Master Referral Agreement
AGREEMENT FOR DREAM HOME REWARDS REFERRALS
This master subscription agreement (the “AGREEMENT”) governs access and use of the services provided by SRETools, LLC (hereinafter referred to as “SRE”), including access on a membership basis, a trial basis, and/or an evaluation basis for determining whether to enter into a full commercial business arrangement with SRE.
BEFORE SIGNING UP OR USING THE SRE SERVICES THROUGH THE DREAM HOME REWARD SITE AND RELATED SITES, PLEASE READ THE FOLLOWING TERMS AND CONDITIONS VERY CAREFULLY. You must agree to be bound by all of the terms and conditions of this agreement in order to access or use the SRE Services in any other way. You (hereinafter “you” or “member” or “subscriber”) agree to be bound by all of the terms and conditions of this agreement by clicking a box indicating your acceptance, by executing an order form that refers to this agreement, or by purchasing or otherwise using any of the SRE Services. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the terms and conditions of this agreement YOU SHOULD NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SRE SERVICES IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS.
TITLES OF EACH CHAPTER:
1. DEFINITIONS
Affiliates: For purposes of this definition, “Control” means direct or indirect ownership of or control over more than 50% of the voting interests of the subject entity. “Affiliate” or “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
Additional Terms: “Additional Terms” or “Terms of Use” shall refer to any terms not expressly stated in this Agreement that may be contained in the documentation for SRE’s services or on SRE’s website. ANY SUCH ADDITIONAL TERMS ARE INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND SHALL BE DEEMED TO BE A PART OF THIS AGREEMENT.
Any information, features, or services made available on or through www.dreamhomerewards.com, www.sretoolss.com, the SRE or CHIME mobile application, the SRE web application, or any other platform operated by SRE, whether as a visitor or a registered user.
Beta Services are any of the SRE services that You access before the official release of such services; beta services might not always be readily available to You.
Any program, platform, data, or other information developed or delivered by SRE to end users who access the SRE Services through an online portal or a downloadable file is referred to as content.
Information that is considered proprietary or confidential by SRE is referred to as confidential or proprietary information. This includes, but is not limited to, research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, and personally identifiable information.
User manuals, documentation, help and training materials, and any other materials provided as updated from time to time, which may be offered to users of the website or mobile applications, are all considered to be documentation for SRE Services.
Effective Date: This Agreement is in force as of the date that You accept it by checking the appropriate box, signing an Order Form including a reference to this Agreement, or in any other manner by purchasing or using any of the SRE Services.
Intermediary: Generally, SRE is an intermediary, or finder, that introduces real estate brokers and agents to potential clients but does not negotiate terms or engage in any other transactional activity. As an intermediary, SRE’s responsibilities will be limited to bringing real estate brokers and agents to prospective clients together so that they may negotiate their own contract.
Contact information for a person or organization that might be a prospective client is referred to as a lead.
Lead Introduction: The term “Lead Introduction” refers to the transmission of a lead to you as a result of a step you took to accept the lead, such as getting the lead’s details through email, text message, phone call, and/or within your SRE Account or your Intelligent IDX Agent Website.
Members: A Member is a user of the SRE Services and a signatory to this Agreement who meets the requirements of Section 2.
SRE Back Office Plus or Concierge Support Plus Membership: The service offered by SRE to Members who have accepted an SRE Order Form is referred to as the Membership.
Order Form: An Order Form is defined as any ordering documentation or online order that is made between You and SRE that specifies the SRE Services that are to be supplied under this agreement, including any addenda and supplements thereto.
A Premium Member is a person who meets the requirements of Section 2, is enrolled in the Premium Membership Program offered by SRE, meets specific SRE certification criteria is a signatory to this Agreement, and who has paid the Service Fee appropriate to the Premium Member’s Membership Level chosen by the Premium Member on a SRE Order Form.
Prescribed Period: Anytime within 24 months after the date of Lead Introduction by SRE between Premium Member and Prospective Client, via email, phone conversation, usage of mobile application, or other means of communication, including but not limited to those.
