Terms of Use

Effective Date: July 29, 2022

Last updated July 29, 2022

1. INTRODUCTION

These Terms of Use are a legal agreement between you and Roup LLC (the "Company," "us," "our," and/or "we") regarding your use of the website located at www.roup.com (the "Website") and the services offered through the Website (collectively, the Website and the Software and other services offered through the Website are the "Service"). By accessing or using the Service, you are accepting these Terms of Use (on behalf of yourself or the entity that you represent), and acknowledge our Privacy Policy located at https://www.roup.com/Home/Privacy. If you do not want to agree to these Terms of Use, you must not access or use the Service. You are also representing and warranting that you have the right, authority, and capacity to enter into these Terms of Use on behalf of yourself or the entity that you represent.

The Company provides services through the Website, including a service for private selling officers, sheriffs, master commissioners, auctioneers, and other authorized officials (each a "Sales Official"), to list properties for public auction and for persons to search for and enter bids on such properties. By accessing or using the Service, you acknowledge and agree that you have read and understood these Terms of Use and that you agree to be bound by these Terms of Use. These Terms of Use affect your legal rights, responsibilities and obligations. They govern your use of the Service, are legally binding on you, limit our liability to you, and require you to indemnify us under certain circumstances. If you do not agree with all of the provisions of these Terms of Use, do not access or use the Service.

The Service is offered and available to users who are 18 years of age or older and a resident of the United States at the time of such use. By using the Service, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service. Certain features of the Service may be subject to additional guidelines, terms, or rules ("Additional Terms"), which will be posted on the Website or otherwise made available through the Service in connection with such features. All such Additional Terms are incorporated by reference into this Agreement and made a part of these Terms of Use.

The Company owns the Service, and the Service is a merely a platform. The Company does not own any property listed on the Service. The Company is not the seller of any property listed on the Website or otherwise through the Service. The Company does not market or conduct the auction of any property listed on the Website or otherwise through the Service. The Company does not obtain or furnish any information about any auction or property listed on the Website or otherwise through the Service. The Company is not a Sales Official, a real estate broker, or an appointee of a court. The Company is not involved in or a party to any transaction that arises from your use of the Website or otherwise through the Service.

Sales Officials are responsible for complying with all applicable laws and court orders regarding properties listed, marketed, and auctioned on the Website and for establishing the terms and conditions applicable to each auction (the "Auction Terms and Conditions"), and ensuring transactions are completed, disclosures are provided, and all funds are collected, held, and distributed in accordance with the applicable Auction Terms and Conditions and applicable laws. Without limiting the forgoing, each Sales Official represents that it, the Auction Terms, and all other UGC related to the Auction and all other UGC submitted by or that Sales Official causes the submission of complies with applicable laws, including without limitation the Fair Housing Act and all applicable federal, state and local fair housing laws. The Auction Terms and Conditions are separate from these Terms of Use. If you register to bid on a property, you will be bound by the Auction Terms and Conditions applicable to that property. We are not a party to the Auction Terms and Conditions established by any Sales Official. Each Sales Official hereby represents that the Auction Terms and Conditions for such Sales Official's Auctions are accurate, complete, and comply with all applicable laws.

2. OWNERSHIP AND YOUR RIGHTS TO USE THE SERVICE AND CONTENT

Excepting UGC embedded or otherwise included therein, the Service and all of its Content ("Content"), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein ("Intellectual Property"), are owned or controlled by the Company, our licensors, and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Service is the property of the Company, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. The Company name, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners. The Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.

