Temrs of use:
Updated December 20, 2023 Welcome and thank you for your interest in ListOnline and the ListOnline family of businesses (ListOnline, Inc., commonly doing business as “ListOnline.com,” and its affiliated brands as they may be created or dissolved from time to time, collectively “ListOnline, Companies,” “ListOnline,” “us,” “our,” or “we”). By registering a new account, or by otherwise using our websites, networks, mobile applications, or other services provided by the ListOnline Companies (collectively, the “Services”), or accessing any content provided by us through the Services, you agree to be bound by the following terms of use, as updated from time to time (the “Terms of Use”). ListOnline Companies’ Role: The ListOnline Companies, and the Services, may assist you in performing the various tasks in a real estate transaction. However, unless explicitly specified by the terms of use for a particular Service (each a “Product’s Terms”), THE SERVICES ARE NOT INTENDED TO provide you with any financial, real estate, or related advice of any kind. You understand and agree that the Services may include advertisements. To help make the advertisements relevant and useful to you, ListOnline Companies may serve advertisements based on the information we collect through the Services. A. ListOnline: ListOnline has a real estate broker license in certain states (see Section 21). However, unless provided for in your Product’s Terms, ListOnline assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you or any consumer takes based on the Services or any other information available through or in connection with the Services. Additionally, nothing contained herein or in a separate listing Agreement shall be construed as forming a broker-client relationship between you and ListOnline. Fees: Fees may be payable to ListOnline for the Services rendered and are final as set forth in your separate Agreement with ListOnline. Such fees are subject to change, but likely are substantially similar to the below: • Seller Fees: ListOnline, Inc. will charge a one-time, upfront flat fee of $99, with no additional and/or hidden costs to the seller. Real Estate Brokerages are required by state and federal law to securely store all transaction-related documents for a specified period. Normally, this cost is borne by the Seller at closing. Instead, ListOnline will deduct this cost from the Buyer’s Agent commission, if available. This deduction, equivalent to one percent (1%) of the total purchase/sale price of the Property as provided in the Closing Settlement Statement, shall be paid to ListOnline at closing. In cases where ListOnline serves as the Buyer’s Agent, Seller will be credited at Closing any commissions exceeding one percent (1%) of the total purchase/sale price of the Property. If there is no buyer's agent, then no compliance fee will be charged. For more information on our administrative and compliance fees, please visit our website at ListOnline.com. • Buyer Fees: ListOnline, Inc. will charge 1% of the total sales price, and credit the remainder of the commission to you at closing. ListOnline will credit the Buyer any Buyer’s Agent Commissions earned in excess of 1% of the total purchase/sales price of the Property, as detailed in the Closing Settlement Statement. This credit will be applied towards Closing Costs at the time of closing or delivered as Cash Back after the closing. In the event that the Listing Broker does not offer any Buyer’s Agent Commissions, the Buyer agrees to pay ListOnline a Buyer’s Agent Commission at Closing, equivalent to one percent (1%) of the total purchase/sale price of the Property. All such fees are due and payable on or before the date of closing. Any fees not paid by such point will incur a late charge of Ten Percent (10%) of the entire fees payable. Additionally, if any action is necessary to enforce or interpret the terms of this Section, ListOnline shall be entitled to have its reasonable attorneys' fees, costs and necessary disbursements reimbursed by you, in addition to any other relief to which it may be entitled. In light of recent developments in the real estate industry due to the pending class action lawsuit, Sitzer v. the National Association of Realtors, ListOnline hereby confirms that its typical fee arrangement is deliberately structured to adhere to all current statutes and common law regarding fee splitting and shall continue to diligently update its operation practices to accommodate for new developments of the same. Further, ListOnline represents that to its knowledge, the fee structures contemplated herein are compliant with all recent findings to date. Eligibility; Accounts and Registration: You must be at least 18 years of age to use the Services. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services complies with all applicable laws and regulations. When you register with ListOnline, you may be asked to provide us with some information about yourself, such as email address, phone number, or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up- to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others. Unless you have entered into a commercial agreement with us permitting you to use the Services for transactions on behalf of another person, you may use the Services only for transactions on your own behalf. Use of the Services; Restrictions: A. Use of the Services. As long as you comply with these Terms of Use, we grant you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services, and to download and use any materials for your personal use. If you are a real