TERMS AND CONDITIONS
Consumer Terms of Conditions
Your use of the Site constitutes your agreement to follow and be bound by these Terms of Conditions(“Terms”).
Consumer Terms of Conditions
This Terms and Conditions (“Terms”) applies to the use of the ourtopagent.com (“Site”), including by both consumers and Professionals. “Professional(s)” means individuals, companies and other organizations or persons acting as real estate professionals or otherwise engaged in a business relevant to the Site, including, without limitation, real estate agents, real estate brokers, providers of moving-related services, products or information, homebuilders, lenders, brokers, real estate professionals, remodelers, seniors-related housing, product or service providers, home service professionals and other service professionals. Except as otherwise indicated, Professionals, consumers and other persons using the Sites are individually and collectively referred to as “you,” and IDXM LLC, together with its affiliates PropertyUp Inc, is referred to as, “IDXM”, “we”, “us” and “our.” “Consumer” (or “consumer”) shall have its ordinary meaning but generally includes any visitor to or user of the Sites other than Professionals. We use the Sites to provide you with information, resources, tools, products and services specific to the real estate industry and related markets, and to provide you with information about us and our advertisers, and our respective products and services.
IDXM reserves the right to modify these Terms at any time. Property Up Inc is a licenced real estate Brokerage in the state of Illinois . OurTopAgent.com is owned and operated by IDXM LLC and is a real estate technology platform that offers users access, via mobile and desktop websites to residential and commercial real estate data from a combination of sources, including public records and the local multiple listing service (MLS). Site offers Professionals marketing services via multiple online and offline methods. These terms and conditions apply whether you were invited to Site by a real estate agent or came to Site on your own.
ACCEPTANCE OF TERMS
By accessing Site, you are agreeing to the following terms and conditions:
You acknowledge that the individual multiple listing service (MLS), which supplies the listing data, owns such data and you acknowledge the validity of the MLSs copyright to such data. You also acknowledge that the individual MLS is authorized to access this Web site for the purpose of monitoring compliance with MLS rules.
Site also displays non-MLS data from 3rd party providers, which own and have copyright to such data. The MLS is not responsible for the content of such 3rd party data.
All data obtained from this Web site is intended only for your personal, non-commercial use. You will not copy, redistribute or retransmit any of the data or information provided.
The one or more Platforms product uses Google Maps API(s) Services and Customer agrees to be bound by the Google Terms of Service found at Google’s Terms of Service and Google Privacy Policy.
Permitted Use of The Site
You may use the Site, and the information, writings, images or other works that you see, hear or otherwise experience on the Site (“Content”) solely for your non-commercial, personal purposes to learn or inquire about IDXM products and services.
Permitted Use of The Site
By accessing the Site, you agree that you will not:
Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so;
Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Service in any way;
Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site in a manner that sends more request messages to the IDXM servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
Use the Site in any manner that damages, disables, overburdens, or impairs the IDXM website;
Mirror or frame the Site or any part of it on any other web site or web page.
Attempt to gain unauthorized access to the Site;
Access the Site by any means other than through the interface that is provided by IDXM for use in accessing the Site;
Use the Site for any purpose or in any manner that is unlawful or prohibited by this Agreement.
Copyrights and Trademarks
The Site is protected by intellectual property and other laws, including trademark and copyright laws. The Site belongs to and is the property of IDXM LLC and owns and retains all copyrights in the Content. The Content provided on the Site may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in anyway, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. IDXM logos, PropertyUp logos, OurTopAgent logos and other marks used by IDXM from time to time are trademarks and the property of IDXM.
Trademark
Property UP, Inc, the PropertyUp logo and other marks indicated on the Service are trademarks of Property UP, Inc. Other graphics, logos, buttons, or service names are trademarks or trade dress of Property UP, Inc network or its affiliates.
Deleting and Modification
We reserve the right in our sole discretion, without any obligation and without any notice requirement to you, to edit or delete any documents, information or other content appearing on the Site, including this Agreement.