Your right to use the Service and Content is subject to your strict compliance with these Terms of Use. Your right to access and use the Service and the intellectual property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Service and the Content is personal to you, you may not assign nor transfer your right; any attempt to do so is void. You may, for your personal, non-commercial, lawful use only (collectively, the following are the "Company Licensed Elements"):

Display, view, use, and play the Content on a computer, mobile or other internet enabled or permitted device ("Device") and/or print one copy of the Content (excluding source and object code in raw form or otherwise) as it is displayed to you.
Stream the Content using any of the widgets and/or other digital streaming internet video players, if any, provided on the Service.
If the Service includes a "Send to Friend," social media sharing or similar tool that allows you to initiate and send to one of your friends a communication that includes Content, or to post our Content to Third-Party Services or your own site or online service, and the tool is operational, use the tool to do so; provided, however, that you do not do so in any manner that violates applicable law or third-party rights or reflects negativity on us, and only send to recipients you have permission to contact.
If the Service includes a "Download" link next to a piece of Content (including, without limitation, an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), you may only download a single copy of such Content to a single Device.
Download, install and use one copy of any software, including apps, that we make available on or through the Service ("Software") on your Device in machine-executable object code form only and make one additional copy for back-up purposes; provided, however, that you understand and agree that (i) by allowing you to download the Software, the Company does not transfer title to the Software to you (i.e., you own the medium on which the Software is recorded, but the Software's owner (which may be the Company and/or its third-party Software licensor) will retain full and complete title to such Software); (ii) you may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software, except as expressly authorized in these Terms of Use, without the prior written consent of the Company; (iii) you may not assign, rent, lease, or lend the Software to any person or entity and any attempt by you to sublicense, transfer, or assign the Software will be void and of no effect; and (iv) you may not decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.
If made available to you, obtain a registered personal account (and/or related username and password) on the Service and interact with the Service in connection therewith.
Link to the Service from a website or other online service, so long as: (a) the links only incorporate text, and do not use any the Company names, logos, or images, (b) the links and the Content on your website do not suggest any affiliation with the Company or cause any other confusion, and (c) the links and the Content on your website do not portray the Company or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain Content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party or are otherwise objectionable to the Company. The Company reserves the right to suspend or prohibit linking to the Service for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
Use any other functionality expressly provided by the Company on or through the Service for use by users, subject to these Terms of Use (including, without limitation, functionality to create and/or post User-Generated Content (as defined below)) and any applicable Additional Terms.

Access to certain portions and functionality of the Service requires account creation and/or registration on the Website and your agreement to be bound by the applicable Auction Terms and Conditions.

In using the Service, you must respect the intellectual property and rights of others and the Company. Your unauthorized use of Content may violate the rights of others and applicable laws, and may result in your civil and criminal liability. If you believe that your work has been infringed via the Service, see Section 7 below.

These Terms of Use include only narrow, limited grants of rights to use and access the Service and Content. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY THE COMPANY AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any Content or the Service for any purpose is prohibited.

3. CONTENT YOU SUBMIT

The Company may now, or in the future, offer users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service, or on or in response to our pages or posts on any third-party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us (collectively, "submit") Homeowner Content and other messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, Content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding the Company Licensed Elements included therein, "User-Generated Content" or "UGC"). You may submit UGC through your account profile, Property listings, forums, blogs, message boards, social networking environments, Content creation and posting tools, social communities, contact us tools, email, and other communications functionality. Except to the extent of the rights and license you grant in these Terms of Use, you retain whatever legally cognizable right, title, and interest that you have in your UGC. For the avoidance of doubt, if you upload, post, or otherwise submit or request or otherwise authorize a third party to upload, post, or otherwise submit files, images, photos, comments, or other information related to a property on or otherwise through the Service as a homeowner ("Homeowner Content"), you represent that you own the applicable property, have all necessary rights in and to the property and Homeowner Content to use the Service and for the use of such Homeowner Content by Company, Sales Officials and other users on and through the Service, and that such Homeowner Content is your UGC.

Except as otherwise described in the Service's posted Privacy Policy, you agree that (a) your UGC will be treated as non-confidential and non-proprietary by us - regardless of whether you mark them "confidential," "proprietary," or the like - and will not be returned, and (b) to the maximum extent not prohibited by applicable law, the Company does not assume any obligation of any kind to you or any third party with respect to your UGC. Upon request, you will provide documentation necessary to authenticate rights to such Content and verify your compliance with these Terms of Use. You acknowledge that the Internet and mobile communications may be insecure and subject to breaches of security; accordingly, you acknowledge and agree that your UGC is submitted at your own risk.

