Last updated November 8, 2023
Address: 1555 Lake Shore Drive, Columbus, Ohio 43204
THESE TERMS AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.
You represent and warrant that you are an individual of legal age to form a binding contract. If you are agreeing to these Terms on behalf of an organization or legal entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and to bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).
These Terms include only narrow, limited grants of rights to access and use the Service. 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 ROUP AND ITS LICENSORS AND OTHER THIRD PARTIES.
Updates to Terms
We may change these Terms at any time by notifying you of the change in writing (including by email or by updating the date above after "Last Updated"). All changes to these Terms are effective immediately upon posting. It is your responsibility to review these Terms prior to each time you use the Service. If the notice we provide is determined by a tribunal to be insufficient, then the most recent Terms prior to the change shall remain in effect until we provide you with notice that is sufficient.
This paragraph applies to all users except Authorized Real Estate Sales Professionals. You can reject our changes to these Terms by discontinuing your use of the Service. Your continued use of the Service now, or following the posting of updated Terms, means that you accept all changes made to these Terms.
This paragraph applies to all Authorized Real Estate Sales Professionals. If our changes to the Terms materially and adversely affect your rights under your SAAS, you will have the right, as your sole and exclusive remedy in connection with such change, to terminate your SAAS during the thirty (30) days following the date we post updated Terms. This right exists whether you use the Service during this 30-day period or not. If you wish to exercise this right, then, as a condition of termination, you must deliver to us a notice of termination pursuant to the notice requirement set forth in your SAAS. Time is of the essence regarding such notice. Your failure to provide such notice constitutes your acceptance of the updated Terms.
The defined term "Authorized Real Estate Sales Professional" refers to any Person who is a party to a Software as a Service Agreement with Roup (the "SAAS"), thereby authorizing such Person to access and use the Service subject to the terms and conditions of these Terms and the SAAS.
The words "company", "us", "our", and "we" each refer to Roup LLC.
The defined term "Company Parties" means Roup and its direct and indirect parents, subsidiaries, and affiliates, and each of their respective members, directors, officers, employees, agents, successors, and assigns.
The defined term "Conditions of Sale" refers to the terms and conditions governing the auction or sale of a particular property on a Website.
Except as provided in the next sentence, the defined term "Content" means any information, data, and other content, in any form or medium, hosted or stored on the Service or uploaded, posted, submitted, or otherwise transmitted through the Service. Content does not include any User Submission.
The defined term "Feedback" means any feedback, suggestion, idea, guidance, recommendation, instruction, design, concept, information, or material related to improving or otherwise modifying our Service or creating any new product or service, whether solicited by us or provided to us without our solicitation.
The defined term "Person" means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.
The defined term "User Submission" means any information, data, and other content, in any form or medium, that you upload, post, submit, or otherwise transmit through the Service. A User Submission includes Feedback.
The defined terms "Website" and "Websites" refer to each of the following individually or to all of them collectively, as the context indicates: (i) www.roup.com, (ii) each part of www.roup.com divided by a subdomain, (iii) www.roupams.com, (iv) each part of www.roupams.com divided by subdomain, and (v) the Branded System (as defined in the SAAS) of an Authorized Real Estate Sales Professional.
The words "you" and "user" refer to (i) any Person who accesses and uses our Service, and (ii) any Authorized Real Estate Sales Professional.
Important Notice - Mandatory Arbitration and Class Action Waiver
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION. YOUR AGREEMENT TO ARBITRATION MEANS YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, ALL DISPUTES BETWEEN US WILL BE DECIDED BY A NEUTRAL ARBITRATOR.
YOU ALSO AGREE THAT ALL DISPUTES BETWEEN US, WHETHER IN COURT OR IN ARBITRATION, WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND YOU ARE WAIVING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.
WE EXPLAIN THIS IN MORE DETAIL BELOW UNDER THE HEADING TITLED "MANDATORY ARBITRATION AND CLASS ACTION WAIVER."
Important Notice - Electronic Messages
When you use the Service or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on our Websites or through the Service. You can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Important Notice - 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 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, User Submissions, other content, listings, transactions, properties, or other Roup 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. ROUP DOES NOT WARRANT THE SERVICE AND/OR CONTENT AND/OR USER SUBMSISSIONS 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.