Submissions
All suggestions, ideas, notes, concepts, blog posts, and other information you may send to us (collectively, "Submissions") shall be deemed and shall remain our sole property and shall not be subject to any obligation of confidence on our part. Without limiting the foregoing, we shall be deemed to own all known and hereafter existing rights of every kind and nature regarding the Submissions and shall be entitled to unrestricted use of the Submissions for any purpose, without compensation to the provider of the Submissions.
License
When using this Web site or its related apps, you may generate certain content, including, but not limited to, photos or videos taken or created by you using the Web site or its related apps and comments made by you using the Web site and its related apps ("Content"). You hereby grant to IDXM llc a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly display or reproduce the Content, including without limitation distributing part or all in any media formats through any media channels, provided such use, modification, deletion or addition does not materially change the Content; except Content not shared publicly ("private") will not be distributed, displayed or reproduced unless explicitly shared by you in the Web site. IDXM llc may, in its sole discretion and for any reason, remove and destroy Content created by you without notice or warning.
Referrals to Other Brokers/Agents and Service Providers
IDXM llc does not guarantee or warrant the products or services of other product or service providers to whom it may refer you, including, but not limited to, real estate brokers/agents, lenders and escrow/settlement companies.
Information You Provide
You represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information you provided is accurate and true. Your use of the Site is subject to IDXM’s Privacy Policy, available at https://www.ourtopagent.com/privacy
Links to Third-Party Web Sites
Links on the Site to third party web sites or information are provided solely as a convenience to you. IDXM is not responsible or liable for any such web sites or the content. If you use the links to the web sites of IDXM affiliates or service providers, you will leave the Site and will be subject to the terms of conditions and privacy policy applicable to those web sites.
Third-Party Products and Services
The only 3rd party that may receive your information is our mortgage partner(s). You may receive a call from our mortgage partner(s).
Downloading Files
IDXM does not guarantee or warrant that files available for downloading through the Site will be free of infection by software viruses or other harmful computer code, files or programs.
Indemnification
You agree to indemnify and hold IDXM , its officers, agents, shareholders, partners, attorneys and employees harmless from and against any breach of these Terms and any claim or demand brought against IDXM by any third party arising out of your use of the Services and/or any Content submitted, posted or transmitted through the Services, including without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses) howsoever suffered or incurred by IDXM in consequence of breach of these Terms.
Limitations of Liability
IDXM MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICE AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. IDXM AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IDXM IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IDXM AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF IDXM OR ANY OF IDXM’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, IDXM IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF IDXM AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.
General Provisions
These Terms of Conditions constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by IDXM of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. IDXM therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. IDXM does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
If any part of these Terms of Conditions is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Conditions, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Conditions, IDXM’s Privacy Policy, your use of the Site, any other IDXM web site or the Content are governed by, and will be interpreted in accordance with, the laws of the State of Illinois, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Illinois in the event of any dispute of any kind arising from or relating to these Terms of Conditions, IDXM’s Privacy Policy, your use of the Site, any other IDXM web site or the Content.
TCPA & Registration Terms
If you choose to register on our website you hereby consent to receive all forms of communication including but not limited to e-mail, autodialed and/or pre-recorded telemarketing calls and/or text messages on provided number from or on behalf of it's participating lenders or affiliates;or participating real estate companies or affiliates or an affiliated company, which may use an automatic telephone dialing system, an artificial or prerecorded voice or text message. Standard message and data rates may apply. You acknowledge that you may receive emails or communications with mortgage-related information. You also certify that the provided number is your actual cell phone, land line or VOIP number and not that of anyone else. Furthermore, if your phone number changes, we ask for prompt notice of the new number.
If you wish to opt out of phone calls, text or emails please click this link Profile.
Termination of Registration
If you no longer wish to have a registered account, you may terminate your account by sending an email to support@IDXM.com with the subject like TERMINATE. If you no longer accept those terms and conditions, you must cease using the Site. Continue use of the Site indicates your continued acceptance of those terms and conditions.