In your communications with the Company, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for websites, apps, software or otherwise (collectively, "Unsolicited Ideas and Materials"). Any Unsolicited Ideas and Materials you submit are deemed UGC and licensed to us as set forth below. In addition, the Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Company's receipt of your Unsolicited Ideas and Materials is not an admission by the Company of their novelty, priority, or originality, and it does not impair the Company's right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

Except as otherwise described in our Privacy Policy, you hereby grant the Company, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your UGC (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such UGC and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any UGC for any purposes whatsoever, including developing, producing, and marketing products and/or services. You understand that in exercising such rights metadata, notices and Content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to the Company to your UGC, you also, as permitted by applicable law, hereby grant to the Company, and agree to grant to the Company, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any UGC, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any UGC, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted herein.

The Company may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your UGC, and the Company may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of UGC without notice or any liability to you or any third party in connection with our operation of UGC venues in an appropriate manner. Without limitation, we may do so to address Content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms of Use. Such UGC submitted by you or others need not be maintained on the Service by us for any period of time, and you will not have the right, once submitted, to access, archive, maintain, change, remove, or otherwise use such UGC on the Service or elsewhere. We are an interactive computer service platform, not a publisher. We are solely an intermediary for the Content of users. WE HAVE NO RESPONSIBILITY FOR AND NO OBLIGATION TO MONITOR UGC FOR APPROPRIATENESS, ACCURACY, OR OTHERWISE, AND DO NOT RECOMMEND OR ENDORSE, ANY UGC POSTED, UPLOADED, OR OTHERWISE MADE AVAILABLE BY USERS OR THIRD PARTIES, ON OR THROUGH THE SERVICE. UGC DOES NOT NECESSARILY REFLECT THE OPINION OF COMPANY.

Without limiting your representations or obligations contained in these Terms of Use or otherwise, each time you submit or authorize or otherwise cause the submission of any UGC, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any UGC you submit, and that, as to that UGC:, (a) you are the sole author and owner of the intellectual property and other rights to the UGC, or you have a lawful right to submit or cause the submission of the UGC and grant the Company the rights to it that you are granting by these Terms of Use, all without any Company obligation to obtain consent of any third party and without creating any obligation or liability of the Company; (b) the UGC is accurate, complete, current, and may be relied on by Company, Sales Officials, homeowners, and other users; (c) the UGC does not and, as to the Company's permitted uses and exploitation set forth in these Terms of Use, will not infringe any intellectual property or other right of any third party; and (d) the UGC will not violate these Terms of Use, or cause injury or harm to any person. Without limiting the forgoing, you represent that you and the UGC you submit or cause the submission of each comply with and will remain in compliance with applicable laws, including without limitation the Fair Housing Act and all applicable federal, state and local fair housing laws.

The Company has no obligation to monitor or enforce your intellectual property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including initiating actions in your name and on your behalf (at the Company's cost and expense, to which you hereby consent and irrevocably appoint the Company as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).

If you submit UGC that the Company reasonably believes violates these rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by applicable law or otherwise. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the UGC in question being removed from the Service.

You are solely responsible for your interaction with other users of the Service, whether online or offline. This includes all communications and Transactions between you and Sales Officials, and between you and homeowners, vendors, or other third parties and users. We are not responsible or liable for the conduct or Content of any user, including Sales Officials, or homeowners, or third parties. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users, including Sales Officials, homeowners, vendors, or other third parties. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

We expect UGC to be appropriate for a general audience, and the audience it is made available, but do not undertake to monitor it, and you consent to potentially encountering Content you find offensive or inappropriate. If you discover any Content that violates these Terms of Use, then you may report it to us via the contact page on the Website. For alleged infringements of intellectual property rights, see Section 7 below.