Prospective Client(s): A Prospective Client is defined as any party or individual interested in using the services offered by You and connected in any way to a Real Estate Transaction, whether they express this interest directly to the Premium Member or indirectly by providing their contact information via a call to a SRE partner vendor or directly to SRE or through the submission of an interest form to one of the vendor partners of SRE.
Real estate agent: A “real estate agent” is a person who works as an independent contractor for, or is employed by, a licensed real estate broker to buy, sell, or lease property in the United States in exchange for money or in the anticipation of receiving money.
Real estate broker: A “real estate broker” is a person who is authorized to, for compensation or in expectation of compensation, regardless of the form or timing of payment: (a) sell or offer to sell, buy or offer to buy, solicit prospective sellers or purchasers of, obtain listings of, or negotiate the purchase, sale, or exchange of real estate or a business opportunity; (b) lease or rent or offer to lease or rent, or places for rent, or solicit listings of pl
Real estate transaction(s): A real estate transaction is any purchase, sale, or lease of real estate that you facilitate on behalf of a prospective client who was referred to you by SRE as a lead.
Software: This term refers to any software that You may be permitted to use or download in connection with the SRE Services, whether for a fee or without charge, and which may update automatically.
The term “SRE” as used in this Agreement means and refers to SRE, LLC, together with all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, administrators, shareholders, employees, attorneys, consultants, agents, or other person acting or purporting to act on its behalf or pursuant to its control. SRE is a Real Estate Broker as defined in 1.19 with license number 01934910.
Applications from third parties are any goods or services that SRE or other companies might make accessible for use with the SRE Services.
Website: The SRE website can be found at www.sretools.com.
Your Data refers to any data or information, including personally identifiable information, that You enter, upload, or otherwise provide into forms provided by SRE, such as an Order Form, or into environments made available to You, such as a mobile application or the Website, in order to access the SRE Services.
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2. REQUIREMENTS, MEMBERSHIP, & PREMIUM MEMBERSHIP PROGRAMS
Member Requirements: You represent that You are at least 18 years old, a citizen or national of the United States, or a lawful permanent resident alien. You also represent that You are either a licensed real estate broker or an agent working for one who has the legal right and ability to buy, sell, and/or lease property in the United States.
E&O Insurance and Licensing: By accepting the terms of this Agreement, you represent and warrant that you do, in fact, carry sufficient Real Estate Agents/Brokers Liability, Errors and Omissions Insurance coverage and that you do, in fact, have an active real estate license.
All Members agree to timely pay SRE Referral Fees associated with commissions earned as a result of concluding transactions with Prospective Clients referred through our Leads. Referral Fees are defined and detailed below in Section 4. The Service Fees, Membership Levels, and Benefits therein are defined in the SRETools Website, DREAM HOME REWARDS Website or mobile application.
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3. UNDER WHAT CIRCUMSTANCES
Provision of Premium Services. In the event that You choose to become a Premium Member by submitting an Order Form and paying a Service Fee, SRE will: (a) make Premium Services Services available to You in accordance with this Agreement and the applicable Order Forms; (b) provide standard support for the Premium Services at no additional cost, and/or upgraded support if purchased; and (c) use commercially reasonable efforts to make certain online Premium Services, including the mobile development platform, available to You.
Beta Services. From time to time, SRE may invite You or permit You to try Beta Services at no cost; You may accept or reject any such trial in Your sole discretion. Beta Services will be expressly identified as beta, pilot, limited release, developer preview, non-production, evaluation, or by a description of similar import. Beta Services are for evaluation purposes only, are not supported, and are not deemed Premium Services under this Agreement.
BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER, AND SRE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY HARM OR DAMAGE TO YOU ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF ANY BETA SERVICE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PART
SRE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE EVALUATION SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE BETA SERVICE IS FOR USE IN A BETA TEST.
You agree to use the Beta Services only in the normal course of testing and will not reproduce or modify the Beta Services or any portion thereof. Subject to the terms of this Agreement, SRE grants to You a non-sublicensable, nonexclusive license to use the Beta Services during the term of this Agreement. SRE shall at all times retain all title to and ownership of the Beta Services and all ancillary products thereof.