estate or mortgage professional acting in your professional capacity, you may additionally use the Services to provide information, to the extent permitted by applicable law, to your clients and to take actions on behalf of your clients (“Pro Use”). If you use the Services for a Pro Use, you represent and warrant that you have obtained all required authorizations and consents from your client. Except as expressly stated herein, these Terms of Use do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party web sites or otherwise. The Services may include software for use in connection with the Services. The Services may not be used for transactions in commercial real estate, which includes, without limitation, commercially zoned properties and vacation rentals. B. Use of Content: Subject to the restrictions set forth in these Terms of Use, you may copy information from the Services without the aid of any automated processes and only as necessary for your personal use or Pro Use to view, save, print, fax and/or e-mail such information. You are prohibited from displaying any other ListOnline Companies’ data without our prior written approval. Prohibited Use: BY USING THE SERVICES, YOU AGREE NOT TO: reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Services, except as explicitly permitted by any Product’s Terms to the extent applicable to that product’s Services; provide/post/authorize a link to any of the Services (including but not limited to an agent profile page) from a third-party website that is not a real estate-related website owned or operated by a real estate or lending professional or institution; remove or modify any copyright or other intellectual property notices that appear in the Services; use the Services in any way that is unlawful, or harms the ListOnline Companies, its service providers, suppliers, affiliates, or any other user; use the Services in any way to discriminate against any individual or class of individuals protected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes; distribute or post spam or other unsolicited messages, chain letters, pyramid schemes, or similar communications through the Services; impersonate another person, misrepresent your affiliation with another person or entity, or make any representation to any third party under false pretenses; reproduce, publicly display, or otherwise make accessible on or through any other website, application, or service any reviews, ratings, or profile information about real estate, lending, or other professionals, underlying images of or information about real estate listings, or other data or content available through the Services, except as explicitly permitted by us for a particular portion of the Services; upload invalid data, viruses, worms, or other software agents to the Services; post, reproduce, publicly display, or otherwise make accessible any content, which we, in our sole judgement and discretion, consider illegal, offensive or objectionable including without limitation content that harasses, discriminates, demeans, threatens or disparages any individual or class of individuals; interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures we may use to prevent or restrict access to the Services; conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, or any other automated activity with the purpose of obtaining information from the Services) on the Services; use any of the ListOnline Companies’ trademarks as part of your screen name or email address on the Services; access or use any of the Services to develop competitive products or services; or attempt to, permit or encourage any third party to, do any of the above. Additional Fees/Misc.: A. Generally: If we change the fees for all or part of any of the Services, including by adding fees or charges, we will provide you with advance notice of those changes. If you do not accept the changes, we may discontinue providing the applicable part of the Services to you. Our authorized third- party payment processors will charge the payment method you specified at the time of purchase or as agreed to as part of the selected Service. You authorize us to charge all fees as described in these Terms of Use for the Services you select to that payment method. If you pay any fees with a credit card, we 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. User Materials: A. UGC Definition; License Grant: Certain portions of the Services may allow users to upload or otherwise provide the ListOnline Companies images, photos, video, data, text, listings, and other content (“User Materials”). Absent any additional terms provided in your Product’s Terms, by uploading or otherwise providing User Materials to the Services, you grant us an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your User Materials, in connection with the Services or in any other media; and (ii) sublicense these rights, to the maximum extent permitted by applicable law. We will not pay you for your User Materials or to exercise any rights related to your User Materials set forth in the preceding sentence. We may remove or modify your User Materials at any time. You are solely responsible for all User Materials made through your user account(s) on the Services or that you otherwise make available through the Services. For all User Materials, you represent and warrant that you are the creator and owner of the User Materials, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize the ListOnline Companies and other users to access and use your User Materials as necessary to exercise the licenses granted by you under