TERMS OF USE BUYER AGREEMENT
This Agreement (this "Agreement") is between VirginiaMLS.com
Realty, Inc. (sometimes referred to in this Agreement as "Broker," "We," "Us" or
"Our") and you, the visitor to this Broker Web site (the "Site") identified in
the name field on the Registration Section where you entered your name (you are
sometimes referred to in this Agreement as "You" or "Your"). For purposes of
this Agreement, the term "Site" includes Our private, restricted-access Intranet
Web site and the associated services We provide.
The purpose of this Agreement is to identify You and to confirm your interest in
buying or selling real property so that We may perform certain services for You,
including services We provide on or through the Site. In order to give You an
opportunity to get to know Us and Our Site, We are willing to provide You with
certain limited access to certain otherwise restricted areas our Site without
the obligation for You to enter into a formal brokerage relationship with Us. In
consideration of this access and the services We agree to perform for You in the
course of evaluating Us and Our Site, You agree to this Agreement, and agree to
comply with the following terms and conditions at all times:
1. Commissions. You agree that, unless otherwise agreed upon, We will be
compensated by the Listing Broker or by the Owner of the Property.
2. Eligibility for Use. In using the Site, you are expected to be a good
Internet citizen, and to be eligible to use Our Site, you must meet certain
criteria. Accordingly, as a condition of accessing and using Our Site, You
affirm that you are a bona fide prospective buyer or seller of real estate in
the United States, that You are acquiring Our services for the purpose of buying
or selling real estate in the geographic areas where We are licensed and
operating, that You will not use Our Site for unlawful purposes, and that You
are eighteen (18) years of age or older. We reserve the right to refuse service
and to terminate accounts in Our sole discretion, such as, for example, if You
engage in illegal conduct using the Site or if Your conduct is or may reasonably
be harmful to Our interests, the interests of Our affiliates, or of other users.
3. You Must Have No Conflicting Obligations. In the real estate industry
it is very important that You not enter into multiple agreements, to avoid the
risk that You will be responsible to pay multiple commissions and that We will
be drawn into a commission-dispute. To that end, by entering into this Agreement
or using the Site, You affirm that You have not signed or otherwise entered into
any agreement with a real estate agent or agency that prevents You from entering
into this Agreement with Us and, at the present time, You further affirm that
You are not working with another real estate agent or agency on a formal or
informal basis.
4. Information You Provide. Although registration on this web site is not
required, You must first complete the registration form to access the majority
of this web site. During registration, You are required to give contact
information (such as email address and password) and You may provide additional
personal information (such as name, address, and phone number) so that We can
provide a more personalized experience on our Site. This information is used to
contact You about the services on our Site for which You have expressed
interest. You agree to (i) provide true, accurate, and current information about
yourself as part of the registration process, and (ii) maintain and update this
information and ensure that it remains true, accurate, and current. You agree
that We are the sole owner of the information collected on this Site. Our use of
information You submit via the Site is subject to the terms and conditions of
our PRIVACY STATEMENT and We agree not to use this information in ways that are
inconsistent with the terms and conditions of our Privacy Statement. The terms
of Our privacy statement are incorporated into this Agreement by this reference.
5. Property Searches. We want to be responsive to Your needs and
requirements. However, we are dependent on You to provide Us with the proper
information. You agree and understand that Our property searches for You will be
restricted to the price range You provide Us and You further agree that Your
initial, indicated, price range is within Your general area of affordability.
6. Legal Compliance. We respect other parties' intellectual property
rights and expect You to do the same. You agree to abide by all copyright and
other intellectual property rights notices and restrictions placed on the
content of the Site ("Site Content"), including but not limited to, any material
or data where the copyright is held by Us, by Metropolitan Regional Information
Systems, Inc. ("MRIS"), by another broker or by others. As part of this
obligation, You agree not to remove, modify or obscure any of these notices, or
any additional information provided along with them. In addition, You agree to
Use the Site and the Site Content only in a lawful manner and for lawful
purposes, consistent with the maintenance of Our rights and the rights of Our
licensors.