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4. RIGHTS AND RESPONSIBILITIES YOU HAVE
SRE may make one or more of the SRE Services available to You without requiring payment of a Service Fee until the start date of any Premium Service ordered by You. Additional terms and conditions may appear on the registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Premium Members will have access to Leads based on their availability at SRE’s discretion. SRE does not promise that a Lead will result in a real estate transaction.
You recognize Your Service may not be complete or entirely functional and may contain bugs, mistakes, omissions, and other issues. SRE may terminate or immediately stop Your Service at any time for any reason without any liability.
Referral Fees. All Members (including Premium Members) agree to pay SRE 30% of the GROSS commissions earned from each real estate transaction consummated with a Lead within the Prescribed Period in exchange for receiving Leads from SRE and the DREAM HOME REWARDS site. This payment is due upon closing escrow (if used in Member’s transaction), upon recording the deed or other evidence of transfer, or upon otherwise concluding the transaction associated with the lead. In addition SRE will donate on the agents behalf and to the agents clients and their charity of choice or 501(c)(3) non-profit organization charity, 83.343% of that referral to their client as a donation or 25% of the total agent commission. The remaining amount will stay with SRE. Â
In the hypothetical scenario where SRE supplies a Member with a Lead and the Member gets 2.5% commission on a $1,000,000.00 contract either directly or through an agent or broker, SRE’s Referral Fee would be equal to 30% of the GROSS $25,000.00, or $7,500.00 and broken-down as follows:Â 25% = $6,250Â 5% = $1,250 totals = $7,500
By checking this box, I attest that I am aware of my obligation as a Premium Member to pay Referral Fees and that I am aware of the conditions necessary to be eligible for premium refunds for completed transactions.
Duration of Referral Fee Obligations: During the Prescribed Period, if a Member receives a commission from Prospective Clients via Leads, SRE retains the right to any Referral Fees under Section 4.4.
Multiple Real Estate Transactions with a single Prospective Client introduced as a lead (“Multiple Transactions”) during the Prescribed Period require the Member to pay Referral Fees in accordance with Sections 4.4 and 4.5.
A first Referral Fee will be owed to SRE based on that first transaction per Section 4.4 in the following scenario: On January 1, 2016, SRE provides Member with a lead or Prospective Client. If Member, personally or through its Agent or Broker, earns commission on the purchase of Property X from the Prospective Client as a result of the first transaction, the first Referral Fee will be owed to SRE.
I acknowledge and agree, by selecting this box, that SRE reserves all rights to any Referral Fees on any commission collected within the Prescribed Period, including Multiple Transactions occurring from a single Lead.
Duty to Report. You agree to immediately notify SRE of any of the following Triggering Events within 24 hours: I entering into a Listing Agreement with a Prospective Client/Seller; (ii) making an Offer on behalf of/for a Prospective Client/Buyer; (iii) opening escrow in any transaction involving a Prospective Client; (iv) closing escrow in any transaction involving a Prospective Client; or (iv) entering into an agreement.
Duty to Inform Company: Throughout the relationship between SRE and the Member, SRE may inquire about the Member’s activities, including but not limited to business production, revenue shares from referrals, or Referral Fees due. As a result, Members agree to provide SRE with said information requests, including updates like bimonthly status updates regarding the same.
By checking this box, I certify that I am aware of my obligation to keep SRE informed of any Triggering Events and to report them to the company within 24 hours of their occurrence.
Code of Conduct: While You are free to negotiate terms with Prospective Clients and SRE will not be involved in any way in negotiations between Members and Prospective Clients, Members are expected to always act professionally and prudently when interacting, either directly or indirectly, with Prospective Clients.
Member shall shall be responsible for any commissions or referral fees obtained through its Agents and/or Broker, and Member shall shall ensure that its Agents and/or Broker agree to the terms of this agreement, and Member shall provide its Agents and/or Broker with this agreement. To this end, Member shall provide SRE with contact information for Member, its Agents, Broker, Escrow Office.
In the event that you are required by policy or law to use a specific referral form, you agree to provide that referral form with the Required Information (defined below) upon request by SRE.Referral Agreement: Member shall provide its Agents, Broker, Escrow Officer, Loan Officer, or any of Member’s representatives or Agency for whom Member works with, with a Referral Agreement.