these Terms of Use. We will not use client contact information for any purpose, unless that client contact information is otherwise provided to us directly by the client. B. UGC Disclaimer: We are under no obligation to edit or control your User Materials or the User Materials of any other User and will not be in any way responsible for or liable for any User Materials. We may, however, at any time and without prior notice, screen, remove, edit, or block any User content on the Services, including User Materials, that in our sole judgment violates these Terms of Use or we find otherwise objectionable. You understand that when using the Services, you may be exposed to User Materials of other users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against us with respect to User Materials. We expressly disclaim any and all liability in connection with User Materials. If notified by a user or content owner that User Materials allegedly do not conform with these Terms of Use, we may investigate the allegation and determine in our sole discretion whether to remove those User Materials, which we reserve the right to do at any time and without notice. For more information on our handling of infringing content, please see Section 11 below. Third Party/Linked Services/Sent information: A. Generally: The Services include links to third-party products, services, and websites, as well as materials provided by third parties, and may include functionality that allows for the distribution of your User Materials or your personal information (collectively, your “User Information”) to third parties not under our control (each, a “Third-Party Provider”). Third-Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third party, and your dealings or business conducted with any third party arising in connection with the Services are solely between you and such third party. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. We do not endorse, and take no responsibility for such products, services, Web sites, and materials, or a Third-Party Provider’s use of your User Information. By using a tool that allows for User Information to be transferred, you agree that we may transfer the applicable User Information or other information to the applicable third parties, which are not under our control. If you submit a contact form or otherwise indicate your interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third- Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form. We are not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties. B. Certain Third-Party Services: (i) Referrals and Lead Sales. As part of the Services, you may be connected with a real estate professional. You authorize us to make such a referral or lead sale and acknowledge that we may be paid valuable consideration for facilitating such connection. As part of the Services, you may be connected to a party that provides mortgage loan origination services, title and escrow services, or other settlement services. If any of these parties have an affiliated relationship with any of the ListOnline Companies, then one or more of the ListOnline Companies may receive a financial or other benefit from the referral between such affiliates Non-Affiliated Financial Products. If you choose to contact a non-affiliated bank, mortgage lender, financial institution, mortgage loan originator, loan broker, or other mortgage professional through the Services by filling out a contact, other request form or otherwise indicating your interest in contacting (or being contacted by) a Third-Party Provider (including requests for mortgage rate quotes) on the Services, you authorize the ListOnline Companies in particular to provide the information you submit to the Third-Party Provider. If you include your name, contact information and other information in a request, your identity will no longer be anonymous to the Third-Party Provider. Your submission of information and any request for quotes through the Services is not an application for credit. In the case of non-affiliated financial products, the ListOnline Companies are only providing an administrative service to consumers and participating Third-Party Providers. Loan approval standards are established and maintained solely by individual Third-Party Providers. Decisions in any related non-affiliated transactions are made by participating Third-Party Providers and are not made by the ListOnline Companies and the ListOnline Companies are not responsible for the underwriting activities or credit decisions of any Third-Party Provider. Any non-binding quotes provided by the ListOnline Companies for Third-Party Providers’ financial products are not intended to be official Loan Estimates as defined in the Real Estate Settlement Procedures Act or the Truth in Lending Act, or to otherwise serve as a disclosure of any specific loan terms or conditions under any state or federal law. Interest rates displayed through the Services are for informational purposes only and reflect non-binding quotes of the terms a Third- Party Provider might offer an applicant fitting a consumer’s anonymous profile. Actual interest rates may vary. Consumers should rely on their own judgment in deciding which available loan product, terms, and Third-Party Provider best suit their needs and financial means. Except as set forth in Section 8(b)(i) above or as otherwise disclosed to you or provided in other Product’s Terms, the ListOnline Companies: (a) are not a Third-Party Provider, loan originator, loan processor or underwriter; (b) do not aid or assist applicants in obtaining