What We Do
We are a technology company that provides a white-label auction website and management system for real estate. Our Service allows Authorized Real Estate Sales Professionals to post listings for the sale of real estate by auction on a Website customized with their own brand and to manage their listings using our auction management system at www.roupams.com.
What We Don't Do
We do not own any property listed on the Service. We do not conduct auctions or solicit offers to buy real estate on the Service. We do not supervise, direct, or control the activities of any Authorized Real Estate Sales Professional or other users of the Service. We do not allow individuals to list their own homes on a Website. We are not involved in, nor are we a party to, any transaction that arises from your use of the Service. Although we reserve the right to do so, we have no obligation to monitor or to become involved in any dispute that may arise between you and other users.
Your Responsibilities Regarding Properties
YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING ALL DUE DILIGENCE ON PROPERTIES ON THE SERVICE. WE HEREBY DISCLAIM ANY RESPONSIBILITY AND LIABILITY FOR PROPERTIES ON THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTIBILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY REGARDING THE CONDITION OF A PROPERTY, WARRANTY REGARDING THE QUALITY OF A PROPERTY, AND WARRANTY REGARDING A PROPERTY'S COMPLIANCE OR NON-COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
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 legally bound to complete your purchase in accordance with the Conditions of Sale and applicable law. 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 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 whether information about a property is complete, accurate, reliable, current, or error-free.
We make no representation or warranty about the occupancy status of any property on the Service. 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, and local laws and ordinances and regulations, will be your sole responsibility and obligation.
Age and Residency Limits
We offer and make our Service available only to United States residents who are 18 years of age or older. If you do not meet these requirements, you must not access or use the Service.
Children's Online Privacy Protection Act
The Children's Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under the age of thirteen. We do not knowingly collect or solicit personally identifiable information from children under thirteen. If you are a child under thirteen, do not attempt to create an account or otherwise use the Service or send us any personal information. If we learn that we have collected personal information from a child under thirteen, we will delete that information as quickly as possible. If you believe that a child under thirteen may have provided us personal information, please contact us at email@example.com.
Creating an Account and Registering to Bid
You may need to create an account with us to use certain aspects of the Service. We may reject the use of any password, username, or email address for any reason in our sole discretion.
If you wish to bid on a particular property, you must (i) create an account with us, (ii) complete a registration process applicable to that property, and (iii) agree to be bound to the Conditions of Sale applicable to that property.
You are solely responsible for your registration information and for updating and maintaining it.
You are not permitted to sell, transfer, or assign your account or any account rights. Any attempt to do so will be null and void.
Your Login Credentials
You are solely responsible and liable for the security and confidentiality of your login credentials and for restricting access to your computer or mobile device. You are solely responsible and liable for all activity under your account, including all bids placed on a property.
You will immediately notify us 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 may notify us via the contact page on the Websites or by sending an email to firstname.lastname@example.org.
Cancellation and Postponement of Auctions
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. We are not responsible for the cancellation or postponement of any auction.
User Submissions and Feedback
You are solely responsible for all User Submissions that you contribute to the Service. You represent that all User Submissions submitted by you are in compliance with all applicable laws, rules and regulations and appropriate for the circumstances and that you have taken reasonable steps to ensure that your User Submissions are accurate, complete, and up-to-date. By making a User Submission, you are consenting to its display and publication on our Websites and on the Service.
Except to the extent of the rights and license you grant in these Terms to Roup, you retain whatever legally cognizable right, title, and interest that you have in your User Submissions.
Your User Submissions shall not infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.) and shall not - as we determine in our sole discretion - be illegal, inappropriate, or objectionable (e.g., offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive). We may, in our sole discretion, reject, delete, remove, move, or refuse to post or otherwise make use of any User Submissions without notice or any liability to you or any third party.
You shall not impersonate anyone else or otherwise misrepresent your identity. You shall not include in your User Submissions misleading information knowingly and with intent to defraud. You shall not upload to the Service or distribute or otherwise publish through the Service any malware, viruses, spyware, or other malicious software or files.
