THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING TOTALRER (TOTALRER.COM) BETWEEN YOU AND TOTAL REAL ESTATE RESOURCE, LLC AND SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION OR UNDERSTANDING. THIS AGREEMENT APPLIES TO TOTALRER (TOTALRER.COM) AND ANY AND ALL TOTALRER (TOTALRER.COM) MODIFICATIONS, UPGRADES OR IMPROVEMENTS FURNISHED TO YOU BY TOTAL REAL ESTATE RESOURCE, LLC
Member agrees to treat all information obtained from the Service, including listings, member directory, historical transaction information ("Property Comps"), and any information otherwise made available to Member in the Service (individually and collectively, the "Content") as proprietary to Total Real Estate Resource. Member agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Total Real Estate Resource. Total Real Estate Resource does not ensure the accuracy of, endorse or recommend any Content and Member uses such Content at the Member’s own risk. Member may access the Content solely to obtain initial information from which further evaluation and investigation may commence. TotalRER data and all components of Total Real Estate Resource data, including without limitation, names, contact information, sales information, employee counts and other materials contained in Total Real Estate Resource data are provided on strictly limited use basis. All rights, including without limitation, Intellectual Property Rights, title, and interest in Total Real Estate Resource data lie exclusively with Total Real Estate Resource. No title, Intellectual Property Rights or other ownership rights to Total Real Estate Resource data are transferred to Member pursuant to this Agreement. Member acknowledges that the restrictions in this Agreement are reasonable and necessary to protect Total Real Estate Resource.
Total Real Estate Resource access is permitted via a valid logon with a current real estate license. Total Real Estate Resource will collect, through your state licensing agency, information including, but not limited to, name, email address, phone number and license number. No employee, independent contractor, agent, or affiliate of a competing real estate information service is permitted to access the TotalRER website without express written permission from Total Real Estate Resource. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered member without the express written permission of Total Real Estate Resource, LLC. Total Real Estate Resource, LLC requires that each registered user maintain a valid email address and a password, which shall be utilized for logging on to the TotalRER system. Members are not permitted to share their individual logon information with others. Total Real Estate Resource, LLC has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions herein, refuses to abide by the Listing Policies as posted and displayed on TotalRER website, or abuses their rights related to Total Real Estate Resource services.
Total Real Estate Resource, LLC ("TotalRER.com") utilizes email as a vital and primary communication channel with users (“Customer”). As a registered user, Customers hereby acknowledge and grant Total Real Estate Resource, LLC the permission to communicate with customers via email (as well as other communication channel such as phone and fax) for any purposes Total Real Estate Resource, LLC determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Total Real Estate Resource, LLC will use best efforts to honor Customer's request to opt out of marketing messages, but under no circumstances will Total Real Estate Resource, LLC have any liability for sending any email to its registered users/customers. By becoming a member of TotalRER, you acknowledge and agree that TotalRER, and its corporate affiliates Total Real Estate Resource, LLC may record telephone and other electronic communications it has with you for Total Real Estate Resource Company’s internal business purposes, including but not limited to training and quality assurance purposes.
Members/registered users are required to maintain the confidentiality of all logins and passwords. You are responsible for the activities that occur under your account, login or password. Total Real Estate Resource, LLC ("TotalRER.com") is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your account, logon information or password and/or failure to comply with the terms and conditions set forth in the Listing Policies, Right to access & Privileges, Use of Information and License Grant sections of this agreement that relate to confidentiality of account, logon or password information.