If, for any reason, we believe that you have not complied with those terms and conditions, we may, at our sole discrecression, cancel your access and registration on the Site immediately and without proper notice.
We may terminate your registered account, at our sole discretion, by emailing you at the address you have registered stating that the agreement has terminated.
IDXM Co-Marketing Platform Terms of Conditions
The following terms and conditions govern the use of IDXM Co-Marketing and are applicable to any real estate agent and their partners who wish to become IDXM co-marketing platform subscribers. IDXM Co-Marketing is offered subject to your acceptance without modification of all the terms and conditions contained herein: Platform and IDXM Co-Marketing defined IDXM llc owns a real estate technology application ("Platform") that offers users access, via mobile and desktop websites, to residential and commercial real estate data from a combination of sources, including public records and local multiple listing services, providing real estate professionals with multiple tools to partner with other real estate professionals in their network and collectively market to the consumer via direct mail, email, online ads and Interactive Voice Response (IVR) system. IDXM llc has created the Platform to be offered as a paid subscription to real estate professionals ("IDXM Co-Marketing" or the "Platform"). Once an active subscriber of a participating MLS completes the registration process for IDXM Co-Marketing, they become a "Co-Marketing User", and as such shall be able to use the Platform and be afforded certain protections.
Co-Marketing User Protections
Within the Platform, IDXM llc shall enable each Co-Marketing User to invite individual consumers to connect with such Co-Marketing User within IDXM llc's web sites and mobile apps. Any consumer invited must agree to IDXM llc's consumer terms and conditions, which shall in no case impose a financial obligation on the consumer nor create any agency or representation agreement between the consumer and IDXM llc. Once such connection between the consumer and Co-Marketing User is effected, IDXM llc shall consider such consumer to be the Co-Marketing User's invitee ("Invitee"). Subsequently, whenever such Invitee uses the Platform, and is so identifiable using industry standard methods, IDXM llc shall not display any other real estate professional or broker to such Invitee. Except that at a minimum, there will always be a "listing courtesy of [agent] and [office]," or substantially similar verbiage, on every listing, in readily visible font type, font size and font color.
The Co-Marketing User's profile and contact information shall be seen by the Invitee and all inquiries shall be directed to the Co-Marketing User, free of charge.
Leads
When a Co-Marketing User shares links while logged in to Co-Marketing User platform pages which will contain Co-Marketing User’s unique identification number, all leads generated on such pages shall be considered an Invitee.
When an independent consumer who is not identifiable as the Invitee of any Co-Marketing User uses the Platform, the "details page" of any active listing shall exclusively display the contact information of the PropertyUp Inc and all inquiries shall be directed to Property Up Inc, a Illinois licensed real estate brokerage.
Co-Marketing User Clients
There are no restrictions on Co-Marketing User's ability to execute any representation or agency agreement with any Invitee, Lead or any other consumer who uses the Platform, and such individuals may continue to use the Platform after signing any such Use of IDXM Co-Marketing Your ability to use IDXM Co-Marketing is conditioned upon your continued status as an active subscriber of a participating MLS. In addition, you hereby agree that as a Co-Marketing User, you will not grant access to your version of IDXM Co-Marketing to any other individual or entity, including "real estate assistants," unless the participating MLS allows such access.
PURCHASED SUBSCRIPTION
IDXM LLC shall make available to IDXM Co-Marketing User during the Subscription Term, as defined in Section IDXM Co-Marketing Terms, the purchased Subscription as specified in Products and Pricing of the Agreement and pursuant to these Terms.
We make every effort to ensure accurate pricing, however due to unforeseen circumstances pricing errors may occur. By submitting an Order or using our services, you are agreeing to pay the price relevant to the Order of the Service. Please review your Order carefully before you submit it and if you have any pricing questions, please contact us before placing your order.
