User Agreement

REALTrans.com Webservers   USER WEB SITE AGREEMENT

1. CLICK "I AGREE"
This User Web Site Agreement ("Agreement") contains the agreement between you, the Company ("you", "your") requesting access to this web site and our proprietary network ("Web Site"), and us, REALTrans.com, Inc., a Florida corporation ("REALTrans", "we", "us", "our"), regarding your use of this Web Site. We recommend that you print a copy of this Agreement for your records.
After you read this Agreement, you are required to type your name, title, company name, company address and e-mail address and then click I AGREE to acknowledge and evidence your agreement to the terms and conditions of this Agreement. Furthermore, by using this Web Site, YOU REPRESENT AND WARRANT THAT YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, THAT YOU ARE A MERCHANT (AS DEFINED IN SECTION 19 OF THIS AGREEMENT) AND THAT THE INDIVIDUAL EXECUTING THIS AGREEMENT BY ENTERING THE REQUIRED INFORMATION AND BY CLICKING I AGREE HAS AUTHORITY TO BIND YOUR COMPANY AND THAT BY DOING SO IS NOT BREACHING OR IN CONFLICT WITH ANOTHER AGREEMENT OR OBLIGATION. IN ADDITION, WHEN YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT ALL EMPLOYEES ASSIGNED INDIVIDUAL USER IDS UNDER YOUR COMPANY ID AGREE TO, ARE SUBJECT TO AND WILL ABIDE BY THIS AGREEMENT.
After you click I AGREE, you will then be required to supply necessary information to establish your company account. You will also be required to supply necessary credit card information for billing purposes. When you provide your company information, you also identify an administrator ("Administrator") who is responsible for administering individual user IDs assigned to you.

2. TYPES OF USERS
This Web Site facilitates the ordering, tracking, updating and delivery of real estate products and services such as title searches, title insurance, warranties and appraisals (the "Services"). There are different types of users of this Web Site:
(1) "Requestors" are users that, after agreeing to this Agreement and paying the "Membership Fee" are allowed to place orders for Services with Providers on this Web Site. As a Requestor, your Administrator is provided with an Administrator user ID and password for accessing this Web Site. Your Administrator is responsible for modifying your company's profile and preferences, and authorizing and terminating individual user ID's and passwords for individuals in your company who are permitted to order Services on this Web Site. Your Administrator also has authority to receive notice of modifications of this Agreement and act upon them in accordance with this Agreement.
(2) "Providers" are users who fill Requestor's orders for Services. Providers are required to also agree to the supplemental provisions of the Provider's Supplemental Terms and Conditions. Providers provide their Services to Requestors on terms and conditions agreed to by Providers and Requestors, such terms and conditions are outside the scope of this Agreement. Providers are also provided with a company Administrator user ID and password for accessing this Web Site, administering their company's profile and preferences, and authorizing and terminating individual user IDs and passwords for individuals in your company who are permitted to provide Services on this Web Site. Provider's Administrator also have authority to receive notice of modifications of this Agreement and act upon them in accordance with this Agreement.

3. MEMBERSHIP FEE
You agree to pay to us an annual NONREFUNDABLE membership fee ("Membership Fee") as calculated below in consideration of our granting you access to this Web Site. If your access to this Web Site is revoked and this Agreement is terminated pursuant to Section 12, or if you fail to pay the applicable membership fee, you agree and understand that you must pay a new Membership Fee in order to be reinstated as a user, and if applicable your Provider status.
Cost per User
One User: $50
Two to Ten Users: $350
Over Ten Users: $350 + $25 per user over ten
The payment of the Membership Fee shall be made by credit card. You must complete the necessary information on the Credit Card Information page after clicking I AGREE below. We will bill subsequent fees to the same credit card you provide unless you notify us in writing of your intent to use a different credit card. If your credit card is rejected or not approved for any reason, we may terminate your access to this Web Site.

4. UPDATES TO THIS AGREEMENT
We may amend this Agreement at any time by notifying your Administrator. The amended Agreement will be effective on the date indicated in the notice. Your continued use of this Web Site after notice of a change indicates your approval of and agreement with the amended Agreement.