Subject to the terms and conditions of this Agreement and your participation in TotalRER, Total Real Estate Resource, LLC grants to you, and you accept, a nonexclusive, non-transferable, revocable license to access TotalRER and any documentation only as authorized in this Agreement for purposes of selling real estate. This license does not include any right to source code for TotalRER. Total Real Estate Resource retains all rights (including Intellectual Property Rights as defined below), title and interest in the TotalRER Website, Prospect List technology and brochures, Email Alert (Property Alert, Customer Leads) database, Total Real Estate Resource technology, Site Builder (Cutting Edge) technology, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Member will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Total Real Estate Resource’s technology or delete or alter author attributes or copyright notices. Member shall use the TotalRER system solely for their own individual use and shall not share passwords with others or allow others to use the TotalRER system under or through that Member's login ID/email and password; nor shall Member use the TotalRER system to list properties or conduct searches on behalf of other non-member brokerage, research, analyst, sales or other similar personnel.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Member agrees that Total Real Estate Resource shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet for unrestricted use by TotalRER customers and partners. Total Real Estate Resource shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Total Real Estate Resource shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Total Real Estate Resource reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Total Real Estate Resource’s corporate website, located at http://www.TotalRER.com.
Except as expressly set forth in this Agreement, you may not (a) copy, decompile, reverse engineer, or otherwise translate TotalRER;(b) disable any license or control features of TotalRER; (c) license, sublicense, rent, or sell TotalRER (or any portion thereof), or (d) use TotalRER in any way which would violate any federal, state, provincial local law, ordinance, judicial ruling or administrative rule or regulation. Under no circumstances shall you make available for access or otherwise transfer directly or indirectly to a third party, in whole or in part, TotalRER or the associated documentation, without Total Real Estate Resource, LLC’s prior written consent.
You acknowledge and agree that Total Real Estate Resource must have granted you the right, at all times, to access TotalRER in order to retain the license granted for TotalRER to you by Total Real Estate Resource, LLC under this Agreement. You warrant that you are currently licensed in your state and are in good standing with the state. You agree to be bound by the terms of this Agreement as well as any changes, amendments, or successor agreements hereto. Broker or agent on the TotalRER website member registration form or otherwise purports to be a broker/agent on TotalRER hereby represents and warrants that Customer is validly licensed as a broker or agent and is in compliance with applicable broker/agent requirements in all jurisdictions in which Customer is required to be licensed. Total Real Estate Resource may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers/agents any user whom Total Real Estate Resource believes is not a licensed broker or agent in any applicable jurisdiction. Total Real Estate Resource may, in its sole discretion, terminate the accounts of, and refuse services to, any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker or agent. Total Real Estate Resource does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the website. It is your responsibility to confirm the licensed status of any brokers/agents listed on TotalRER website.
You are responsible, at your sole cost and expense, for complying with Total Real Estate Resource minimum operational requirements, including any updates and upgrades. These minimum operational requirements are set forth on the TotalRER website. These minimum operational requirements can be modified from time to time by Total Real Estate Resource, LLC and the modifications will appear on the website.
Total Real Estate Resource may give you the capability to export, copy, and compile, print or report certain System Information. Neither this Agreement nor the presence of any features implicitly or explicitly grants you any rights to use such System Information in any way other than permitted by the owner of such System Information. Total Real Estate Resource access alone does not grant you any right to re-commercialize data, in whole or in part, by selling, licensing, renting, distributing or otherwise transferring rights in the System Information to any other party for any purpose whatsoever.
You acknowledge and agree that TotalRER (and any modifications, upgrades or improvements) and associated documentation (and any revisions) are proprietary products of Total Real Estate Resource, LLC protected under U.S. copyright law and U.S. Patent Law. You further acknowledge and agree that all right, title, and interest in and to TotalRER and associated documentation (including modifications, upgrades or improvements) as well as associated intellectual property rights, are and shall remain with Total Real Estate Resource, LLC. This Agreement does not convey to you an interest in or to TotalRER, but only a limited right of use terminable in accord with the terms of this Agreement.
The term of the license granted herein shall be between the user and Total Real Estate Resource, LLC (“TotalRER.com”). Subject to the conditions herein, the term of this Agreement shall commence on the date of the users first logging onto TotalRER with a valid credit card and shall extend on an annual bases with auto renewal via the users credit card until terminated by the user or Total Real Estate Resource, LLC.
This Agreement shall terminate upon the occurrence of any of the following: (1) you fail to comply with the terms of this Agreement; (2) you lack access rights to the TotalRER described in Section 1 and Subsection 3.3; (3) you are no longer in good standing of your state; (4) the users credit card is declined; or (5) the agreement between the Total Real Estate Resource, LLC (“TotalRER.com”) terminates.
