Terms Of Use | VeteranPCS

Last Updated: JANUARY 14, 2023

THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE USER, AND SOLID OAK REALTY, INC. d/b/a VETERANPCS, A COLORADO CORPORATION (the “Company”).

Please CAREFULLY READ these Terms of Use (these “Terms of Use ”) before using this website, www.VeteranPCS.com (the “Site”), as well as any mobile applications (whether iOS or Android) offered by the Company (the “Apps”). Collectively, the Site and any Apps are referred to as the “Platform.” The Platform contains information, including, without limitation, all text, graphics, photographs, graphs, sounds, data, images, audio, video, page headers, software (including HTML and other scripts), buttons, and other icons, and the arrangement and compilation of this information (collectively, the “Information”) that is either owned or licensed by the Company.

The Company, through the Platform, offers a web-based communication platform to connect Clients and Service Members with Agents (as both are defined below) for the purpose of obtaining representation in buying, selling, or leasing real estate (the “Services ”). Use of the Platform to obtain the Services may be limited or unavailable in your area, or it may be based on demand or otherwise determined in the Company’s sole discretion. There is no guarantee you will obtain the Services by using the Platform.

By accessing and using the Platform you thereby agree (a) that you have received, read and understood these Terms of Use, and that these Terms of Use create a valid and binding agreement, enforceable against you in accordance with the terms hereof, (b) to be bound by these Terms of Use, any terms, conditions or other rules, regulations or policies of the Company, as each may be amended or supplemented from time to time in our sole discretion without notice, and (c) that your use of the Platform shall comply with all applicable federal, state and local laws, rules or regulations, and that you are solely responsible for your compliance with, familiarity with and understanding of any such laws, rules or regulations applicable to your use of the Platform.

IF YOU DO NOT AGREE WITH ANY PORTION OF THESE TERMS OF USE, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SITE.

Additionally, and without limiting the foregoing, by using or accessing the Site, you represent and warrant to us that you: (a) are 18 years of age or older, (b) are not currently restricted from using the Platform , (c) are not a competitor of the Company, or engaged in any business or activity, directly or indirectly, that could be competitive with the business or activities of the Company, and are not using the Platform for any reason that may be in competition with the Platform or any other product or service offered by the Company, (d) have full power and authority to enter into and perform these Terms of Use, and doing so will not violate any other agreement to which you are a party, (e) will not violate any rights of the Company, including, without limitation, intellectual property rights such as patent, copyright or trademark rights, and (f) agree to provide, operate and maintain, at your sole risk, cost and expense, all equipment, software, and internet access necessary to use the Site.

Any personal data you submit to the Platform or which we collect about you is governed by our Privacy Policy. You acknowledge that by using the Platform, you have read and accept the terms of our Privacy Policy, which is incorporated by reference as if fully set forth herein.

Background and Mission

VeteranPCS’ mission is to honor those who have served or are currently serving in the U.S Armed Forces and their spouses by offering a service that provides rewards and savings in the home buying and selling process, a process that many Service Members have been through several times over throughout their careers. We accomplish this by (1) providing the Platform, by which Service Members and Clients may connect with local real estate agents and mortgage loan officers who are also Service Members themselves and thus share a common experience and understanding; (2) offering cash rewards to Service Members upon any purchase or sale of a home that is consummated via the VeteranPCS Platform; (3) when working with non-Service Members, donating what would be a cash reward if the client was a Service Member to a Veteran-focused charity organization (collectively, the “Veteran PCS Program”).

VeteranPCS partners with real estate agents and brokerages across the country who share our same mission; wishing to give back to those who have served. VeteranPCS also serves clients who are not Service Members (each, a “Client”), but instead of distributing a cash bonus to the Client upon the consummation of a purchase or sale, that money is distributed to a Veteran-focused charity organization of Veteran PCS’ choosing.