4. SERVICE AND CONTENT USE RESTRICTIONS

You agree that you will not: (i) use the Service for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other "hidden text" utilizing any intellectual property; (iii) engage in any activities through or in connection with the Service that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to the Company; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service by any means whatsoever or modify any Service source or object code or any Software or other products, services, or processes accessible through any portion of the Service; (v) engage in any activity that interferes with a user's access to the Service or the proper operation of the Service, or otherwise causes harm to the Service, the Company, or other users of the Service; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other Content protection or access control measure) of the Service or any feature that restricts or enforces limitations on use of or access to the Service, the Content, or the UGC; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Service, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Service, other computer systems or networks connected to the Service, through password mining or any other means; or (ix) use or authorize or direct the use of the Service for any unlawful purpose or in any way that violates any applicable federal, state, local, or international law or regulation (including without limitation, any laws regarding the export of data or software to and from the US or other countries), or otherwise violate these Terms of Use.

You also agree that, in using the Service, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Service by using any robot, rover, "bot", spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) will keep intact all trademark, copyright, and other Intellectual Property and other notices contained in such Content; (iv) will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors' products, services, or brands; (v) will not make any modifications to such Content (other than to the extent of your specifically permitted use of the Company Licensed Elements, if applicable); (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms of Use or with the prior written consent of an officer of the Company or, in the case of Content from a licensor, the owner of the Content; and (vii) will not insert any code or product to manipulate such Content in any way that adversely affects any user experience or the service.

The Company, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Service and/or Content (and any elements and features of them), in whole or in part, for any reason, in the Company's sole discretion, and without advance notice or liability.

You are responsible for complying with all applicable laws related to the use of the Service. You, and not the Company, are solely responsible for conducting due diligence regarding any property on the Service. You acknowledge and agree that all properties on the Service are offered and are being sold in their "as is" and "where is" condition, with all faults, defects, and limitations, whether apparent or not, and that no warranties of title are made in connection with the conveyance of title. You further acknowledge and agree that if you are the highest bidder for a property, you will be bound by Ohio law and the terms of the applicable Auction Terms and Conditions to complete your purchase of the property without any contingencies, including financing and inspection contingencies. By placing a bid on a property, you represent that you have conducted all necessary research and due diligence about the property that you deem appropriate or necessary in order for you to place your bid.

You further acknowledge and agree that we have not made, do not make and specifically negate, and disclaim, any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to any property listed on the Service, including the occupancy status of any property and whether any information about a property is complete, accurate, reliable, current, or error-free. All descriptions of properties are based solely on visual observations or information available from public records and are provided solely for identification purposes.

If you are the highest bidder at an auction, you acknowledge and agree that all eviction proceedings and other duties and responsibilities of a real property owner and/or landlord, including compliance with federal, state or local laws, ordinances and regulations, will be your sole responsibility and obligation.

5. REGISTRATION AND ACCOUNTS

You do not need to register or create an account with us to use certain aspects of the Service. However, registration and/or account creation are necessary to engage in certain other Service activities and to access certain Service Content and functionality. If you want to place a bid on a property, you must register for an account with the Company and provide certain information about yourself or the entity you represent as prompted by the Website registration form and agree to be bound by the Auction Terms and Conditions applicable to the property. You are solely responsible and liable for the security and confidentiality of your access credentials and for restricting access to your Device and for all activity under your account, including any bid placed on a property. User names and passwords must be personal and unique, and they shall not violate the rights of any person or entity or be offensive. We may reject the use of any password, username, or email address for any reason in our sole discretion. You are solely responsible for your registration information and for updating and maintaining it. You will immediately notify us via the contact page on the Website of any unauthorized use of your account, password, or username, or any other breach of security, but will remain responsible for any unauthorized use, including all bidding activity. You should use particular caution when accessing your account from public or shared computers or devices so that others are not able to view or record your password or other personal or other information. You shall not sell, transfer, or assign your account or any account rights. Any attempt to do so will be null and void.

Without limiting the forgoing, you acknowledge that although electronic communications may provide convenience, related technology and tools have provided bad actors with opportunities for scams and other criminal activity. Phone calls, emails, and messages may appear to be legitimate, but could be a phishing attempt - an attempt to induce you to wire or otherwise transfer funds to a bad actor. If you do, your funds may not be recoverable. The FBI indicates email account compromise is one of the most financially damaging online crimes.

YOU SHOULD EXERCISE EXTREME CAUTION WHEN WIRING OR ELECTRONICALLY TRANSFERRING FUNDS OR OTHERWISE TRANSMITTING FUNDS OR COMMUNCATING ELECTRONICALLY!