loans, soliciting applicants or Third-Party Providers for loans, or offer or negotiate terms of applications or loans; (c) do not take mortgage applications, make loans or credit decisions, or prequalify or pre-approve applicants for loans; (d) are not an agent of either any consumer or any Third-Party Provider; (e) do not endorse, refer, or recommend any Third-Party Provider that pays the ListOnline Companies, or the products of any Third-Party Provider that pays the ListOnline Companies; (f) are not responsible for any errors or delays caused by consumers or any Third-Party Provider in the loan process; and (g) do not guarantee offer of, or acceptance into, any particular loan program or specific loan terms, conditions, or rates with any Third-Party Provider, or that any rates or terms will be the best available. Rental Products. If you choose to submit your information in order to submit a background or credit check, you are subject to the CIC and Experian terms as described in Section 8(C) below. We do not process, or store background or credit check information related to our rental products and do not control how a landlord uses background or credit check information in evaluating applications submitted to them. We do not guarantee any acceptance by a landlord of an application but do require all landlords using the Services to comply with the Fair Housing Act and other applicable laws. Intellectual Property: The Services are owned and operated by the ListOnline Companies. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Services (the “ListOnline Companies’ Materials”) that we provide are protected by intellectual property and other laws and are the property of the ListOnline Companies or the ListOnline Companies’ Third-Party licensors. Except as expressly allowed by these Terms of Use, you may not make use of the ListOnline Companies’ Materials, and the ListOnline Companies reserve all rights to the ListOnline Companies’ Materials and Services not granted expressly in these Terms of Use. Intellectual Property Notices: The names of actual companies, products, and services mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved. We do not assert copyright or grant any rights to the underlying images or descriptions of real estate listings provided through the Services. Any use of these images and descriptions is subject to the copyright owner’s permission and the requirements of applicable law. Feedback: If you choose to provide input and suggestions regarding the Services, including related to any of the ListOnline Companies’ Materials (“Feedback”), then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Services or create other products and services. DMCA; Claims of Copyright Infringement: We respect the intellectual property rights of others and ask that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify our copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information: (i) Identification of the copyrighted work that you claim has been infringed; (ii) Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it; (iii) Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and (iv) A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation. Notices of copyright infringement claims should be sent as follows: By Mail: ListOnline, Inc. 499 E Palmetto Park Rd, Ste 221, Boca Raton, FL 33432 Attention: Copyright Agent By Email: contact@listonline.com If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action. Deactivation/Deletion /Changes to Agreement: Except as stated in any Product’s Terms, you may deactivate your account at any time by giving notice to ListOnline If you deactivate or delete your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of these Terms of Use, your permission from ListOnline Companies to use the Services will terminate automatically. In addition, we may, in our sole discretion, deactivate, suspend, or terminate your access to your account and the Services at any time for any reason, with or without notice. We may alter, suspend, or discontinue the Services or any portion of the Services without notice. We will not be liable whatsoever for any change to the Services or any suspension or termination of your access to, or use of the Services. We reserve the right to change these Terms of Use at any time in its sole discretion on a going-forward basis, and we will make commercially reasonable efforts to notify you of any material changes to these Terms of Use. Your continued use of the Services after any updates are effective will represent your agreement to the revised version of the Terms of Use and will constitute acceptance of, and agreement to, any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. You are responsible for regularly reviewing these Terms of Use. For the sake of clarity, in the event you seek termination or cancellation of your Agreement after signing said Agreement with ListOnline and any of the Services have been provided by ListOnline, including dispatching yard signs, listing your property on MLS, and/or any photo editing, the Fees due herein shall be deemed non-refundable and any outstanding amounts shall be remitted immediately to ListOnline. This Section 12 survives any termination of your Agreement or closing of the transaction contemplated through your relationship with ListOnline, and shall not be subject to whether your listing has been removed from the MLS site. Cancellation of Listing and Surviving Rights: Every Listing Agreement with ListOnline has a set term duration. As such, your Listing Agreement with ListOnline shall survive any removal of your