Required Information: You agree to identify and include the following information in the Referral Agreement or your own referral form: (a) the brokerage information from SRE that has been or will be provided to You; (b) your full legal name as it appears on your real estate license; (c) the name of your broker; (d) your address; (e) your phone number; (f) your email address; and (g) your real estate license number.
By checking this box, I certify that I am aware of my obligation to make sure that my Agents and/or Brokers accept the terms of this Agreement and to give them a copy of it.
SRE SERVICES AND PREMIUM SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY, INDEMNITY, CONFIDENTIALITY OR SUPPORT OBLIGATIONS, NOTWITHSTANDING SECTION 11 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS).
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5. PREMIUM MEMBERS’ ADDITIONAL RIGHTS AND OBLIGATIONS.
Service Fees: According to the choices made by each Premium Member on the Order Form, Service Fees will be charged at the time this Agreement is accepted and/or when an Order Form is submitted. Premium Members additionally agree to pay Referral Fees as outlined in Section 4 of this Agreement.
Additional Duty to Inform Company. In addition to any information requests from SRE or any obligations to report a Triggering Event, Member shall routinely provide the following information to SRE:
Monthly Status Updates: A Member must send the status of all Leads provided to Member (current or former) for a minimum of 24 months from the last Lead by email once every month by the last day of the month.
I confirm that I understand my additional rights and obligations with relation to Premium Members, Service Fees, Monthly Status Updates, by checking this box.
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6. SERVICES USED
Usage Limits. Except as expressly provided in an Order Form, (a) an Order Form refers to a specific Membership and the Premium Service may not be accessed by anyone other than the member identified on the Order Form; and (b) a Member’s password may not be shared with any other person.
End User License Agreement: By reference, this Agreement incorporates the terms of the End User License Agreement for the SRE mobile and web applications.
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7. TERMINAL PROVIDERS
Third Party Products and Subscription Services. SRE does not guarantee or support Third Party Applications or other Third-Party products or services, including any data exchange between You and any Third-Party provider, except as expressly provided in such documentation as may be applicable, including any Third Party Provider’s end user license agreement.
Integration with Third-Party Applications: The SRE Services may include features intended to work together with Third-Party Applications; however, in order to use these features, you may need to obtain access to those applications from their providers, grant SRE access to Your account(s), and pay additional fees.
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8. PAYMENT FOR PREMIUM SERVICES AND FEES
Fees. Unless otherwise stated below, you must pay all fees listed on Order Forms. I Fees are based on the SRE Services you purchase, not on actual usage. (ii) Payment obligations are non-cancelable, and fees paid are non-refundable.
Invoicing and Payment. If You Provide Credit Card Information, You Authorize SRE to Charge Your Credit Card for All Premium Services Listed in the Order Form for the Initial Membership Term and Any Renewal Membership Term as Set forth Therein. Such charges shall be made for the Initial Membership Term and Any Renewal Membership Term as set forth Therein.
Requests for discontinuation of renewal must be made in writing or via email no later than thirty (30) days prior to the membership annual anniversary date (the “Membership Renewal Date”). However, it is important to keep in mind that even after canceling Your Premium Membership, You are still liable for all Referral Fee Obligations under Section 4 of this Agreement during the Prescribed Period.
SRE may, without limiting SRE’s other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable and suspend SRE Services to You until such amounts are paid in full if any amount owing by You under this or any other agreement for SRE Services is 10 or more days past due.
Taxes. If SRE has a legal obligation to pay or collect taxes for which You are responsible under this section, the appropriate amount shall be invoiced to and paid by You, unless You provide SRE with a valid tax exemption certificate authorized by the relevant taxing authority.
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9. THE RIGHTS AND LICENSES TO PROPERTY
You acknowledge that SRE and SRE licensors own all intellectual property rights to the SRE Services, Software, and associated Documentation, including all copies and portions of such materials. You understand that you do not acquire any other rights to the SRE Services, Content, Software, and associated Documentation (if provided), or any related intellectual property rights of SRE and SRE licensors.