When you read or otherwise access User Submissions from others, you agree that you do so at your own risk. We are not liable for any errors or omissions in any User Submissions or for any damages or loss you might suffer in connection with them. We cannot control and have no duty to take any action regarding how you may interpret and use User Submissions from others or what actions you may take from your having been exposed to them. You hereby release us from all liability for your having read or otherwise accessed any User Submissions (or for not having done so) and agree that we will not indemnify you in respect of any claims arising from any User Submissions.
We are an interactive computer service platform, not a publisher. We are solely an intermediary for User Submissions. We are not responsible for User Submissions and have no obligation to monitor them for legal compliance, appropriateness, accuracy, completeness, or any other purpose. We do not recommend or endorse any User Submissions, and User Submissions do not necessarily represent the opinion of Roup.
We do not agree to and will not treat as confidential Feedback from any user, and nothing in these Terms or in our dealings with a user will restrict our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting the user. Feedback will not be considered a user's trade secret. Feedback from a user is deemed to be a User Submission and is licensed to us as set forth in the paragraph below. In addition, we retain all the rights held by members of the general public with regard to a user's Feedback. Our receipt of a user's Feedback is also not an admission by us of the Feedback's novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to Feedback.
You hereby grant Roup a 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 User Submissions (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 User Submissions and combine the same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User Submission 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. To further effect the rights and license that you grant to Roup to your User Submissions, you also, as permitted by applicable law, hereby grant to Roup, and agree to grant to Roup, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Submission, 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 User Submission, 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.
We have no obligation to monitor or enforce your intellectual property rights to your User Submissions, but you grant us the right to protect and enforce our rights to your User Submissions, including initiating actions in your name and on your behalf (at our cost and expense, to which you hereby consent and irrevocably appoint Roup as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
Disputes You May Have with Others
If you have a dispute with other users or a third party, you agree we have no obligation to get involved. Furthermore, you hereby release the Company Parties from all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Service. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
Third-Party Websites and Services
Our Service may contain links to third-party websites or services ("Linked Content"). We do not control, endorse, sponsor, recommend or otherwise accept any responsibility for Linked Content. Because we are not responsible for the availability of these outside resources or their contents or privacy practices, you should direct any questions or concerns you may have about Linked Content to the owners or operators of those websites and services.
Legal Rights to the Service and to Content
The Service and all Content, including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein ("Intellectual Property"), are owned or controlled by Roup, its 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 Roup, its 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. Roup's name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Roup or its affiliates or licensors. You must not use such marks without the prior written permission of Roup. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners. Roup owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service.
Restrictions on Your Use
You may not access or use, or attempt to access or use, the Service to take any action that could harm Roup or a third party. You may not use the Service in violation of any applicable laws or in violation of our or any third party's intellectual property or other proprietary or legal rights.
You agree that you will not (i) use any meta tags or any other hidden text utilizing any Intellectual Property; (ii) 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; (iii) engage in any activity that interferes with a user's access to the Service, (iv) engage in activity interferes with the proper operation of the Service or otherwise causes harm to the Service, Roup, or other users of the Service; (v) 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, Content, or User Submissions; (vi) 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 (vii) 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).
You also agree that, in using the Service, you: (i) will not monitor, gather, copy, or distribute Content or User Submissions (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 Content or User Submissions (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 Content or User Submissions 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 Content or User Submissions; (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 websites, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or with the prior written consent of an officer of Roup 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's experience or the Service.
Suspension or Termination of Service
We may exercise the following rights, together or individually, at any time and from time to time, regarding the availability of the Service and a user's right to access and use the Service. First, we may temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs, or installation of upgrades, in our sole and absolute discretion, and without advance notice to you or any liability to you. Second, we may suspend or terminate the availability of the Service or any aspect of the Service, including any elements or features of the Service, any program available on the Service, any Content, and any User Submission, temporarily or permanently, for any reason or no reason, in our sole and absolute discretion, and without advance notice to you or any liability to you. Third, we may suspend or terminate any user's right to access and use the Service for any reason or no reason, in our sole and absolute discretion, and without advance notice to such user or any liability to such user.