property listing from MLS or other similar circumstances. Further, ListOnline hereby reserves the right to claim its Fees above under any circumstances that result in your transaction closing during the term of your Listing Agreement. Indemnification: You agree to indemnify, defend, and hold harmless the ListOnline Companies, our affiliates, and our respective directors, officers, employees, and agents from any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Services; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Materials you upload to, or otherwise make available through, the Services; (f) your willful misconduct; and (g) any other party’s access to or use of the Services using your account and password. The ListOnline Companies reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with the ListOnline Companies’ defense of that claim. No Warranties: THE ListOnline COMPANIES PROVIDE THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LISTONLINE COMPANIES AND OUR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED. THE LISTONLINE COMPANIES AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY LISTONLINE COMPANIES’ ENTITY OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS OF USE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS, INCLUDING ALL USER AND LISTONLINE COMPANIES’ MATERIALS, AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHER OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. Limitation of Liability/Exclusive Remedy: IN NO EVENT WILL THE LISTONLINE COMPANIES OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES OR ANY MATERIALS ON THE SERVICES, WHETHER BASED ON: (A) BREACH OF CONTRACT; (B) BREACH OF WARRANTY; (C) NEGLIGENCE; OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF THE ListOnline COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LISTONLINE COMPANIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; OR (VII) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THE AGGREGATE LIABILITY OF THE LISTONLINE COMPANIES AND ANY OF OUR AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER UNDER CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (1) THE AMOUNT YOU HAVE PAID TO THE LISTONLINE COMPANIES FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; OR (2) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE 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. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE. Choice of Law; Disputes: These Terms of Use are governed by the laws of the State of Florida, without giving effect to its conflict of laws provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Palm Beach County, Florida for all disputes, claims, and actions arising from or in connection with the Services or otherwise under these Terms of Use. The ListOnline Companies operate the Services from our offices in Florida, and we make no representation that the Services are appropriate or available for use in other locations. General: You agree not to export from anywhere any part of the Services provided to you, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. All Services used by the U.S. Government are provided with the commercial license rights described herein. These Terms of Use may be amended only by a written agreement signed by authorized representatives of the parties to these Terms of Use. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are used solely for the convenience of the parties and have no legal or contractual significance. We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Services. Our failure to act with respect to a breach, or our choice to otherwise waive breach by you or others, does not waive our right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use, and all expressly incorporated terms and agreements, constitute the entire agreement between you and the ListOnline Companies with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and the ListOnline Companies with respect to the Services. The following sections of these Terms of Use shall survive any termination of these Terms of Use: 3, 5-8, 10-12, and 14-23. Owner Content: Owner Grant of License: You acknowledge and agree that if you contribute, provide, or make available any Content through the Service (“Owner Content”), you hereby grant to us a non- exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display, and otherwise exploit Owner Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, provided that with respect to your Personal Information, such right and license is subject to our Privacy Policy and applicable law. Owner Representation and Warranty: You represent and warrant that you own or otherwise have all the rights, power, and authority necessary to grant the foregoing license, and that Owner Content (i) does not infringe, violate, misappropriate, or otherwise conflict with the rights, including intellectual Property rights, of any third party, (ii) complies with all applicable laws and regulations, and (iii) must be complete, accurate and truthful. Owner Listings: You acknowledge and agree that if you submit a listing through the Service, you represent and warrant that (i) you own the property and have all rights to list the Property for sale or rent, as applicable, or that you are authorized to act on behalf of the Property Owner(s) to list the Property for sale or rent; and (ii) the listing of the Property is complete, accurate, and truthful. Certain Restrictions: You understand that you are liable for all Content and User Data, in whatever form, that you provide or otherwise make available to or through the Service, including to