IDXM LLC shall use commercially reasonable efforts to make the Subscription available 24 hours a day, 7 days a week with up to 99% availability, except for: (a) planned downtime, (b) any unavailability caused by circumstances beyond IDXM’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, listings feed outages or failures, Internet service provider failures or delays, or denial of service attacks. IDXM’s obligations shall be limited to providing the Subscription only in accordance with applicable laws and government regulations. Co-Marketing User acknowledges that the Subscription may be subject to other limitations, such as: (i) limits on disk storage space, (ii) the number of calls IDXM’s Co-Marketing Users are permitted to make against IDXM LLC’s application programming interface, and (iii) limitations imposed by third party service providers enabling the Co-Marketing User to provide public websites with limited page views or use Site with primary domain name ourtopagent.com.
Co-marketing User is limited to the total of one-thousand (1,000) contacts per agent per Contact Management System and is limited to the total of fifteen-thousand (15,000) contacts inside the Marketing Mailing Lists for Direct Mail. Co-marketing User’s contacts are limited to five (5) active saved searches at a time. Co-marketing User is limited to total of 500 incoming sms and voice messages per month. All limitations in this section can be expanded at the IDXM LLC discretion. IDXM LLC reserves the right to charge for excessive usage based on the Products and Pricing.
Co-Marketing Coins
The IDXM co-marketing Platform allows Co-marketing User(s) to purchase Co-marketing Coins or Co-marketing Credits (“MC”) for the purpose of sharing the cost of marketing and advertising spend, cost of direct mail, postage and printing, cost of facebook advertisement(s) and any and all other co-marketing advertising. MCs can be purchased as a monthly subscription by partnering with a Real Estate Agent or an affiliate. MCs are non-refundable and have no monetary value. MCs that have been purchased will expire within two month of the purchase date.
Direct Mail
To place Orders and to use certain services, you are required to provide your billing information. Your billing information will be kept strictly confidential as explained in our Privacy Policy. You are solely responsible to provide your current billing Information. We reserve the right to cancel your order or our offer of services if billing information is inaccurate. You are entirely responsible for all activities that occur within your account and you must agree to notify us immediately of any unauthorized usage of your account or any other breach of security. IXDM LLC and its directors and its affiliates can not be held liable for any loss incurred as a result of access to your password or account, with or without your knowledge. You will be held liable for any losses incurred by us or any relevant third party as a result of someone else using your account. We make every effort to ensure accurate pricing, however due to unforeseen circumstances, pricing errors may occur. By submitting an Order or using our services, you are agreeing to pay the price relevant to the Order of the Service. Please review your Order carefully before you submit and if you have any pricing questions, please contact us before placing your order.
We will complete your order based on information received from you, from external data sources, or from other automated databases, depending on the service you are purchasing. You will be held responsible for compliance to standards of any artwork that is provided by you or by any third party on your behalf. Due to the highly automated processes incorporated in the fulfilling of your order, no changes can be made after your order is placed.
Direct Mail Order Delivery
IDXM LLC makes no guarantee in meeting turnaround timeframes; however we generally have postcards mailed, including postage, within two business days of having all information necessary to create your postcard. IDXM LLC, and/or its subsidiaries cannot assume any liability for improper margins/bleeds, mistakes in content, typographical errors, scheduling conflicts/mistakes or delivery delays. Some variations in color can occur due to limitations of computer monitors. Printing and processing are performed with CMYK colors and may not exactly match your computer monitor. Your postcards are produced and delivered to USPS by a third party service, LOB. Please review LOB Terms and Conditions carefully https://www.lob.com/legal. All mailings are addressed with the addresses generated based on your mailing criteria. While IDXM LLC strives to ensure that the information contained on the Site is accurate and reliable, IDXM LLC makes no warranties as to the accuracy, correctness or completeness of any such information and assumes no liability or responsibility for any omissions or errors of the content in the Site. USPS delivery standards are: First Class mail, 1-3 business days; Standard Class mail, 4-10 business days. When you place your Order, you agree that delivery to USPS fulfills our Order Obligations and you must waive any right to dispute any related Order credit card charges because of failed delivery by the USPS.