General Definitions

In addition to the terms defined above, the following terms have the meanings described below as follows:

“We,” “our,” or “us” refers to the Company and the Company’s use of the Platform;
“User” or “Users” refers to individuals who use or access the Platform;
“You” or “your” refers to individual you, the User of the Platform;
“Agents” refers to Users who offer their Services as real estate agents/brokers to Service Members and Clients through the Platform;
“Service Member” (more fully defined below in Section 1) refers to Users who solicit Agents for representation in selling, buying, and leasing real estate.
“Client” means a User who is not a Service Member who solicits Agents for representation in selling, buying, and leasing real estate.

PERMISSION TO USE PLATFORM

By using the Platform, you represent and warrant that, (1) if a Service Member, you are (a) currently serving in the U.S. Armed Forces, (b) have served in the past and obtained an Honorable Discharge, or (c) are a spouse of someone meeting the criteria of (a) or (b) (each, a “Service Member”); and (2) if an Agent, that you (y) also meet the criteria of (a), (b), or (c), and (z) are a properly licensed real estate agent/broker in good standing in the jurisdiction in which you are licensed.

If you do not meet these requirements, you may still use the Platform and receive the Services, but you are not entitled to receive the Move-In Bonus as described in Section 8, and instead, the fee that would be paid to you as a Move-In Bonus if you were a Service Member, will be donated to a Veteran-focused charity of the Company’s choosing. If you use the Platform and receive the benefits described in Section 8, Move-In Bonus, and it is later determined that you did not meet the requirements of (a), (b), or (c) above, you will be subject to civil and criminal liability and the return of any and all monetary bonuses received.

The Company reserves the right to waive the requirements above in certain situations where the Company feels that a User should be entitled to receive the benefits of being a Service Member, even though they may not meet the exact definition. This determination will be made on a case by case basis in the Company’s sole discretion. Reach out to [email protected] if you think you should be considered to be a Service Member although you do not meet the exact definition. An example of this would be a widow of a deceased service member.

VeteranPCS is a service designed to give back to those who have served our country; we take great pride in offering this service and accordingly, if you violate the provisions of this section and misrepresent who you are in order to receive the Move-in Bonus offered to Service Members you may cause irreparable harm to our reputation and business model, and thus the Company may (1) recover any and all monetary benefits you received in connection with your use of the Platform and the Services, and (2) recover liquidated damages from you in the amount of $500 per violation, which you agree is a reasonable approximation of harm caused by your breach of this section, payable no later than fifteen (15) days after demand, and (3) seek any other legal or injunctive relief, including, but not limited to, injunctive relief to stop any breach of these Terms of Use.

You will be required to sign a statement affirming that you meet the eligibility requirements as a Service Member, as defined above, before the Company will remit the Move-In Bonus to you.

COMMUNITY GUIDELINES OF USE

The Platform contains, among other things, User profiles and mechanisms for Users to communicate with one another. Without limitation, you agree to abide by the following community guidelines when using the Platform:

That the content, materials, Services and other intellectual property contained or embodied in the Platform are owned by the Company and are protected by patent, copyright, trademark and other similar laws;
Exercise caution and common sense, same as you would in any other interaction with persons unknown to you, to protect your personal information and data.
Not to transmit, send or otherwise post unauthorized commercial communications (such as spam), or other similar materials or advertisements, using the Site;
Not to access the Site using any automated means, including, without limitation, harvesting bots, robots, spiders, or scrapers;
Not to engage in multi-level marketing using the Platform , including, without limitation, pyramid schemes and similar marketing concepts;
Not to upload, use or disseminate viruses or other malicious code or other abusive scripts or processes;
Not to solicit personal information of another person except as explicitly authorized;
Not to bully, intimidate, or harass any person;
Not to use the Platform in any manner that is, or could reasonably be construed to be, unlawful, including, without limitation, in violation of any law, and/or rules of any national or other governmental agencies, and any regulations or other pronouncements having the force of law;
Not to use the Platform in any manner that is, or could reasonably be construed to be, in violation of these Terms of Use, fraudulent, misleading, malicious or discriminatory;
Not to take any action that could disable, overburden, or impair the operation or availability of the Site, such as a denial of service attack;
Not to engage in manipulative practices designed to obfuscate the true intent of your submissions to the Platform, or to artificially generate traffic to another website;
Not to facilitate or encourage any violations of these Terms of Use;
Not to issue chargeback disputes against the Company;
Not to use patented, copyrighted, trademarked or other protected intellectual property without the written consent and authorization of the owner of such property;
Not to copy, distribute or disseminate the Platform or any portion thereof, and not to transfer the Platform, or any portion thereof, to another person or “mirror” the Platform, or any portion thereof, on any other server;
Not to decompile or reverse engineer, or attempt to decompile or reverse engineer, the Platform or any portion thereof; and
Not to take any other action that could result in any damage or disruption to the Site, or that could otherwise result in any liability, damages, costs or expenses on the part of the Company.
You will respect the privacy of other Users (including, but not limited to Users’ private, family and home life), as well as the data and property of other Users.

Your failure to abide by these Terms of Use will result in your immediate removal from the Platform and cancellation of all Services provided by the Company. This includes blocking you from the Platform and all forms of social media accounts held and operated by the Company.

RELATIONSHIP BETWEEN THE COMPANY, SERVICE MEMBERS/CLIENTS, & AGENTS

CONTRACTS FOR SERVICES ARE EXCLUSIVELY BETWEEN SERVICE MEMBERS/CLIENTS AND AGENTS. THE COMPANY ONLY PROVIDES A MECHANISM TO CONNECT AGENTS WITH SERVICE MEMBERS/CLIENTS AND COLLECTS A PERCENTAGE OF ANY COMMISSIONS EARNED BY AN AGENT UPON CONSUMMATION OF A SALE. AGENTS ARE INDEPENDENT CONTRACTORS OF SERVICE MEMBERS/CLIENTS. AGENTS ARE NOT EMPLOYEES, PARTNERS, INDEPENDENT CONTRACTORS, REPRESENTATIVES, AGENTS, OR OTHERWISE AFFILIATED WITH THE COMPANY. SERVICE MEMBERS/CLIENTS EMPLOY AGENTS. SERVICE MEMBERS/CLIENTS ARE SOLELY RESPONSIBLE TO DIRECT AGENTS AS NECESSARY IN THE PERFORMANCE OF THE SERVICES. THE COMPANY DOES NOT EMPLOY AGENTS IN ANY WAY, AND THE COMPANY DOES NOT SUPERVISE, DIRECT, OR EXERCISE ANY CONTROL OR INVOLVEMENT IN THE SERVICES CONTRACTED FOR BETWEEN SERVICE MEMBERS/CLIENTS AND AGENTS OTHER THAN COLLECTION OF THE REFERRAL FEE. USERS DO NOT HAVE ANY AUTHORITY TO BIND THE COMPANY THROUGH ANY ORAL OR WRITTEN AGREEMENT, WHETHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ANY LIABILITY AND RESPONSIBILITY FOR THE SERVICES PERFORMED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES ASSOCIATED WITH THE SERVICES PERFORMED.

Without limitation, the Company is not responsible and will not be liable for any worker’s compensation claims, federal, state, or local tax payments or income tax withholdings, sales tax, unemployment or disability insurance, or licensing of Agents. Agents are responsible for their own business decisions and judgment when entering into contracts for Services with Service Members and Clients. Agents assume all risk for profits or losses.

RELATIONSHIP BETWEEN SERVICE MEMBERS/CLIENTS AND AGENTS

The Company is not a party to any contracts for Services between Service Members/Clients and Agents. Service Members/Clients and Agents contract with one another directly.