SRE offers You a global, limited-term license to use the SRE Services purchased by You in accordance with Order Forms, subject to those Order Forms and this Agreement, under SRE’s applicable intellectual property rights and licenses.
You give SRE and SRE Affiliates a perpetual, irrevocable, royalty-free license to utilize and incorporate any suggestion, enhancement request, advice, correction, or other feedback that You offer on the operation of the SRE Services into the SRE Services.
No Assigning: Whether by operation of law or otherwise, you are not permitted to assign any of your rights or responsibilities under this agreement without SRE prior written authorization.
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10. CONFIDENTIALITY
Each party acknowledges that it must keep all sensitive information confidential and only use or disclose it as required to carry out its obligations under this Agreement.
For the avoidance of doubt, Your Data as defined herein is not a part of Confidential or Proprietary Information, and You agree not to use any of the Confidential or Proprietary Information of SRE except as permitted under this Agreement. Except as expressly permitted in writing by this Agreement or otherwise, You agree to: (a) not use the other party’s Confidential or Proprietary Information for Your own benefit or the benefit of any third party
Permitted Use of Your Confidential Information. If Your Data or any other information you provide to SRE is deemed to be Your Confidential Information, you hereby grant SRE a non-exclusive, royalty-free right to use Your Confidential Information during Your use of the SRE Services for the sole purpose of carrying out SRE obligations under this Agreement in accordance with the terms of this Agreement.
Legal Compliance. SRE maintains that its primary obligation is to protect Your Data to the fullest extent permitted by law. SRE reserves the right to disclose Your Confidential Information to third parties as required and permitted by law (for example, in response to a subpoena or court order), and to work with law enforcement officials in the investigation of any criminal or civil matter.
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11. REPRESENTATIONS, WARRANTIES, DISCLAIMERS, AND EXCLUSIVE REMEDIES
Each party affirms that it has the authority to enter into this Agreement and that it has done so lawfully.
SRE makes the following warranties: (a) this Agreement and the Order Forms accurately describe in all material respects the administrative, physical, and technical safeguards for preserving the security, confidentiality, and integrity of Your Data; (b) SRE will not significantly reduce the overall security of the Premium Services during a subscription term; and (c) subject to Section 7 (Integration with Third Party Applications), SRE will not: (Termination).
DISCLAIMERS: OTHER THAN AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY.
SRE MAKES NO GUARANTEE THAT A REAL ESTATE TRANSACTION WILL BE CONSUMED AS A RESULT OF A LEAD. DISCLAIMER OF GUARANTEE.
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12. INDEMNIFICATION
You acknowledge that your use or misuse of the Application or your breach of this Agreement may result in losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including attorneys’ fees. This includes, but is not limited to, any content you submit or make available through the Application.
In addition to any other remedies available to SRE, You shall hold SRE harmless from and against any and all damages, claims, losses, liabilities and expenses of every kind and character, including without limitation, reasonable legal, accounting and other expenses, including reasonable attorney’s fees, for physical injury, illness, death, loss, damage or destruction of property, or violation of law, order, or regulation.
You agree to indemnify, defend, and hold SRE harmless from any and all damages, claims, losses, liabilities, and expenses of every kind and character, including without limitation, reasonable legal, accounting, and other costs, including reasonable attorneys’ fees, for physical harm, illness, death, loss, damage, or destruction of property, or violations of law, order, or regulation (whether deliberate, careless, negligent, or in strict compliance with the law).
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13. RESTRICTIONS ON LIABILITY
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SRE WILL NOT BE LIABLE WITH RESPECT TO ANY CLAIM OR SERIES OF RELATED CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT IN AN AMOUNT THAT EXCEEDS THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE CLAIM
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY,
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SRE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
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14. TIMEFRAME AND ENDING
This Agreement is in effect as of the Effective Date and will remain in effect until any Memberships granted hereunder expire or are terminated by SRE with written notice and confirmation of cancellation.
Unless otherwise stated in an Order Form, Premium Services will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The pricing during any automatic renewal term will be as stated in the applicable Order Form.