5. SYSTEM INTEGRITY
You may not use, send, transmit or otherwise deliver any file, device, software or routine, including but not limited to any viruses, trojan horses, worms or time bombs, or such other devices which may damage or interfere with the proper working of this Web Site or any order being transmitted on our site or to surreptitiously intercept or expropriate any system, data or personal information from this Web Site or which would otherwise be a violation of any law, including without limitation, laws concerning copyright infringement, pornography, export regulations and securities regulations. Your use of this Web Site must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass e-mailing techniques.

6. OBLIGATIONS OF USERS AND REALTrans
We do not set nor endorse, the price, contract terms and conditions, quality, conformance or legality of the Services advertised or offered by Providers or whether any Provider or Requestor will complete any transaction for Services. We are not responsible with respect to payment or collection for orders made on this Web Site. If you are a Requestor, whether or not you agree with a particular Provider's terms and conditions or decide to place an order from a particular Provider is completely within your discretion and all contracts for the Services are directly between you and the applicable Provider. Requestors and Providers on this Web Site must be merchants (as that term is defined in Section 19 of this agreement) to conduct transactions.
WE MAKE NO REPRESENTATION OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO WHETHER A PROVIDER IS LICENSED TO PROVIDE SERVICES, THE QUALITY, IDENTITY, OR RELIABILITY OF ANY PROVIDER, IF YOU ARE A REQUESTOR, WHETHER YOU SHOULD ORDER FROM ANY PROVIDER OR OTHERWISE DO BUSINESS WITH ANY PROVIDER, THE AVAILABILITY OR PRICE OF ANY PROVIDER'S SERVICES ON THIS WEB SITE, THE APPLICABILITY, SUITABILITY OR FAIRNESS OF ANY PROVIDER'S TERMS AND CONDITIONS AND WE SHALL NOT BE LIABLE FOR ANY INCORRECT POSTINGS OF ANY PROVIDER'S SERVICES OR OTHER APPLICABLE INFORMATION. YOU SHOULD CONTACT THE APPROPRIATE LICENSING AUTHORITY TO VERIFY WHETHER A PROVIDER IS LICENSED TO PROVIDE SERVICES.

7. USE OF INFORMATION ON THE WEB SITE
You may download, for your internal business purposes only, a reasonable amount of information from this Web Site. You may NOT incorporate downloaded information into a permanent database for any commercial purpose without our prior written consent. The above limitation on downloading information does not apply to your data that relates to your transactions on the Web Site. You must use this Web Site lawfully and must not reproduce, sell, publish or in any manner commercially exploit any information obtained from this Web Site without our prior written consent. You are solely responsible for your use of this Web Site, including but not limited to any posting or listing in any public message area or through any e-mail feature, as applicable.
We do not endorse any information posted or content contained on this Web Site and we are not liable for any information posted on this Web Site, including but not limited to any information posted about you, as applicable. We reserve the right to take any action with respect to information posted on this Web Site which we believe is appropriate in our sole discretion with respect to information posted on this Web Site, including but not limited to termination of this Agreement. However, we do not regularly monitor, nor do we try to, control the information provided by Users or content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled.

8. LINKS TO THIRD-PARTY SITES
This Web Site contains links to third-party web sites not under the control or operation of REALTrans. We provide links only as a convenience and do not endorse and are not responsible for the contents of any linked site or any link contained in a linked site.

9. THIRD PARTY CONTENT AND SERVICES
This Web Site may contain data and services from various third party providers. The content and services are governed by the third parties' respective terms and conditions. We recommend that you review those terms and conditions. If at any time you are not in compliance with such agreements, we have the right to terminate this Agreement and your access to Services through this Web Site.

10. COMPLIANCE WITH LAWS
You must comply with all applicable laws, statutes, ordinances and regulations regarding your use of this Web Site or your ordering of Services and posting and retrieval of information on this Web Site, as applicable (including without limitation those laws regulating the real estate and mortgage industries and those governing antitrust, unfair competition, false advertising, taxes and export control). You are responsible for paying all applicable fees and taxes you incur with regard to your transactions conducted through this Web Site and/or incurred in connection with your access of our servers. You acknowledge that we have an express policy of complying with the antitrust laws and that the operation of this Web Site is not intended to facilitate and you will not engage in collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us that you will comply with this section.