6. OTHER PROGRAMS

We may make other programs available to you from time to time. Your participation in such a program may require you to register or apply separately and/or meet specific eligibility requirements for the program, which may require you to furnish us with additional information. In addition to these Terms of Use, other programs we may offer may be subject to separate or additional terms and conditions. When you register or apply for a program, or provide information to us in connection with a program, you will be subject to such separate or additional terms and conditions applicable to the program. The information you enter for a program is voluntarily submitted by you. You may also receive informative email messages as a result of your application or registration for a program unless you have chosen to opt out of receiving such messages, either at the time of sign up or in accordance with the opt-out instructions included with the informative message(s) delivered to you. You may be required to return to us a completed acceptance form contained in the notification email and/or to execute (without limitation) tax acknowledgement forms, forms or affidavits related to eligibility, liability releases and publicity releases (except where prohibited by law) within a designated time period. Such details and other information about a program will be included in the separate terms and conditions applicable to the program.

7. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT

If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act ("DMCA") to identify Content or material posted on the Service that is infringing that you would like removed from our Service, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice, you may submit such notice to us via the contact page on the Website.

8. NOTICES, QUESTIONS AND CUSTOMER SERVICE

You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. All legal notices to us must be sent to:

Roup LLC
Attention: General Counsel
1555 Lake Shore Drive
Columbus, Ohio 43204

If you have a question regarding the Service, you may contact the Company Customer Support via the contact page on the Website. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive these Terms of Use.

9. GEOGRAPHIC RESTRICTIONS

The owner of the Service is based in the State of Ohio in the United States. We provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its Content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

10. LIMITED ROLE OF COMPANY AND THE SERVICE AND RELEASE OF LIABILITY

You agree that, as permitted by applicable law, we will not be responsible or liable for anything related to the description of properties on the Service, the conduct of Sales Officials, including their interactions with you, and any transaction between you and a Sales Official, except for our breach of an express covenant or representation made by us in our these Terms of Use, even if such arises out of our errors or negligence or technical problems related to the Service.

Without limiting the generality of the forgoing, we do not warrant that any specifications, descriptions, pricing, or other UGC or Content made available by the Company or users (including without limitation Sales Officials or homeowners) on or through the Service is complete, accurate, reliable, current, or error-free. You agree that you will look solely to the Sales Official, and not to the Company, in all respects regarding any disputes that may arise between you and the Sales Official or homeowner, as applicable. As permitted by applicable law, by using the Services, all users (including without limitation Sales Officials and homeowners) irrevocably agree to release and hold Company Parties (defined below) harmless from and against all losses, damages, liabilities, claims, actions, proceedings, or judgments arising out of or relating to listings, properties, auctions, sales, UGC, and Transactions.

All users understand and agree that an auction might be cancelled or postponed for a variety of reasons. There is no guarantee that an auction will take place or be completed. The Company is not responsible for the cancellation or postponement of any auction.

All users understand and agree that a sale might be postponed or vacated by order of the court for a variety of reasons. There is no guarantee that a sale will be completed. The Company is not responsible for the vacation or postponement of any sale.

All users understand and agree that all rights under Section 1542 of the Civil Code of California ("Section 1542") and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. Users acknowledge that Section 1542 provides that: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.

Sales Officials may hire a title agency to assist them with the auction process, including the collection and disbursement of funds and the recording of deeds. You acknowledge and agree that you are not in privity of contract with any title agency hired by a Sales Official and are not a third-party beneficiary of any agreement between a Sales Official and a title agency.