Ownership; Software, Hosting & Maintenance
The Platform and all related software, data, patent rights, copyrights, trade secrets, know-how, and any other intellectual property rights therein or relating thereto, including derivative works, are and shall remain the exclusive property of IDXM llc or its licensors. IDXM llc hosts the data and software for the Platform and from time to time IDXM llc may experience outages due to software, hardware or power failures, or issues at the wireless carrier level.
Real Estate Laws
IDXM llc and Co-Marketing User shall each be responsible for ensuring their respective compliance with federal, state or local laws relating to the sale of real property, as well as with any applicable MLS rules and regulations.
Broker Approval
You acknowledge that you have received any and all necessary approvals from your supervising broker before becoming a Co-Marketing User and using the Platform.
Data Privacy and Information Security
IDXM llc may be responsible for establishing and maintaining data privacy and information security measures that are designed to ensure the security and confidentiality of certain Co-Marketing User data, including the contact information of Invitees, but not the communications made by Co-Marketing User while using the Platform.
Protection of Data
IDXM LLC may maintain commercially reasonable levels of administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of data, content and media supplied by Co-Marketing User for inclusion in the Subscription (“Co-Marketing User Data”).
Co-Marketing User Data Rights: Subject to the limited rights granted by Co-Marketing User hereunder, IDXM LLC acquires no right, title or interest from Co-Marketing User or Co-Marketing User licensors under these Co-marketing User in or to Co-Marketing User Data, including any intellectual property rights therein. Co-marketing User grants IDXM LLC the right to use non-Co-Marketing User specific aggregated data for use by IDXM LLCto create business and best practice metrics. Further, IDXM LLC Co-marketing does not claim copyright to Co-Marketing User Data, and IDXM LLC Co-marketing shall not be held liable for Co-marketing User Data on the website or any uses made of Co-marketing User Data. For more details on IDXM Co-marketing’s DMCA policy please visit our website page at: OurTopAgent.com/DCMA
Co-marketing User represents and warrants to IDXM LLC Co-marketing that Co-marketing User has all necessary rights, permissions, licenses and other authority to use the Co-marketing User Data. The Co-marketing User shall indemnify and hold harmless IDXM LLC Co-marketing and its owners, officers, managers, members, employees, agents, contractors, successors and assigns from and against any damages, claims, injury, costs and expenses, including, without limitation, attorney fees and court costs, arising out of the use of Co-marketing User Data. IDXM LLC Co-marketing reserves the right to suspend or remove Co-marketing User’s website or portions thereof if IDXM Co-marketing determines, in its sole discretion, that (i) significant doubt exists as to Co-marketing User’s right to use any portion of Co-marketing User Data, (ii) any Co-marketing User Data is offensive, immoral, obscene, illegal, or likely to incite or encourage illegal or dangerous acts, or (iii) any Co-marketing User Data may harm IDXM Co-marketing’s reputation or hinder its ability to provide its services to other customers.
Return of Co-marketing User Data
Upon written request by Co-marketing User made within thirty (30) days after the date of termination of the Subscription Term and payment in full of all outstanding fees, IDXM LLC Co-marketing shall make available to Co-marketing User for download a file of Co-marketing User Data that IDXM Co-marketing has defined at the time as exportable. Exportable Co-marketing User Data may include some or all agent, contact and lender information; front end website style design settings and files which the Co-marketing User has paid for through a Custom Design & Layout Work; images owned by Co-marketing User. Additionally, Co-marketing User may be able to receive or download periodic backups of some or all of the Co-marketing User Data throughout the Subscription Term based on a request to the IDXM LLC Co-marketing support team, no more often than quarterly. IDXM Co-marketing shall have no obligation to maintain or provide any Co-marketing User Data and may delete Co-marketing User Data after the aforementioned thirty (30) day period.
FEES AND PAYMENT FOR SUBSCRIPTION
Payment:
Co-marketing User is responsible for all payments and fees as specified in the Agreement, including Implementation Fee, Monthly Subscription Fee, Direct Mail Fee, Phone and SMS usage Fee, Monthly Marketing Fee and Monthly MLS Fee, Communication Fee, and Other Fees (collectively, “Fees”), as described herein.