other Users. You agree not to use the Service to: upload, post, e-mail, transmit, or otherwise make available any Content or User Data that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable; upload, post, e-mail, transmit, or otherwise make available any Content or User Data that is false, inaccurate, incomplete, untimely, or misleading; target or harm minors in any way; facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes, and/or any other activity featuring the award of a prize other than raffles, contests, or sweepstakes conducted in a manner that complies with the law; impersonate any person or entity, including, but not limited to, a ListOnline representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or User Data transmitted through the Service; upload, post, e-mail, transmit, or otherwise make available any Content or User Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); upload, post, e-mail, transmit, or otherwise make available any Content or User Data that infringes any patent, trademark, trade secret, copyright, or other Intellectual Property or proprietary rights of any person or entity; upload, post, e-mail, transmit, or otherwise make available any Content or User Data related to the sale, lease, rental, or provision of goods and services other than any Content or User Data related to the sale, lease, rental, or provision of Properties and related goods and services offered by Owners in conjunction with Properties; upload, post, e-mail, transmit, or otherwise make available any Content or User Data that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Service in a manner not permitted by these Terms or expressly authorized by ListOnline; interfere with or disrupt the Service or servers or networks connected to the Website, interfere with the use of the Service by others, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website; intentionally or unintentionally violate any applicable law or regulation; use an inappropriate username of any kind; provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; stalk or otherwise harass any person or entity; or collect or store Personal Information about other Users in connection with the prohibited conduct and activities set forth in the paragraphs above Consent to Communications: By using the Services, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, surveys, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. The Services may provide web forms, links, or contact information, including phone numbers, which can connect you with the ListOnline Companies or third parties, such as real estate agents and Third-Party Providers. Communications through these methods may be routed through a third-party service (“Communications Service”). Calls may be recorded or monitored for quality assurance, training, or customer service purposes. You will be notified at the beginning of a call if it may be recorded or monitored. You consent to such recording and monitoring by ListOnline Companies or the Communications Service. We also use the Communications Service to track phone calls and text messages between you and real estate professionals so that we and the real estate professional can access certain details about the contact. As part of this process, we and the Communications Service will receive in real time, and store data about your call or text message, including the date and time of the call or text message, your phone number, and the content of the text message. You consent to these practices by us and the Communications Service. Notice to California Residents: If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service. Contact Information and License Disclosures: The Services are offered by ListOnline and its affiliates, located at 413 E Palmetto Park Rd, 646, Boca Raton, FL 33432. You may contact ListOnline Companies by sending correspondence to that address or emailing contact@listonline.com. Arbitration / Class Action Waiver / Venue: Any controversy or claim between or among the parties, including those arising out of or relating to these Terms of Use and any claim based on or arising from an alleged tort, shall at the request of any party be determined by arbitration. The arbitration shall be conducted in the State of Florida, in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision, and under the Commercial Rules of the American Arbitration Association (the "AAA"). The arbitrator(s) shall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. By accepting these terms and conditions, you consent to resolve any conflicts or claims with ListOnline on an individual basis and not as part of any class, consolidated or representative proceeding. Moreover, you agree not to participate in any class action, consolidated or representative proceeding brought by any third party arising out of or in connection with the Services and/or terms and conditions. If any court or arbitrator decides that the above waiver is invalid or unenforceable or that arbitration can proceed on a class basis, then the dispute or claim will not be subject to arbitration. For any disputes or claims not subject to arbitration, you give your consent to exclusive jurisdiction and venue in the federal courts sitting in Palm Beach County, Florida, or, if there is no federal subject matter jurisdiction, in the state courts sitting in Palm Beach County, Florida. You also waive any objections to the laying of the venue of any such proceeding brought in such court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum.
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