11. THIRD-PARTY SERVICES; ADVERTISEMENTS; DEALINGS WITH THIRD PARTIES

The Service may contain third party plug-ins, applications, ads, tools and/or other Content, and/or links to or from third-party websites or other services that are not owned, controlled or operated by the Company, including services operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with the Company (collectively, "Third-Party Services") and Sales Officials. We may also host our Content, apps, and tools on Third-Party Services. The Company may have no or limited control over the Content, operations, policies, Terms of Use, or other elements of Third-Party Services, and does not assume any obligation to review them. The Company does not necessarily review, endorse, approve, or sponsor any Third-Party Services, Sales Officials, or any third-party Content, advertising, information, materials, products, services, or other items. Furthermore, the Company is not responsible for the quality or delivery of the products or services (including properties) offered, accessed, obtained by or advertised at such Third-Party Services or by Sales Officials. AS PERMITTED BY APPLICABLE LAW, THE COMPANY WILL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY INFORMATION OR CONTENT CONTAINED WITHIN THESE THIRD-PARTY SERVICES OR BY SALES OFFICIALS, OR HOMEOWNERS OR ITS OR THEIR DESIGNEES. Any activities in which you engage in connection with Third-Party Services are subject to that Third-Party Services' privacy policy and Terms of Use, which you should read before engaging in such activities. Transactions and other interactions between you and Sales Officials are subject to the applicable Auction Terms and Conditions and may be subject to other arrangements and agreements as between such parties.

If you are accessing or using the Service through Apple, Android, or other third party platforms or services, those Third-Party Services' own Terms of Use and policies apply to such access and usage.

Any interactions, correspondence, transactions, or dealings you have with any third parties found on or through the Service (including on or via Third-Party Services, advertisements, Listings or with Interested Persons or Sales Officials) are solely between you and the third party (including issues related to the Content of third-party advertisements, payments, delivery, warranties, privacy and data security, and the like). As permitted by applicable law, the Company disclaims all liability in connection therewith.

12. DISPUTES REGARDING TERMS OF USE

This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of the State of Ohio, without regard to its conflicts of law rules. Any allegation, controversy, or claim arising from or relating to a property listed on the Service or a transaction involving a property listed on the Service shall be brought in the court that appointed the Sales Official to conduct an auction of such property. Any other allegation, controversy, or claim shall be brought in the Franklin County, Ohio, Court of Common Pleas or the United States District Court located in Franklin County, Ohio. You hereby irrevocably consent to the exclusive jurisdiction and venue of these courts. You agree to submit to the personal jurisdiction of these courts, and you agree not to assert the doctrine of forum non conveniens in any action in these courts.

Limitation on Injunctive Relief

AS PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE DEEMED IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, UGC, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ANY COMPANY PARTY (INCLUDING YOUR LICENSED UGC) OR A LICENSOR OF ANY COMPANY PARTY.

Class Action Waiver

As permitted by applicable law, both you and the Company waive the right to bring any Dispute as a class, consolidated, representative, collective, or private attorney general action, or to participate in a class, consolidated, representative, collective, or private attorney general action regarding any Dispute brought by anyone else.

Jury Waiver

THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

The provisions of this Section shall supersede any inconsistent provisions of any prior agreement between the parties. This Section shall remain in full force and effect notwithstanding any termination of your use of the Service or these Terms of Use.

13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED OR OTHERWISE MADE AVAILABLE ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. To the fullest extent permissible by applicable law, the Company and their direct and indirect parents, subsidiaries, and affiliates, including Allodial Title LLC, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, "the Company Parties") hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Service, Content or other Content, the Company Licensed Elements, UGC, Listings, transactions, properties or other Company products or services.

THE COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. THE COMPANY DOES NOT WARRANT THE SERVICE AND/OR CONTENT AND/OR UGC OR OTHER CONTENT OR MATERIALS WILL BE RELIABLE, ACCURATE, ERROR FREE OR UNINTERRUPTED, OR THAT THE SERVICE WILL MEET YOUR NEEDS OR EXPECTATIONS.

NOTWITHSTANDING THE FORGOING, THIS SECTION DOES NOT EXPAND OR LIMIT ANY CAUSE OF ACTION YOU MAY HAVE AGAINST THE COMPANY PARTIES THAT IS NOT WAIVABLE UNDER APPLICABLE LAW.