Implementation Fee. Implementation Fees, as indicated on the Agreement, include but are not limited to the amounts specified for initial implementation of the Subscription. The Implementation Fee shall be due and billed on the signing date of the Agreement.
Monthly Subscription Fee. Subscription Fees, as indicated on the Agreement, include but are not limited to the amounts specified for use of the Subscription during the Subscription Term as defined in Section 7.1. Monthly Subscription Fees will be due and automatically billed monthly commencing on the beginning of the Subscription Term and continuing each month through the Subscription Term.
MLS Fees. MLS Fees include charges both direct and indirect associated with connecting Co-marketing User websites with required MLS data feeds. MLS Fees will be due and billed as incurred by IDXM.
Communication Fees. Communication Fees include emails, minutes, texts or other usage- based forms of communication. Fees will be billed on a monthly basis and due upon billing.
Marketing Fees. Marketing Fees include advertisements placed through various online services (Google, Facebook, etc.) and are billed monthly. Co-marketing User must notify IDXM by the fifteenth (15th) of the month prior to the month the online Marketing is to be cancelled. (For example: Co-marketing User must notify IDXM no later than December 15th to cancel marketing scheduled to take place in January.)
Fees added to the Subscription and agreed to by the Co-marketing User in writing or via email after the date of the Agreement shall be due and billed at the time IDXM Co-marketing receives Co-marketing User’s request and adds related services to Co-marketing User’s Subscription.
Billing Method
Co-marketing User will provide IDXM with valid and updated credit card or automated clearing house (ACH) information (“Billing Method”) throughout the Subscription Term. By providing the Billing Method to IDXM, Co-marketing User authorizes IDXM to charge such Billing Method for all fees due. IDXM partnered with Stripe to provide convenient monthly recurring billing. Co-marketing User is able to elect payment via the link provided within the Co-marketing User account on the Platform.
Payment Obligations
Payment obligations are non-cancelable and fees paid are non- refundable. Co-marketing User agrees that, due to the nature of the Subscription, all Fees are due under these T&Cs regardless of Co-marketing User’s use of the Subscription. IDXM reserves the right to suspend Subscription and remove any Co-marketing User website from viewing on the Internet if any payment from Co-marketing User is not made when due. In cases where collection proves necessary, Co-marketing User agrees to pay all fees (including all attorney’s fees and court costs) incurred throughout the collection process. All payments must be made in U.S. dollars.
Taxes
Unless otherwise stated, IDXM’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Co-marketing User is responsible for paying all Taxes associated with Subscription hereunder. If IDXM has the legal obligation to pay or collect Taxes for which Co-marketing User is responsible under this paragraph, the appropriate amount shall be charged via Co-marketing User’s Billing Method, unless Co-marketing User provides IDXM with a valid tax exemption certificate authorized by the appropriate taxing authority.
MLS/IDX Instructions
IDXM LLC will need to begin the process of setting up your IDX connection. Depending on the individual Multiple Listing Service (each, and “MLS”) either a vendor agreement will need to be signed with the MLS, or if no vendor agreement is required by the MLS, you will need to provide your login and password. After IDXM receives Co-marketing User’s MLS connection information, IDXM will get the process started and determine what is required. The MLS may charge a fee for data access, vendor access, or annual fees. IDXM is NOT RESPONSIBLE for any IDX setup or access fees. This includes any fees assessed to the vendor. Any fees charged to the vendor on Co-marketing User’s behalf will be billed back to the Co-marketing User on the monthly billing or invoice if applicable.
GDPR Compliance
By signing the Agreement or by accessing the Subscription, you agree that you will not use any of the services provided hereunder to collect the personal information of any individual residing within the European Union (or cause any of your employees, independent contractors, or affiliates to do so) without first obtaining the express written consent of such individual and otherwise complying with the requirements of the European Union’s General Data Protection Regulation (the “GDPR”). In the event you should use the services provided herein to violate any provisions of the GDPR, you hereby agree to indemnify IDXM against any and all costs and liabilities of IDXM incurred thereby pursuant to Section 5.6 herein.