Termination. In the event of termination, You will remain liable for: I any obligations under this Agreement pertaining to any Leads provided to You prior to said Notice of termination and (ii) any Real Estate Transactions within the Prescribed Period. Members may only terminate this agreement by giving appropriate prior notice in accordance with sections 14.3a SREÂ termination and 14.3b member termination.
Following any termination or expiration of this Agreement, the provisions titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Manner of Giving Notice,” “Governing Law,” “Arbitration,” “Class Action Waiver,” “Duration of Referral Fee Obligations,” and “General Provisions” will continue to apply
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15. NOTICES, RULE OF LAW, AND APPLICABLE LAW
Except as otherwise provided in this Agreement, all notices, permissions, and approvals hereunder shall be in writing (including emails) and shall be deemed to have been given upon receipt of the written communication, which shall be the earlier of I personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, (iv) the first business day after sending by email.
THE PARTIES AGREE THAT ANY CLAIM, DISPUTE OR CONTROVERSY WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PAGA, OR OTHER JOINT ACTION WITH RESPECT TO THE CLAIM, DISPUTE OR CONTROVERSY. FURTHER, NO ARBITRATION PROCEEDING HEREUNDER SHALL
This Class Action Waiver provision will remain in effect even after this Agreement expires or is terminated.
Governing Law: Without regard to considerations of conflict of laws, this Agreement and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of California, including all questions of construction, validity, performance, and enforcement.
In the event of a dispute between You and SRE, You understand and agree that any claim, dispute, or controversy arising under or relating to this Agreement or any of the Additional Terms, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in San Diego County, California before a single arbitrator.
If this Agreement is terminated, canceled, or expires, this Arbitration provision will remain in effect.
You understand that you are not required to give this consent as a condition of buying any product or service from SRE or anyone calling on its behalf. You agree that SRE or anyone calling on its behalf may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with our products or services, including for marketing purposes.
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16. GENERAL REQUIREMENTS
No modification, amendment, or waiver of any provision of this Agreement will be effective unless made in writing and signed by the party against whom the modification, amendment, or waiver is made. This Agreement constitutes the entire agreement between You and SRE regarding Your use of the SetSchedule Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, regarding its subject matter.
Updates to this Agreement. If SRE updates this Agreement in any way, SRE will post the updated terms on its website or will attempt to notify You by any reasonable means, and if You renew the term or purchase additional SRE Services after the updated Agreement has been posted, You agree to the updated terms.
Publicity. By using Your name and referring to You as a user of the SRE Services in any publicity, press release, advertising, or marketing material, throughout the world using any form of media, You hereby agree that SRE may, but is not required to, do so. If You Wish to Use or Display SRE Trademarks or Mention SRE in Any Publication, Website, Press Release, or in Any Other Manner, You Must Obtain The Prior
On the website of SRE, at www.sretools.com/privacy-policy, you may read the company’s privacy policy.
For the purposes of this clause, the term “force majeure” means and includes any event which was not under SRE’s control or was not reasonably foreseeable, including, but not limited to, any natural disaster such as a thunderstorm, pandemic, or other emergency.
You acknowledge that if any Member breaches any of its obligations under this Agreement, SRE will suffer irreparable harm, and that monetary damages will not be sufficient to make up for such harm. Accordingly, You agree that, in the event of a breach or threatened breach by You of any of the provisions of this Agreement, SRE, in addition to and not in limitation of any other rights, remedies or dam
Attorney’s Fees. The prevailing Party or Parties shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses actually incurred in connection with any litigation, arbitration, or other proceeding brought for the interpretation or enforcement of this Agreement, or because of an alleged dispute, default, misrepresentation, or breach in connection with any of its provisions.
This Agreement constitutes the final, exclusive, and whole statement of the parties’ understanding with respect to the matters set out herein and may not subsequently be amended or modified, except in a letter signed by both parties hereto.
This Agreement is binding upon the parties hereto and their respective successors, and neither party may assign or transfer any right or obligation herein without SRE’s prior written agreement.
The remaining provisions or portions of the remaining provisions of this Agreement shall be and continue in full force and effect in the event that any provision or part of any provision of this Agreement shall be determined to be illegal or invalid by a court of competent jurisdiction.
Revised 12/22