11. TERMINATION
We may terminate this Agreement, your postings and orders immediately if you breach any of the provisions of this Agreement. Furthermore, we may immediately terminate this Agreement and your access to and/or your ability to order the Services through this Web Site if you violate any use policies imposed on us by any of our suppliers, if you do not correct the violation within two (2) days after notice from us of your violation, or if we are unable to verify or authenticate any information you provide to us. You may terminate this Agreement thirty (30) days after providing written notice to us. Notwithstanding anything in this Section, when your access to this Web Site is terminated and you have transactions pending, you shall have up to an additional ninety (90) days to access the Web Site for the sole purpose of finalizing such pending transactions, no new transactions shall be made during this period, and you shall continue to comply with this Agreement during such period.

12. PRIVACY AND CONFIDENTIALITY
You and your Administrator must ensure that the user ID's and passwords used to access this Web Site are proprietary and confidential and must not be disclosed or distributed to third parties as or made available to anyone other than your authorized employees. It is your responsibility to notify us if you need to change or discontinue the Administrator user ID and password and you may only do so by sending us a notice from an authorized officer of your company with signatory authority (as indicated to us in the notice). It is also your Administrator's responsibility to discontinue any user ID's and passwords that may be subject to a breach of confidentiality. We recommend that you review our Privacy Policy, which is part of this Agreement. Although we do not generally sell, rent, distribute or provide your information to third parties, we do aggregate user information about transactions conducted through this Web Site. For example, we may aggregate such information to determine the general demographic makeup of our users, total transaction volume, types of Services, etc. The aggregated information will not identify your specific information, and we retain all intellectual property rights with respect to such aggregate information.
Unfortunately, we cannot insure that all personal information will never be disclosed in ways not otherwise described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement or to third parties upon the issuance of a subpoena and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.

13. OWNERSHIP
We are the owner or licensee of the all intellectual property rights included in or related to this Web Site (including but not limited to copyrights, trademarks and service marks) and all right, title and interest in this Web Site and the intellectual property rights will remain ours or our Licensor's property. You may not, and this Agreement does not give you permission to, download, reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to this Web Site or use any of the trademarks, service marks logo's or designs without the express prior written authorization of the owner of such marks. Further, you are not permitted to link to this Web Site without our prior written authorization. Certain content or services may be licensed from third parties and all such third party content or services and all intellectual property rights related to the content belong to the respective third parties. This Web Site contains original works of authorship. Such works of authorship, including but not limited to all code, design, text and images, are owned or licensed (except as otherwise expressly stated) by us. These works of authorship may not be copied, transmitted, displayed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without our express prior written consent.

14. WARRANTIES
WE PROVIDE THIS WEB SITE AND OUR SERVICES "AS IS" WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY THAT THIS WEB SITE IS ERROR-FREE. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THIS WEB SITE, AND OPERATION OF THIS SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. YOU USE THIS WEB SITE AT YOUR OWN RISK TO ORDER THE SERVICES FROM PROVIDERS AT YOUR OWN RISK.

15. INDEMNIFICATION
You agree to indemnify, defend and hold us, and our affiliates and subsidiaries and all of our and our affiliates' and subsidiaries' respective officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, actions, costs, liabilities and losses (including attorneys' fees) resulting from: (i) your use of this Web Site; (ii) your decision to order or not to order from a particular Provider; (iii) breach of contract or other claims made by Providers from whom you ordered Services through this Web Site; (iv) your breach of any provision of this Agreement (or any breach by your employees); and/or (v) any intentional wrongdoing by you. Any such indemnification shall be conditioned on our: (a) immediately notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; and (b) cooperating with you in the defense or settlement thereof. We shall be entitled to participate in such defense at our own cost and expense. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.

16. LIMITATION OF LIABILITY
In the event that you have a dispute with one or more users, you release us (and our officers, directors, employees, attorneys and agents) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with this Web Site or such disputes.
Our contracts with certain of our suppliers provide for scheduled preventative and emergency maintenance work. We will have no liability, whatsoever, for the unavailability of this Web Site caused by our supplier's performance or lack of performance of the maintenance work to keep this Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by any third party acts or any other web host provider or the Internet infrastructure and network external to this Web Site.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, REGARDLESS OF WHETHER WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY EXCEED THE GREATER OF $350 OR THE ACTUAL MEMBERSHIP FEE PAID TO US.
The limitations of liability provided in this Agreement inure to the benefit of us, our affiliates and to all of our respective officers, directors, employees, attorneys and agents.