Limitations of Liability

AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, IN CONNECTION WITH, OR OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO, WITHOUT LIMITATION, THE SERVICE, CONTENT OR OTHER CONTENT, THE COMPANY LICENSED ELEMENTS, UGC, TRANSACTIONS, PROPERTIES OR OTHER THE COMPANY PRODUCTS OR SERVICES, EXCEPT FOR DIRECT DAMAGES FOR PERSONAL INJURY CAUSED BY A PHYSICAL PRODUCT MANUFACTURED, SOLD OR PROVIDED BY THE COMPANY. WITHOUT LIMITING THE FORGOING, TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICE OR UGC OR OTHER ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO OR FROM IT.

THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF THE COMPANY PARTIES WERE ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING AN ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SERVICE).

AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS OF USE, EXCEED AN AMOUNT EQUAL TO $500.

14. UPDATES TO TERMS OF USE

It is your responsibility to review the posted Terms of Use each time you use the Service (at least prior to each transaction or submission). EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS OF USE AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF NEW TERMS OF USE BY POSTING THEM ON THE SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE NEW TERMS OF USE FOR YOUR NEW USE AND TRANSACTIONS. Any new Terms of Use will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. In the event any notice to you of new, revised, or additional Terms of Use is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You can reject any new, revised or additional Terms of Use by discontinuing use of the Service.

15. GENERAL PROVISIONS

As to any provision in these Terms of Use that grants the Company a right of consent or approval, or permits the Company to exercise a right in its "sole discretion," the Company may exercise that right in its sole and absolute discretion. No Company consent or approval may be deemed to have been granted by the Company without being in writing and signed by an officer of the Company.

As permitted by applicable law, you agree to, and you hereby, defend (if requested by the Company), indemnify, and hold the Company Parties harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Company Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with: (i) your UGC; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms of Use; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) the Company Parties' use of the information that you submit to us (including your UGC) (all of the foregoing, "Claims and Losses"). You will cooperate as fully required by the Company Parties, in the defense of any Claim and Losses. Notwithstanding the foregoing, the Company Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Company Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of a Company Party. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.

The Company controls and operates the Service from Ohio, U.S.A., and makes no representation that the Service is appropriate or available for use beyond the U.S.A. If you use the Service from other locations, you are doing so on your own initiative and responsible for compliance with applicable local laws regarding your online conduct and acceptable Content, if and to the extent local laws apply.

You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the Service, software, or any item, article, or material, or information to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.

If any provision of these Terms of Use is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms of Use, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms of Use. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

As permitted by applicable law, the Company reserves the right, without limitation, to: (i) investigate any suspected breaches of its Service security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms of Use, (iii) use any information obtained by the Company in accordance with its Privacy Policy in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms of Use, and (vi) discontinue the Service, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to the Company under these Terms of Use. Upon suspension or termination of your access to the Service, or upon notice from the Company, all rights granted to you under these Terms of Use will cease immediately, and you agree that you will immediately discontinue use of the Service. The provisions of these Terms of Use, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to the Company in these Terms of Use, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

The Company may assign its rights and obligations under these Terms of Use, in whole or in part, to any party at any time without any notice. These Terms of Use may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of the Company.

In the event you opt-in to receive SMS or other messages, you authorize the Company and our designees to send the applicable messages as described in the applicable notices, and without limitation you authorize such messages to be sent with varying messaging frequency and such other frequency as may be described in the applicable notices and as otherwise permitted by applicable law. Without limiting the forgoing, such messages may include marketing messages, and you represent that you are the registered owner or authorized user of the applicable device, and are authorized to provide the applicable consent. You acknowledge that SMS messages sent by Compass or our designees using an automated telephone dialing system are optional and not a condition of purchase or use of the Website. Message and data rates may apply. You acknowledge your carrier may charge for each message sent and received, and that you are solely responsible for any fees or charges incurred from sending or receiving the applicable messages. If your carrier does not permit SMS messages, you may not receive the SMS messages. Without limiting our rights or expanding our liability, neither we nor the wireless carriers will be liable for any delays in the receipt of, or failure to deliver any SMS message from us or our designees sent by automated telephone dialing system or otherwise.

These Terms of Use reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms of Use, (i) no failure or delay by you or the Company in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms of Use will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

Last updated July 29, 2022