Service Members/Clients and Agents acknowledge and agree that they create a legally binding agreement when Service Members/Clients and Agents execute a buyer agency, seller agency, or transaction broker agreement (or your state’s equivalent of such agreements) (the “Agency Agreement”). The terms of the Agency Agreement accepted by the Service Member/Client and Agent are outside the scope of these Terms of Use, and in the event of any conflict between these Terms of Use and the Agency Agreement, the Agency Agreement controls.

You agree that the Company is not a party to the Agency Agreement and that the Company’s role is solely limited to (a) providing a means for Agents and Service Members/Clients to be connected with one another, (b) the collection of a referral fee from the Agent upon the consummation of a sale, and (c) the distribution of the Move-In Bonus (described below in Section 8) to the Service Member. To this extent the Company assumes no liability and disclaims all responsibility for any acts or omissions of the Agent, in or outside of the Platform.

Any Service Member who uses the Platform is not obligated to select an Agent from the Platform. Any Agent who uses the Platform is not restricted from also using other platforms or websites that offer similar services.

The Company requires Agents to provide their license number and brokerage information in order to join the Platform and the Company will verify such information. However, Service Members/Clients are solely responsible for determining whether an Agent is qualified to perform the Services and possesses all necessary licenses and insurance.

Service Members/Clients shall pay their Agents for Services performed as stipulated in the Agency Agreement. The Agent shall sign a separate agreement with the Company (the “Referral Partner Agreement,” and the Agent, the “Referral Partner”) in which they agree to share a percentage of whatever commissions they earn for sales consummated via a relationship created through the Platform with the Company, and the Referral Partner will distribute a fixed amount based on the total home price back to the Service Member, as more fully described below in Section 8, Move-In Bonus, in states that allow

Should a dispute arise between Users, Users agree to immediately notify the Company and to engage in good faith negotiations for a period of no less than 30 days before initiating any proceeding to formally resolve the dispute. Users further agree that the Company will not be named as any party to this dispute, or otherwise be involved in this dispute.

AGENTS

Agents are solely responsible for identifying and obtaining any necessary licenses, permits, or other registrations required by state law required to perform the Services, and must provide proof of such requirements in order to become an Referral Partner. The Company assumes no liability for and disclaims all liability and responsibilities for any fines assessed against an Agent who does not obtain the proper licenses, permits, or registrations as required by federal, state, or local laws, regulations, or rules.
In order to become a Referral Partner, Agents agree to enter into the Referral Partner Agreement and to comply with all the provisions thereof. Any violations of the Referral Partner Agreement will result in the immediate termination of the Agent’s access to the Platform.
Agents agree to provide biographical information and a headshot to the Company and agree to allow the Company to display such information and headshot on the Site in accordance with our Privacy Policy, the Referral Partner Agreement, and the terms contained herein.
Agents agree that a sale or purchase consummated within two years of a Service Member/Client connecting with such Agent via the Platform will be subject to the terms of these Terms of Use and the Referral Partner Agreement, however, this does not apply to subsequent purchases and sales consummated with a recurring Service Member unless the Service Member herself chooses to go through the Platform to receive the Move-In Bonus, nor does it apply to any referrals received outside of the Platform from such Service Member.

NO FIDUCIARY DUTY

Your use of the Platform does not create or impose any fiduciary duty on the Company to you, and these Terms of Use are not intended to, and do not, create or impose any fiduciary duty on the Company. As such, to the fullest extent permitted by applicable law and not withstanding any other provision of these Terms of Use, you and the Company agree that no fiduciary duty is placed on the Company by your use of the Platform.

VETTING OF USERS

All Users agree that the Company may, but is not obligated to perform vetting of all Agents. The Company will require Agents to submit at least two references of former Service Member clients (although the Company reserves the right to waive this requirement) and the Company will contact such references as well as the Agent’s brokerage. The Company will not require Service Members to provide proof of their status qualifying them as Service Members under these Terms of Use, however, the Company will send an agreement to the Service Member or Client approximately when the Service Member or Client goes under contract on a property, requiring the Service Member or Client to affirm their status as either and agree to the terms of receiving the Move-In Bonus (the “Move-In Bonus Agreement”).