The license granted to you to use TotalRER is in consideration of and contingent upon payment to Total Real Estate Resource, LLC of license or support fees billed to and paid by your credit card for the use of TotalRER on an annual basis. Customer agrees to pay for all products ordered through the TotalRER.com website or via the Total Real Estate Resource, LLC sales team using the payment method indicated, and provides Total Real Estate Resource express authorization to charge said fees to the Customer's payment provider at time of purchase or renewal. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Total Real Estate Resource, LLC may immediately cease to provide any and all Access to the customer. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At Total Real Estate Resource, LLC’s option, Customer shall pay such taxes or fees directly or pay to Total Real Estate Resource, LLC any such taxes or fees immediately upon invoicing by Total Real Estate Resource, LLC. Total Real Estate Resource, LLC is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of your state. To view your billing information, visit your account. The fees paid for yearly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current yearly billing period. No partial yearly refunds will be provided.
Yearly subscriptions will automatically renew using the Customer's current credit card account number unless Customer cancels their subscription on the TotalRER Website thirty (30) days' prior to the renewal date to cancel such subscription. All subscriptions will automatically renew for additional yearly term unless Customer provides Total Real Estate Resource with thirty (30) days' advance notice of non-renewal. Once the cancellation is processed, a confirmation email will be sent via the customer's email account on record with Total Real Estate Resource, LLC.
If Customer has a question about a cancellation, Customer should contact Total Real Estate Resource, LLC Client Services at Help@TotalRER.com. The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Customers of any such changes.
Clearent is responsible for protecting the security of Data in our possession and will maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your information that is stored in their servers from unauthorized access and accidental loss or modification. However, Clearent cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you at your own risk. It is the Customer's responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the User’s Account, once Customer has logged into www.TotalRER.com. Total Real Estate Resource, LLC does not validate all credit card information required by the Customer's payment provider to secure payment.
The Customer must notify Total Real Estate Resource, LLC about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to Total Real Estate Resource, LLC’s attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.
For your benefit alone, Total Real Estate Resource, LLC warrants for the term of this Agreement that Total Real Estate Resource will perform substantially in accordance with the end-user documentation that is available online. The foregoing warranty does not cover damage or failure caused by improper use or neglect, your failure to comply with the minimum operational requirements for, or your modification or use of TotalRER and any software delivered under this Agreement contrary to the terms of this Agreement or the documentation. Provided further, Total Real Estate Resource does not warrant the (i) speed of access to data via the Internet or via communication lines over which Total Real Estate Resource has no direct or immediate control; (ii) Total Real Estate Resource or any software delivered under this Agreement if you do not maintain the minimum operational requirements; or (iii) any functionality that is available through links to third party sites. Your sole and exclusive remedy for breach of the foregoing warranty shall be either repair or replacement as Total Real Estate Resource, LLC may elect.