7. Use of Site Content. You agree that any copies of property listings or
other Site Content, whether in electronic or any other form, will be solely for
Your exclusive, personal, non-commercial use. You agree that You will not sell,
reproduce, re-commercialize, or otherwise use or distribute any of the Site or
the Site Content for any commercial purpose, in whole or in part, or in any
manner.
8. Licensed Agents. You agree that if You hold any type of real estate
license, including, but not limited to a broker, associate broker or salesperson
license, You shall immediately advise Us by telephone, facsimile, e-mail, or
chat via Our Site, and will wait for Our authorization before You may access any
password protected materials We may offer, including house listing data or other
data compilations. As noted above, You understand and agree that We may deny or
terminate access to any Real Estate Agent or any other user in Our sole
discretion.
9. No Circumvention. We are allowing You to access the Site so that You
may get to know Us better. You agree not to seek to circumvent Us or to harm Our
relationship with any seller of any property introduced to You by Us (e.g., by
either attempting to gain access to any such property or by speaking to or
otherwise communicating with the owner of any such property, other than via
appointment arranged by or through Us).
10. Replacement Agreements. If You commence any property showings or
physical home tours with Us, You will be requested to enter into a hard copy
written agreement with Us (a "Replacement Agreement") to address Your particular
needs or requirements, and to further define Our relationship with You. The
Replacement Agreement may supersede some or all of this Agreement with respect
to its subject matter.
11. Our Additional Obligations to You. We agree to: (i) use our
reasonable commercial efforts to obtain and maintain on the Site current
listings from the MRIS system; (ii) provide reasonable assistance when requested
by You if You are having difficulty either in locating suitable properties that
meet Your home criteria or in navigating Our Site; and, (iii) use Our good faith
efforts to procure for You, if You request a property viewing, an appointment to
show such property to You, provided that You have entered into an appropriate
Replacement Agreement with Us.
12. Our Representation of Other Purchasers. You acknowledge and agree
that We may also represent other prospective buyers as their broker in
connection with their seeking to purchase properties that may meet Your
criteria, and that nothing in this Agreement shall prevent Us from doing so.
13. Do Not Abuse Your Rights to Use the Site. You agree not to: (i)
directly or indirectly exceed Your authorization to Use the Site or any of the
Site Content, including by making unauthorized reproductions of the Site or by
accessing any data, information or any other portions of the Site Content, or by
taking any action to obtain services not intended for You or Your use; (ii)
tamper, hack, modify the Site or any part of the Site, or to otherwise corrupt,
avoid, or circumvent any security or authentication measures applicable to the
Site or any part of the Site; (iii) post, email or otherwise transmit or use the
Site in furtherance of any unlawful, harmful, harassing, defamatory,
threatening, vulgar, hateful or otherwise objectionable material of any kind,
including any use of profanity, expletives, derogatory comments or any terms or
phrases that discriminate based upon race, color, sex, religion, handicap,
familial status or national origin in any communications on or through the Site;
or (iv) otherwise interfere with any other party's use or enjoyment of the Site.
14. Use of the Site is at Your Risk. You agree that all use of the Site
is at Your own risk. If Your use of the Site or any of the Site Content results
in the need for servicing or replacing property, material, equipment or data,
You agree We shall not be responsible for those costs.
15. Limitation of Liability. WE ARE PROVIDING YOU WITH ACCESS TO THE SITE
AND THE SITE CONTENT DURING THE TERM OF THIS AGREEMENT AT NO COST IN FURTHERANCE
OF YOUR GETTING TO KNOW US AND EVALUATING OUR SERVICE. YOU AGREE THAT IN NO
EVENT SHALL WE, MRIS, ANY OTHER BROKER OR ANY OF OUR OR THEIR RESPECTIVE
SUPPLIERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT OR THE USE OF THE SITE (OR ANY PART OF THE SITE),
INCLUDING FOR ANY DELAY OR INABILITY TO THE SITE WHETHER BASED ON CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF WE, MRIS, ANY
OTHER BROKER OR ANY OF OUR OR THEIR RESPECTIVE SUPPLIERS, LICENSORS OR SERVICE
PROVIDERS (AS THE CASE MAY BE) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
IF THE FOREGOING LIMITATIONS ON LIABILITY ARE HELD TO BE UNENFORCEABLE IN WHOLE
OR IN PART FOR ANY REASON, THEN OUR MAXIMUM, AGGREGATE LIABILITY ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE USE OF THE SITE SHALL BE
LIMITED TO THE LESSER OF YOUR DIRECT DAMAGES OR FIVE HUNDRED DOLLARS ($500).