Misrepresentation by a User of their status as a Service Member to receive the Move-In Bonus when they do not meet the eligibility requirements outlined in Section 1 above will subject such User to the legal consequences contained in that section. Misrepresentation by an Agent of their status in violation of the Referral Partner Agreement will subject the Agent to the legal consequences described in the Referral Partner Agreement.

Despite these efforts, and because the Company must rely solely on the information provided by Users themselves, the Company cannot guarantee and cannot confirm the identity of each User and cannot guarantee that each User is who they claim to be. As such, the Company does not assume any liability for, and disclaims all warranties and liabilities, with regard to the accuracy and reliability of all background and identity checks, and the information provided through the Platform that results from such investigations.

THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, AND INSURERS DISCLAIM ALL LIABILITY, AND ARE NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR CONDUCT OF USERS ONLINE AND OFFLINE. IN ADDITION, YOU HEREBY RELEASE AND HOLD HARMLESS THE COMPANY FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PLATFORM.

MOVE-IN BONUS

The Platform is free for Agents, Service Members, and Clients to use. The only fee the Company takes is a percentage of any commission an Agent earns for purchase or sales consummated via a relationship created through the Platform with the Company (the “Referral Fee,” as more fully described in the Referral Partner Agreement). The Refrral Partner also agrees, when allowed, to distribute an amount to the Service Member from their earned commission as a “Move-In Bonus,” determined as follows:

Home Price	Move-In Bonus	Charity Donation
< $100,000	$200	$20
$100,000 – $199,999	$400	$40
$200,000 – $299,999	$700	$700
$300,000 – $399,999	$1,000	$100
$400,000 – $499,999	$1,200	$120
$500,000 – $599,999	$1,500	$150
$600,000 – $749,999	$2,000	$200
$750,000 – $999,999	$3,000	$300
$1,000,000+	$4,000	$400

The Service Member will receive the Move-In Bonus upon closing on the property, when allowed. In the event that the Move-In Bonus is not allowed in the state of the sale, VeteranPCS will work with the Service Member to determine if another method is allowed.

In such a case as an Agent defaults on its obligations under the Referral Partner Agreement and does not pay the Referral Fee or Move-In Bonus, the Company will pursue legal action against the Agent to recover such fee and any associated costs as provided herein and by applicable law.

Before the Service Member is eligible to receive the Move-In Bonus, they shall sign the Move-In Bonus Agreement with the Referral Partner affirming their status as either a Service Member or a Client and agreeing to the terms of receiving the Move-In Bonus. If you do not sign and return the Move-In Bonus Agreement, you will not be entitled to receive the Move-In Bonus. The Move-In Bonus will be distributed to the Service Member at closing however best determined by the settlement closing service appointed and must be approved by the lender if purchasing with a new loan.

The Move-In Bonus is offered in most states, but due to local regulations, it may not be available in your state. In such states, VeteranPCS may offer a “Relocation Grant” in lieu of the Move-In Bonus if it is not available in your state. You must apply and be approved for the Relocation Grant, and VeteranPCS is under no obligation to approve such application. We will reach out to you once you begin using the service and notify you if the Move-In Bonus is not available in your state and what next steps may be available.

The Move-In Bonus (or Relocation Grant, as applicable) is only available with the purchase and/or sale of your home through the use of a VeteranPCS-introduced real estate agent. Other terms and conditions may apply. This is not a solicitation if you are already represented by a real estate broker. Please contact [email protected] for details. Program terms and conditions are subject to change at any time without notice. By using the services offered herein, you represent that you have read, understood, and agree to the Platform Terms of Use.