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH ABOVE, TOTAL REAL ESTATE RESOURCE, THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE LICENSED "AS IS" AND TOTAL REAL ESTATE RESOURCE, LLC DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
UNDER NO CIRCUMSTANCES SHALL TOTAL REAL ESTATE RESOURCE, LLC BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA (EVEN SHOULD CIRCUMSTANCES RENDER ANY OR ALL OF THE REMEDIES SET FORTH IN THIS AGREEMENT TO FAIL OF ITS/THEIR ESSENTIAL PURPOSE AND EVEN IF TOTAL REAL ESTATE RESOURCE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). ANY CLAIM AGAINST TOTAL REAL ESTATE RESOURCE, LLC SHALL BE LIMITED TO THE AMOUNT PAID ON YOUR BEHALF BY TOTAL REAL ESTATE RESOURCE, LLC, IF ANY, DURING THE SIX MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE FOR USE OF TOTAL REAL ESTATE RESOURCE.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS TOTAL REAL ESTATE RESOURCE, LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARENT, SUBSIDIARIES, AFFILIATES AND AGENTS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGE AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR YOUR NEGLIGENT, IMPROPER OR ILLEGAL USE OF TOTAL REAL ESTATE RESOURCE SYSTEM OR SYSTEM INFORMATION
The interpretation and construction of this Agreement shall be governed by the laws of the State of Ohio. You consent to the exclusive jurisdiction of, and waive any venue objections against, the United States District Court for the Northwestern District of Ohio, Lucas County Division and the Superior and Municipal Courts of the State of Ohio located in Williams County with respect to all disputes and causes of action arising out of or related to this Agreement, your use of Total Real Estate Resource System, System Information or other claims/causes of action by you against Total Real Estate Resource, LLC. Any cause of action you may have with respect to this Agreement or by virtue of your use of Total Real Estate Resource System, or System Information must be commenced within one year after the claim or cause of action arises or such claim or cause of action is barred. TOTAL REAL ESTATE RESOURCE, LLC AND YOU WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY WITH REGARD TO ANY CLAIM OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT, TOTAL REAL ESTATE RESOURCE SYSTEM, SYSTEM INFORMATION OR SERVICE PROVIDED BY TOTAL REAL ESTATE RESOURCE, LLC.
If any provision of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the invalid provision is declared to be severable and the validity and enforceability of the remaining provisions and the applications thereof shall not be affected thereby. Notwithstanding the above, such invalid provision shall be construed, to the extent possible, in accordance with the original intent of this Agreement
Failure by either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
Any software and related documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph 9(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs c(1) and (2) of the Commercial Computer Software - Restricted Rights 48 C.F.R. 52.227-19, as applicable.
Total Real Estate Resource and TotalRER is a registered trademark of Total Real Estate Resource, LLC. No right, license or interest to such trademark is granted hereunder and you agree that no such right, license or interest shall be asserted by you with respect to such trademark.
Total Real Estate Resource a national listing information sharing program that is registered with the U.S. Patent & Trademark Office and has a “Patent Pending”.
This Agreement is not intended, and shall not be construed to be, for the benefit of any third party.
You may not transfer, sell or assign any rights or obligations in or to TotalRER or this Agreement to anyone else and any attempt to do so shall be void. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Total Real Estate Resource, LLC, which retains the right to withhold consent in its sole discretion.
Total Real Estate Resource, LLC reserves the right to change the terms, conditions and notices under which Total Real Estate Resource is offered. You are responsible for regularly reviewing these terms and conditions. Continued use of TotalRER after any such changes shall constitute your consent to such changes and your agreement to be bound by them.
All rights not expressly granted herein are reserved to Total Real Estate Resource, LLC.
As a condition of your use of the TotalRER Websites, you warrant to Total Real Estate Resource, LLC that you will not use the TotalRER Websites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use TotalRER Websites in any manner that could damage, disable, overburden, or impair TotalRER Websites or interfere with any other party's use and enjoyment of the TotalRER Websites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the TotalRER Websites.
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement
We will collect certain Personal Information, including your name, company name, street address, phone numbers, email addresses and license number, and credit card information if you are a user of TotalRER online service.
Total Real Estate Resource has built security features (e.g. access controls, encryption, etc.) that provide protection for information transmitted to and from this website. You accept and understand that it is not possible to ensure unconditional security and confidentiality from unauthorized third parties when transmitting information across the Internet which is a public network. You accept the possible risk of disclosure of information during transmission between TotalRER and you, or while residing in your personal computer, Smart Phone, Tablet, Etc. and/or network and hereby waive any rights that you might have against Total Real Estate Resource arising from disclosure. You also agree to hold Total Real Estate Resource harmless against any claims for damage suffered as a result of such disclosure.
Total Real Estate Resource will disclose Personal Information if required to do so by law or in the good-faith belief that such action is necessary to (a) conform to the edicts of the law or comply with legal process served on Total Real Estate Resource or the site (“TotalRER.com); (b) protect and defend the rights or property of Total Real Estate Resource, or affiliated websites; and, (c) act under exigent circumstances to protect the personal safety of users of Total Real Estate Resource users and/or the public.