete and accurate. You will be responsible for all activities undertaken using your login credentials to any H2C account or service. You agree to notify H2C immediately upon becoming aware that your login credentials to any H2C account or service have been lost, stolen or used without you authorization. All information about you that we collect through or in connection with the Service is subject to our Privacy Policy. By using the Services, you consent to our use of your information in compliance with the Privacy Policy.

  5. Updates. H2C may from time-to-time in its sole discretion develop and provide software updates to its website and mobile application, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that H2C has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality of the Services. You agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

  6. Third-Party Materials. The Services may display, include, or make available third-party content (including available vendor services and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that H2C is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. H2C does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions. H2C reserves the right to change, suspend, remove, or disable access to any Third-Party Material at any time without notice or liability to you. In addition, the Third-Party Materials and any content and services accessed from, may not be available in all locations. H2C makes no representation that such Third-Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such Third-Party Materials, you do so at your own initiative and risk.

  7. Inter-User Communications. From time-to-time, your real estate agent, if you are their client, may send notices, alerts, and messages to you through the Services. From time-to-time, vendors may also contact their customers (whether the real estate agent or the agent’s client) through the Services. You may change your notification preference settings in your profile in the Services. H2C will not be liable for the mis-delivery or non-receipt of any such notice or message.

  8. Suspension & Termination. H2C may suspend, interrupt, terminate or limit any or all functionalities of the Services without prior notice. An individual user may optionally suspend or cease using the Services in his/her discretion. If you are a vendor, be sure that suspending use of the Services will not interrupt open jobs with your customers. If you are a real estate agent, be sure that suspending use of the Services will not negatively impact your clients or pending closings.

    This Agreement will apply to you, regardless what type of user you may be, for so long as you access or use the Services or retain any copies of the mobile application on your mobile device, whichever is longer. H2C may terminate this Agreement at any time without notice and concurrently make all access to the Services inaccessible. Your rights to use the Services under Section 1 of this Agreement will terminate immediately and automatically without any notice requirement if you violate any of the terms and conditions of this Agreement. Upon such termination, all rights granted to you under this Agreement will also terminate and you must cease all use of the Services and delete all copies of the mobile application from your mobile device. Termination of your rights to access the Services will not limit any of H2C’s rights or remedies at law or in equity. Sections 2, 3, 4, 8, 9, 10, 11, and 12, as well as the sections for individual users at the top of this Agreement shall survive termination of this Agreement.

  9. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, H2C, FOR ITSELF AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

    H2C MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY PARTICULAR SMART PHONE OR OTHER DEVICE OR OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

  10. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL H2C, ITS AFFILIATES, LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICES FOR:  (a)  PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (b)  DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR H2C WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

  11. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS H2C, ITS SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING FROM OR RELATING TO YOUR USE OR MISUSE OF THE SERVICES OR YOUR BREACH OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO INFORMATION YOU MAKE AVAILABLE THROUGH THE SERVICES.

  12. Additional Terms:

    1. Export Regulation. The Services may be subject to United States export control laws. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

    2. Severability. If any provision of this Agreement is illegal, invalid or unenforceable under applicable law, such illegal, invalid or unenforceable provision shall be deleted from this Agreement and the remaining provisions will continue in full force and effect.

    3. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the state of North Carolina without giving effect to any choice or conflict of law provision or rule.

    4. Arbitration; Fees. Any controversy or claim arising out of or relating to this Agreement or the Application shall be settled by arbitration in Charlotte, North Carolina, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. For the avoidance of doubt, the foregoing arbitration provision does not apply to any action taken by H2C to enforce its intellectual property rights or to seek injunctive relief. If H2C is the prevailing party in any arbitration proceeding or lawsuit against or involving you, then you shall pay HSC’s reasonable attorneys' fees, costs and expenses incurred in such arbitration proceeding or lawsuit. Arbitration proceedings are confidential, unless all parties agree otherwise in writing.

    5. Waiver of Class Action. Neither you nor H2C shall be entitled to join or consolidate claims in arbitration by or against other users with respect to other accounts, bring mass, class action, or consolidated claims in arbitration or in a court of competent jurisdiction, or arbitrate or litigate any claim as a representative or user of a class or in a private attorney general capacity. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator shall only have the authority to resolve individual disputes between you and H2C.

    6. Electronic Communications. You hereby agree to the use of electronic communications in order to enter into this Agreement, to create other records and to the electronic delivery of notices between you and H2C with respect to the Services and this Agreement.

    7. Entire Agreement. This Agreement and the Privacy Policy comprise the complete agreement between H2C and users of the Services regarding the Services, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

    8. Waiver & Amendment. No failure to exercise, and no delay in exercising, on the part of H2C, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. H2C may amend and update this Agreement in the future and any such amendment will be effective upon the earliest of H2C’s posting of the updated agreement on or through the Services, or H2C’s providing notice of the update to you otherwise. Your access or use of the Services after the effective date of any such amendment or update to this Agreement constitutes your acceptance of the amended or updated Agreement.

    9. Suggestions. With respect to any feedback, data, answers, questions, comments, suggestions, ideas or the like that you provide (“Feedback”) to H2C, whether using the Services, or otherwise, regarding the Services, you agree that: you have the right to provide the Feedback to H2C; H2C has no obligation to review, consider or act upon any Feedback; the Feedback is not confidential; and H2C has the irrevocable and unconditional right to use, implement, modify and publish the Feedback without attribution or compensation to you.

    10. H2C Contact Information. Questions or matters with respect to this Agreement or the Services should be directed to [email protected].