LICENSE AGREEMENT/TERMINATION

By registering for the Platform and using the Services offered by the Company, the Company grants you a limited, revocable, non-transferable license to use the Platform. This license is solely for your own personal use and only for the purposes set forth on the Platform. You may download, view, copy, and print the Information incorporated into the Platform solely for your personal, non-commercial use. The Information may not be transferred to, shared with, or disseminated with anyone for any purpose that is inconsistent with the purpose of the Platform, to facilitate unfair competition with the Company or the Platform, or for any purpose that is inappropriate or unlawful under applicable United States or international law or otherwise in violation of these Terms of Use. The Company reserves all rights, including but not limited to, intellectual property rights not expressly granted to you.

This limited license is freely revocable and may be terminated by the Company at any time and without cause and in the sole discretion of the Company. This License shall automatically be revoked and terminated upon any violation of these Terms of Use or any other rule, regulation, or policy of the Company. Upon termination of this license, you agree that you shall destroy any materials (electronic or otherwise) related to the Platform that remain in your possession or control, and you acknowledge that after such revocation or termination the Company may deny your access to the Platform in its sole discretion.

If the Company terminates your access to the Platform, you may not attempt to access the Platform under your name, or any fake name or assumed alias, corporate name, or on behalf of a third-party.

You are free to terminate your account at any time by ceasing to use the Platform in its entirety.

These Terms of Use survive any termination of your account.

THIRD-PARTY LINKS

The Platform may contain links to other websites. These links are provided for informational purposes only, and the Company does not sponsor or affiliate with any linked entity unless expressly stated. The Company makes no representations and assumes no responsibility for your use of links provided on the Platform. You agree to indemnify and hold the Company and any of its related entities, board members, employees, agents and representatives harmless from and against, and shall reimburse the Company for any liability, damage, claim, loss, cost or expense (including, without limitation, court costs and reasonable attorneys’ fees) which may be incurred by the Company as a result of the material you link, upload, post, or transmit to the Site. The Company has no duty to review or edit materials submitted by users. Any such materials may be removed by the Company at any time for any reason whatsoever.

MODIFICATION

The Company reserves the right to update these Terms of Use at any time. The Company will provide Users notice by email or by posting the changes to the Site. The changes will become effective 30 days after emailing or posting notice of the changes. For the avoidance of doubt, no unilateral amendment will retroactively change agreed dispute-resolution provisions of these Terms of Use, if any, including, for example, arbitration provisions for then-pending disputes unless the parties expressly agree otherwise.

The Company will post the date of the last update to these Terms of Use. Your continued use of the Platform after such modifications will be deemed to be your conclusive acceptance of all modifications to these Terms of Use. If you are dissatisfied as a result of such modification(s), your only recourse is to immediately discontinue use of the Platform.

MOBILE APP UPDATES AND UPGRADES

By installing any App, you agree to the installation and any updates or upgrades released through the Platform. Updates and upgrades are necessary to ensure the proper performance of the Platform and to ensure a satisfactory user experience. You have the option to perform updates and upgrades automatically. If you elect for automatic upgrades, you consent to the automated communication between your mobile device and the platform. Any personal information collected through this process is governed by the Privacy Policy.

YOUR FEEDBACK, COMMENTS AND SUGGESTIONS FOR IMPROVEMENTS

We welcome your feedback, comments, suggestions for improvements, and requests for technical support and other communications relating to the Platform (collectively, your “Feedback”). Additionally, we may allow a Service Member or Client User to submit a review of an Agent after the consummation of a purchase or sale, and in our discretion we may display such review on the Platform (a “Review”). Please email your Feedback to us at [email protected]. With respect to your Feedback and Reviews, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit your Feedback that we receive from you for any purpose.

CHILDREN

The Platform is intended for adults 18 years or older. You are not permitted to use the Platform if you are under the age of 18. By using the Platform, you agree to provide us with accurate information concerning your age or identity if we request it. You also agree not to assist children under the age of 18 in accessing the Platform.

GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

All matters relating to your use of the Platform and these Terms of Use and any claim, controversy, or dispute arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or your use of the Platform will be instituted exclusively in the federal courts of the United States located in the city and county of Denver, or the courts of the State of Colorado located in El Paso County City, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in any other jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

The Company, in its sole discretion, may require you to submit any disputes arising from your use of the Platforms or these Terms of Use, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination to final and binding arbitration. YOU HEREBY WAIVE ANY RIGHTS TO TRIAL BY JURY.

If a dispute arises between you and us regarding the respective rights or obligations under these Terms of Use, the parties agree to first attempt to settle each such dispute by direct discussions for a period of no less than 30 days. If such dispute cannot be settled by direct discussions, any unresolved dispute or breach will be resolved as provided above and by law. The prevailing or non-dismissing party in any dispute, litigation, or cause of action related to these Terms of Use will be entitled to reimbursement of all reasonable expenses, including without limitation court or arbitration or mediation costs and attorney fees incurred in good faith.

DISCLAIMER OF WARRANTIES

You acknowledge and agree that no warranties of any kind are made with respect to the Platform and other Services offered by the Company. Furthermore, you acknowledge that the Information and links provided through the Platform are compiled from sources that are beyond the control of the Company. Though such Information is recognized to be generally reliable, you acknowledge that inaccuracies may occur, and that the Company and its licensors do not warrant the accuracy or suitability of the Information.

FOR THIS REASON, YOU ACKNOWLEDGE THAT THE PLATFORM AND THE INFORMATION CONTAINED THEREIN ARE PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, AVAILABILITY, SERVICE LEVELS, TIMELINESS, AND PERFORMANCE OF THE PLATFORM.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, DAMAGES, LOSSES, COSTS OR EXPENSES (INCLUDING ATTORNEY’S FEES) RELATED TO THE FOLLOWING, AND DOES NOT WARRANT THAT (I) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR-FREE, (III) THAT ANY RESULTS MAY BE OBTAINED FROM YOUR USE OF THE PLATFORM, OR THAT ANY DATA, CONTENT OR INFORMATION ON THE SITE IS, OR WILL BE, VALID, ACCURATE, TIMELY, ADEQUATE, COMPLETE, LEGAL OR OTHERWISE RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.

TO THE FULLEST EXTENT ALLOWED BY LAW, THE COMPANY DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION, CONTENT OR ADVICE OBTAINED THROUGH THE PLATFORM AND ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SITE.

THE COMPANY DISCLAIMS ALL LIABILITY AND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE.

THE COMPANY DOES NOT WARRANT ANY SERVICES OBTAINED BY SERVICE MEMBERS FROM AGENTS AND DOES NOT RECOMMEND ANY PARTICULAR AGENT. THE COMPANY DOES NOT WARRANT OR GUARANTEE ANY AGENT’S SKILLS, EXPERTISE, LICENSING, ACCREDITATION, OR ANY OTHER CREDENTIALS.

UNDER THESE TERMS OF USE, YOU ASSUME ALL RISK OF ERRORS AND/OR OMISSIONS IN THE PLATFORM, INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION. YOU HEREBY ASSUME ALL RESPONSIBILITY (AND THEREBY HOLD THE COMPANY HARMLESS), BY WHATEVER MEANS YOU DEEM MOST APPROPRIATE FOR YOUR NEEDS, FOR DETECTING AND ERADICATING ANY VIRUS OR PROGRAM WITH A SIMILAR FUNCTION.

THE COMPANY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE PLATFORM AND DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE QUALITY OF SERVICES CONTRACTED FOR AND PERFORMED.

LIMITATION OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ITS EMPLOYEES, AGENTS, LICENSORS OR CONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR MULTIPLE DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, REVENUES, OR OTHER ECONOMIC LOSSES WHETHER DEEMED DIRECT OR CONSEQUENTIAL AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE.

IN NO EVENT SHALL OUR LIABILITY FOR ANY DAMAGES, REGARDLESS OF KIND OR TYPE, TO YOU OR ANY OTHER PERSON, EXCEED THE LESSER OF ANY AMOUNTS YOU PAID TO USE THE PLATFORM OR $100.