Disclaimer of Warranties
The Platform is provided "as is". IDXM llc and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither IDXM llc nor its suppliers and licensors, makes any warranty that the Platform will be error free or that access thereto will be continuous or uninterrupted. You agree that you shall use the Platform at your own discretion and risk.
Limitation of Liability
IDXM llc shall not be liable to Co-Marketing User for any consequential, special, indirect, incidental, punitive, or exemplary damages (including, without limitation, lost profits, lost savings or loss of goodwill) suffered or incurred in connection with the exercise of any rights or licenses granted hereunder, or the performance or non-performance of any obligations hereunder.
Indemnification
You agree to indemnify and hold harmless IDXM llc and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Platform, including but not limited to your violation of these terms and conditions.
Communications to Co-Marketing Users
IDXM llc may communicate directly with registered Co-Marketing Users, provided that IDXM llc gives such registered users the ability to opt out of similar future communications; such communications may include information about features and functionalities within IDXM Co-Marketing, as well as marketing opportunities on social media and other digital platforms.
Support
Co-Marketing Users may contact IDXM llc during normal business hours
Miscellaneous
These terms and conditions constitute the entire agreement between IDXM llc and Co-Marketing User and supersede any and all previous representations, understandings, or agreements between IDXM llc and Co-Marketing User as to the subject matter hereof. These terms and conditions may only be amended by an instrument in writing signed by both IDXM llc and Co-Marketing User.
CCPA Compliance:
COMPLIANCE. BY SIGNING THIS AGREEMENT OR BY ACCESSING THE SUBSCRIPTION, YOU AGREE THAT YOU WILL ONLY USE THE SERVICES PROVIDED HEREUNDER TO COLLECT PERSONAL INFORMATION OF ANY INDIVIDUAL RESIDING IN CALIFORNIA (EACH A “CALIFORNIA CONSUMER”) (OR CAUSE ANY OF YOUR EMPLOYEES, INDEPENDENT CONTRACTORS, OR AFFILIATES TO DO SO) AFTER PROVIDING NOTICE TO EACH CALIFORNIA CONSUMER OF THEIR PRIVACY RIGHTS UNDER THE CALIFORNIA CONSUMER PRIVACY ACT (THE “CCPA”). FURTHERMORE, YOU AGREE TO THAT WILL COMPLY WITH ALL REQVIERMENTS OF THE CCPA, INCLUDING, BUT NOT LIMITED TO, NOTICE RIGHTS, DATA PORTABILITY RIGHTS, DELETION RIGHTS, OPT-OUT RIGHTS AND NON-DISCRIMINATION RIGHTS.