No failure to exercise and no delay in exercising any of our rights in the preceding paragraph or elsewhere in these Terms shall impair any of our rights or remedies, nor shall any such delay or course of dealing between us and any user be construed to be a waiver of any of our rights or remedies in the preceding paragraph or elsewhere in these Terms.
Other Programs We Might Make Available
We might make other programs available to you. Your participation in such a program may require that you register or apply separately for the program and meet specific eligibility requirements, which may require you to furnish us with additional information. In addition to these Terms, 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.
Except as provided in the section titled "DMCA Copyright Infringement Notices," all notices from you must be in writing and delivered to us as follows:
1. By U.S. mail or commercial delivery service (such as UPS or FedEx), for delivery to:
Attention: General Counsel
1555 Lake Shore Drive
Columbus, Ohio 43204
2. By email via email@example.com
3. By informing us electronically via the "Contact Us" form on our Website.
Roup may give you notices or respond to you by mail, by email, or in any other manner that we believe is reasonable under the circumstances.
DMCA Copyright Infringement Notices
If you believe material appearing on the Service infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), you may send a written notice of infringement to Roup's designated agent under the Digital Millennium Copyright Act (DMCA). To be effective under the DMCA, the notice of claimed infringement must contain substantially the following information:
(i) the signature of the copyright owner or an authorized agent;
(ii) identification of the copyrighted work claimed to have been infringed, or, if multiple works are on a single site, a representative list of such works;
(iii) identification of the infringing material or activity (or the reference or link to such material) and information reasonably sufficient to permit the OSP to locate the material (or the reference or link);
(iv) contact information for the copyright owner or authorized agent;
(v) a statement that the person sending the notice has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) a statement that the information in the notice is accurate, and under penalty of perjury, that the person sending the notice is authorized to act on behalf of the copyright owner.
If you are a user who originally uploaded material that was removed and you believe it was removed due to a mistake or misidentification of the material, you may submit a counter-notice to Roup's designated agent under the DMCA asking that access to such material be restored. To be effective under the DMCA, the counter-notice must contain substantially the following information:
(i) a physical or electronic signature of the user;
(ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(iii) a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
(iv) the user's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under 17 U.S.C. Â§ 512 (c)(1)(C) or an agent of such person.
The foregoing information is not intended to be, and should not be construed as, legal advice.
Our designated agent under the DMCA receives notices by mail at the following address:
Attention: Copyright Manager
1555 Lake Shore Drive
Columbus, Ohio 43204
Our designated agent under the DMCA receives notices by email at the following address: firstname.lastname@example.org
Release of Liability
We do not warrant that User Submissions or Content are complete, accurate, reliable, current, or error-free. As permitted by applicable law, you irrevocably agree to release and hold the Company Parties harmless from and against all losses, damages, liabilities, claims, actions, proceedings, or judgments arising out of or relating to listings, properties, auctions, sales, User Submissions, and Content.
You 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. You 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.
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 we do not own, control or operate, including services operated by Authorized Real Estate Sales Professionals, advertisers, licensors, licensees, and certain other third parties who may have business relationships with us (collectively, "Third-Party Services"). We may also host Content, apps, and tools on Third-Party Services. We may have no or limited control over the content, operations, policies, terms, or other elements of Third-Party Services, and we do not assume any obligation to review them. We do not necessarily review, endorse, approve, or sponsor any Third-Party Services or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, we are 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.
Any interactions, correspondence, transactions, or dealings you have with any third parties found on or through the Service 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, we disclaim all liability in connection therewith.
MANDATORY ARBITRATION AND CLASS ACTION WAIVER
You agree that any controversy or claim arising out of or relating to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by binding, individual arbitration. YOUR AGREEMENT TO ARBITRATION MEANS THAT YOU ARE GIVING UP YOUR RIGHT TO FILE A LAWSUIT IN COURT AND THE RIGHT TO A TRIAL BY JURY. INSTEAD, YOU WILL HAVE A HEARING BEFORE A NEUTRAL ARBITRATOR.
YOU MAY BRING DISPUTES YOU HAVE WITH ROUP ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING, WITHOUT LIMITATION, A FEDERAL OR STATE CLASS ACTION LAWSUIT OR A CLASS ARBITRATION.