LIMITATION OF CLAIMS

Any action on any claim against the Company must be brought by the user within one year following the date the claim first accrued or shall be deemed waived.

SEVERABILITY

Whenever possible, each provision of these Terms of Use shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms of Use is prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of these Terms of Use. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the parties at the time the original provision was agreed upon.

INDEMNIFICATION

You agree to defend, indemnify, and hold the Company and its employees, agents, licensors or contractors harmless from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to your use of the Platform, including without limitation, your violation of these Terms of Use, in each case whether or not caused by the negligence of the Company or its employees, agents, licensors or contractors and whether or not the relevant claim has merit.

In the event that any third-party claim is brought, the Company has the right and option to, at its own expense, undertake the defense and control of such action with counsel of its choice. If the Company exercises this option, you agree to cooperate with it in asserting any available defenses.

COPYRIGHT, PATENT AND TRADEMARK NOTICE

The Platform and Information is the valuable, exclusive property of the Company its licensors and nothing in these Terms of Use shall be construed as transferring or assigning any such ownership rights to you or any other person or entity. The Information is protected by contract law and various intellectual property laws, including domestic and international copyright laws. Except as expressly permitted in these Terms of Use, you may not copy, adapt, distribute, commercially exploit, or publicly display the Information or any portion thereof in any manner whatsoever without the Company’s prior written consent. You may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portions of the Information. The Company, and its associated logos, and all page headers, custom graphics, buttons, and other icons are service marks, trademarks, registered service marks, or registered trademarks of the Company. All other product names and company logos mentioned on the Platform or Information are trademarks of their respective owners.

PROPRIETARY RIGHTS

The Platform and its content are protected by copyright, trademark, and other proprietary laws. Any Company logos and/or trademarks that appear anywhere on the Site are our property and may not be used without our express written consent. All other trademarks, service marks, and logos used in connection with any User, with or without attribution, are the trademarks, service marks, or logos of their respective owners and may not be used without their express written consent.

23. YOUR REPRESENTATIONS AND WARRANTIES

In addition to the representations made in Section 1 above, and any other representations and warranties made throughout these Terms of Use, you hereby represent and warrant that:

You are duly authorized by all necessary action and have all consents, rights and authority to execute these Terms of Use, and the information you provided to us was and is true, accurate, current and complete;
you will abide at all times with the Community Guidelines of Use laid out in Section 2 above and all other terms and conditions of these Terms of Use;
you will access and use the Platform in compliance with any and all applicable law(s), rules(s) or regulation(s) (whether in the United States or other countries); and
if we grant you access to the Platform in your individual capacity, you are at least 18 years of age.

COMMUNICATIONS

When you visit our Site, use the Platform, or send us an email, you expressly indicate your consent to electronically receive any and all communications, notices, and our disclosures that we may provide in connection with your communication. Additionally, you may opt-in to receive email communications from us, which may include promotional, marketing, and advertising information and recommendations that we believe may be of interest to you, in accordance with applicable law. You may opt-out by emailing us at [email protected], however you understand that you may not opt-out of communications related to a transaction consummated via the Platform.

Consistent with federal CAN-SPAM or anti-spam laws, if you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email, excepting that we may still send you administrative and transactional notices, including, without limitation, information about your account or other information that may be necessary to provide you with the Services.

ENTIRE AGREEMENT

If you are a Service Member or Client, these Terms of Use and our Privacy Policy, which is fully incorporated by reference herein, constitute the entire agreement between you and the Company. If you are an Agent, you must also agree to the Referral Partner Agreement in which case these Terms of Use, our Privacy Policy, and the Referral Partner Agreement constitute the entire agreement between you and the Company. In the case of any conflicts between these Terms of Use and the Referral Partner Agreement the terms of the Referral Partner Agreement will control. These Terms of Use may not be modified except by the Company.