16. Disclaimer of Warranty. YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND
SITE CONTENT ARE PROVIDED ON AS "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. We, MRIS, any
other broker and Our or their respective content Licensors do not warrant the
accuracy, usefulness, reliability, timeliness, legality, or completeness of the
Site or any part thereof. We also do not warrant that the Site will be
completely error-free, virus-free, or that it will operate in an uninterrupted
manner, or that defects, errors or omissions will be corrected.
17. Indemnification. You agree to indemnify and hold Us and Our licensors
and service providers harmless, and, at Our request, to defend Us and our
licensors and service providers from and against any claim, demand, cause of
action, debt, loss or liability, including reasonable attorneys' fees, to the
extent that such action is based upon, arises out of, or relates to: (i) Your
use of (or inability to use) the Site; (ii) Your violation of the terms and
conditions of this Agreement; or (iii) any other activities of Yours
accomplished using the Site or any of the Site Content.
18. Links. You acknowledge that this Site includes hyperlinks to Web
sites operated by third parties. These links are provided solely as a
convenience and reference for You. We are not responsible for the content of
such linked sites. Inclusion of any such third-party hyperlinks shall not be
construed as an endorsement, sponsorship, or approval of any linked site or any
of its content.
19. Effectiveness of this Agreement and Renewal. This Agreement will
commence on the date (the "Commencement Date") when You select the "I Agree"
button and enter, Your name, an E-Mail address and a termination date (the
"Termination Date") in the spaces provided at the end of this Agreement and You
receive a confirmatory E-Mail from Us at Your E-Mail address (which will provide
You with a password to gain access to Our private, restricted-access Intranet
Site maintained for the exclusive use of Our prospective clients/customers like
You). You may extend the term of this Agreement without losing Your portfolio
information by renewing this Agreement prior to its termination. Renewing this
Agreement means reading and understanding the current, posted version of this
Agreement, selecting the "I Agree" button, and entering the appropriate
requested information including the new termination date in the spaces provided
at the end of this Agreement.
20. Termination. This Agreement will terminate automatically and without
the requirement of any further notice or action at the earlier of: (i) 11:59
p.m. on the last day of the term ending on the Termination Date; (ii) Your
entering into a written Replacement Agreement with Us; or (iii) Receipt by Us of
a notice from You terminating this Agreement. Termination of this Agreement by
any event other than Your entering into a Replacement Agreement will result in
the following: (i) immediate termination of any relationship between You and Us;
(ii) immediate deletion of all content in Your portfolio; and (iii) immediate
termination of access to Our private, restricted-access Intranet Site.
21. Dispute Resolution. Except for the right to seek injunctive relief or
other equitable remedies, all claims, disputes and controversies and other
matters in question between the parties to this Agreement, arising our of, or
relating to this Agreement, or the breach thereof, which cannot be resolved by
the parties, shall be settled by binding arbitration pursuant to the rules then
in effect of the American Arbitration Association under its Commercial
Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Notwithstanding any provisions
in such rules to the contrary, the arbitrator(s) shall have no authority to add
or detract from the agreements of the parties.
22. Miscellaneous. This Agreement may not be amended except by written
instrument executed by both parties. This Agreement shall not be contravened by
any terms contained in any purchase order, confirmation or acknowledgment signed
by the parties hereto, and no modification or amendment of this Agreement shall
be deemed affected by any purchase order, confirmation or acknowledgment from
You containing other or different terms (any such terms shall be considered
proposals by You which are hereby rejected). This Agreement shall be governed
by, and construed in accordance with, the laws of the State of our incorporation
applicable to contracts made and performed in said State. This Agreement
contains the entire understanding of the parties and supersedes all previous
oral and written agreements on its subject matter.