SERVICE PROVIDER. YOU ACKNOWLEDGE THAT IDXM IS A “SERVICE PROVIDER” UNDER THE CCPA WITH REGARDS TO ANY CALIFORNIA CONSUMER PERSONAL INFORMATION THAT IS SHARED WITH IDXM THROUGH YOUR USE OF THE SUBSCRIPTION. IDXM WILL ONLY COLLECT, USE, RETAIN OR DISCLOSE THE PERSONAL INFORMATION OF ANY CALIFORNIA CONSUMER FOR WHICH YOU PROVIDE ACCESS IN ACCORDANCE WITH YOUR WRITTEN INSTRUCTIONS. IDXM WILL NOT COLLECT, USE, RETAIN, DISCLOSE, SELL OR OTHERWISE MAKE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION AVAILABLE FOR IDXM’S OWN COMMERCIAL PURPOSES OR IN ANY WAY THAT DOES NOT COMPLY WITH THE CCPA. IF LAW REQUIRES IDXM TO DISCLOSE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION FOR A PURPOSE UNRELATED TO THE SUBSCRIPTION, IDXM WILL FIRST INFORM YOU OF THE LEGAL REQUIREMENT AND GIVE YOU AN OPPORTUNITY TO OBJECT OR CHALLENGE THE REQUIREMENT, UNLESS LAW PROHIBITS SUCH NOTICE. IDXM WILL LIMIT COLLECTION, USE, RETENTION AND DISCLOSURE OF PERSONAL INFORMATION TO ACTIVITIES REASONABLY NECESSARY AND PROPORTIONATE TO THE SUBSCRIPTION. IDXM SHALL PROMPTLY COMPLY WITH ANY OF YOUR REQUESTS OR INSTRUCTIONS REQUIRING IDXM TO PROVIDE, AMEND, TRANSFER OR DELETE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION, OR TO STOP, MITIGATE OR REMEDY ANY UNAUTHORIZED PROCESSING. IF THE SUBSCRIPTION REQUIRES THE COLLECTION OF ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION ON YOUR BEHALF, IDXM WILL ALWAYS PROVIDE A CCPA-COMPLIANT NOTICE ADDRESSING USE AND COLLECTION METHODS THAT YOU SPECIFICALLY PRE-APPROVE IN WRITING. IDXM SHALL NOT MODIFY OR ALTER THE NOTICE IN ANY WAY WITHOUT YOUR PRIOR WRITTEN CONSENT. IF THE CCPA PERMITS, IDXM MAY AGGREGATE, DEIDENTIFY OR ANONYMIZE ANY CALIFORNIA CONSUMER’S PERSONAL INFORMATION SO IT NO LONGER MEETS THE PERSONAL INFORMATION DEFINITION AND MAY USE SUCH AGGREGATED, DEIDENTIFIED, OR ANONYMIZED DATA FOR ITS OWN RESEARCH AND DEVELOPMENT PURPOSES. IDXM Co-marketing WILL NOT ATTEMPT TO OR ACTUALLY RE-IDENTIFY ANY PREVIOUSLY AGGREGATED, DEIDENTIFIED OR ANONYMIZED DATA AND WILL CONTRACTUALLY PROHIBIT DOWNSTREAM DATA RECIPIENTS FROM ATTEMPTING TO OR ACTUALLY RE-IDENTIFYING SUCH DATA.
IDXM HAS PROVIDED TOOLS TO ASSIST YOU IN MEETING YOUR CCPA COMPLIANCE OBLIGATIONS AND RESPONDING TO CCPA-RELATED INQUIRIES, INCLUDING RESPONDING TO VERIFIABLE CONSUMER REQUESTS. IDXM WILL REASONABLY COOPERATE TO PROVIDE ADDITIONAL SUPPORT AS NEEDED, TAKING INTO ACCOUNT THE NATURE OF IDXM’S PROCESSING AND THE INFORMATION AVAILABLE TO IDXM. FURTHER, IDXM SHALL NOTIFY YOU IF IT RECEIVES ANY COMPLAINT, NOTICE OR COMMUNICATION THAT DIRECTLY OR INDIRECTLY RELATES TO YOUR COMPLIANCE WITH THE CCPA. SPECIFICALLY, IDXM SHALL NOTIFY YOU WITHIN THREE (3) WORKING DAYS IF IT RECEIVES A VERIFIABLE CONSUMER REQUEST UNDER THE CCPA.
WARRANTIES. BOTH YOU AND IDXM SHALL COMPLY WITH ALL APPLICABLE REQUIREMENTS OF THE CCPA WHEN COLLECTING, USING, RETAINING OR DISCLOSING ANY CALIFORNIA RESIDENT’S PERSONAL INFORMATION. IN THE EVENT YOU SHOULD USE THE SERVICES PROVIDED HEREIN TO VIOLATE ANY PROVISIONS OF THE CCPA, YOU HEREBY AGREE TO INDEMNIFY IDXM AGAINST ANY AND ALL COSTS AND LIABILITIES OF IDXM INCURRED THEREBY PURSUANT TO SECTION 5.6 HEREIN.
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