Arbitrations for any disputes between you and Roup will be administered by the American Arbitration Association ("AAA") in accordance with its Consumer Arbitration Rules and the Supplementary Rules for Multiple Case Filings (collectively, the "AAA Rules"). All issues are for the arbitrator to decide, except as follows: a court shall decide any issues relating to the scope, application, and enforceability of this arbitration provision. Ohio law applies to any arbitration under this section, but the parties acknowledge that the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. This arbitration provision does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.
Prior to initiating arbitration, the party seeking to initiate arbitration will provide individualized written notice of the potential claim to the opposing party setting forth (i) the factual and legal basis for the claim; (ii) contact information for the potential claimant and their counsel, if any; and (iii) the remedies sought, including the amount of claimed monetary damages (the "Notice"). Following receipt of the Notice by the opposing party, the parties agree to make a good faith effort for at least 60 days to resolve the claim before resorting to more formal means of resolution, including, without limitation, arbitration or any court action.
To provide Notice to Roup, please write to:
Attention: General Counsel
1555 Lake Shore Drive
Columbus, Ohio 43204
Please send a copy of your Notice to Roup by sending an email to email@example.com
Any hearings for the arbitration will take place in a location to be determined in accordance with the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, except that if the arbitrator finds at any time that a claim was filed frivolously, for purposes of harassment, or otherwise in bad faith, then the filing party will reimburse the other party for all costs and fees, including attorneys' fees, associated with that claim.
Judgment on the award rendered by the arbitrator may be entered in any federal or state court of competent jurisdiction located in Franklin County, Ohio. The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties.
For all litigation regarding any controversy or claim for which arbitration is denied, the sole jurisdiction and venue for such litigation will be an appropriate federal or state court located in Franklin County, Ohio.
The provisions of this section titled "Mandatory Arbitration and Class Action Waiver shall survive termination of these Terms, your relationship with us, and your account.
Choice of Law; Forum; Deadline for Filing Claim
These Terms have been made and shall be construed and enforced in accordance with the laws of the State of Ohio without regard to its conflict of law provisions. Any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one year after such claim or cause of action arose or be forever barred. Any such claim or cause of action shall be brought in state or federal 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. Any claim by you that may arise in connection with these Terms will be compensable by monetary damages and you will in no event be entitled to injunctive or other equitable relief.
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 WEBSITES, APPLICATION, CONTENT, USER SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY ROUP.
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, USER SUBMISSIONS, TRANSACTIONS, PROPERTIES OR OTHER PRODUCTS OR SERVICES, EXCEPT FOR DIRECT DAMAGES FOR PERSONAL INJURY CAUSED BY A PHYSICAL PRODUCT MANUFACTURED, SOLD OR PROVIDED BY ROUP. WITHOUT LIMITING THE FORGOING, TO THE FULLEST EXTENT PROVIDED BY LAW, THE 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 WEBSITES, THE SERVICE, USER SUBMISSIONS, CONTENT, OR OTHER ITEMS OBTAINED THROUGH THE SERVICE OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICE OR ON ANY WEBSITES 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 THE 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 OR ANY SAAS EXCEED AN AMOUNT EQUAL TO $500.
IF APPLICABLE LAW LIMITS THE APPLICATION OF THE FOREGOING LIMITATIONS OF LIABILITY, YOU AGREE THAT OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.
As permitted by applicable law and if requested by Roup, you agree to defend, 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 User Submissions; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms; (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 computer or 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 User Submissions) (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.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without Roup's prior written consent. Any purported assignment in violation of this provision is void.
If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms. 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.
Our failure to enforce any provision of these Terms or to respond to your breach of these Terms or to a breach of these Terms by any other user shall not in any way constitute a waiver of our right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches. No waiver or modification of any provision of these Terms will be effective unless in writing and signed by an officer of Roup.
As to all users except Authorized Real Estate Sales Professionals, these Terms reflect our complete agreement regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. As to each Authorized Real Estate Sales Professional, these Terms are incorporated into the Software as a Service Agreement between you and Roup as if these Terms were set forth therein in their entirety.
November 8, 2023