17. NON-SOLICITATION
During this Agreement and for a period of one (1) year after the termination of this Agreement, you agree not to solicit, hire or attempt to hire, directly or indirectly, any of our employees or independent contractors, or employees or independent contractors of our affiliates or subsidiaries. In addition, you agree not to cause or attempt to cause any of our employees or independent contractors, or any employees or independent contractors of our subsidiaries or affiliates, to terminate his or her relationship with us without our prior written consent. If you solicit or hire any of our employees or independent contractors, or employees or independent contractors of our affiliates or subsidiaries in violation of this Section you shall be required to pay to the us within thirty (30) days one hundred percent (100%) of such personnel's current annual compensation (including bonuses).

18. ASSIGNMENT
We will have the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You will not have the right to assign or transfer this Agreement or any rights hereunder to any other person or entity without our prior written consent, which consent may be withheld for any reason or no reason. Any change in control of you, whether by merger, stock or asset acquisition or otherwise, will be deemed to be an attempted assignment of this Agreement and will be grounds for termination. Furthermore, you acknowledge and agree that your access to and use of this Web Site may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party. Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.

19. OUR RELATIONSHIP
No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement between you and us. This Agreement is an agreement between merchants, you and us and is not intended to be for the benefit of any third party. As used in this Agreement, a "merchant" means an individual or entity that deals in services or holds itself out as having knowledge or skill peculiar to the practices or services involved in the transaction or an entity to which such knowledge should be attributed.

20. NOTICES
All notices and other communications hereunder shall be in writing and shall be deemed given: (a) upon receipt if delivered personally (unless subject to clause (b)) or if mailed by registered or certified mail, return receipt requested and postage prepaid; (b) at noon on the business day after dispatch if sent by a nationally recognized overnight courier; or (c) upon the completion of transmission (which is confirmed by telephone or by a statement generated by the transmitting machine) if transmitted by telecopy or other means of facsimile which provides immediate or near immediate transmission to compatible equipment in the possession of the recipient.
We will deliver all legal notices to the individual designated as Administrator at the address or telecopy number identified by you when you provide your company information (or at such other address or telecopy number for a party as will be specified by like notice). All notices shall be delivered by you to us at the following address or telecopy number (or at such other address or telecopy number for a party as will be specified by like notice):

If to REALTrans:
REALTrans.com, Inc.
The Forum, Suite 100
1661 Worthington Road
West Palm Beach, FL 33409
Attention: Chief Executive Officer
Telecopy Number: (561) 682-8177
Confirmation Number: (561) 682-8000
We may send other business notices including, without limitation, amendments to this Agreement and the operation of this Web Site to the Administrator identified during the registration process by e-mail or other similar process. E-mail notices will be deemed given within 12 hours of delivery by us.

21. GOVERNING LAW AND JURISDICTION
This Web Site can be accessed from all 50 states, and is intended for use only in the United States of America. As each of these places has laws that may differ from those of Florida, by accessing this Web Site, you agree that this Agreement and your use of this Web Site shall be governed in all respects by the internal substantive laws of the State of Florida, without regard to conflict of laws provisions. Furthermore, because this Agreement is not for the sale of goods between you and us, this Agreement shall not be governed by either the Uniform Commercial Code or the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the State of Florida, Palm Beach County and further agree that any cause of action you may bring arising under your use of this Web Site shall be brought by you exclusively in a state or federal court located in the State of Florida, Palm Beach County. We makes no representation that materials on this Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access these site from other locations do so on their own initiative and are responsible for compliance with local laws.

22. OTHER GENERAL PROVISIONS
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, and all writings and web pages incorporated by reference into the this Agreement, set forth the entire understanding and agreement between us with respect to the subject matter hereof.
By entering the required information and clicking "I AGREE," you acknowledge your agreement with the provisions contained in this agreement.