Applicability

(a) These Seller Appointment Hub Terms & Conditions (these “Terms & Conditions”) shall govern the provision of seller appointment services by Seller Appointment Hub, a California Company (“Seller Appointment Hub”) to the Customer.

(b) These Terms & Conditions, along with the Seller Appointment Hub general Terms of Use and Terms and Conditions, as modified from time to time, the Seller Appointment Hub Privacy Policy, the CCPA Policy, and any other policies and requirements published by the Company (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

(c) These Terms & Conditions prevails over any of Seller Appointment Hub’s general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms & Conditions.

(d) The term “seller appointment” as used in these Terms & Conditions shall mean and refer to a scheduled phone appointment, online appointment, or in person appointment with a person or entity who has expressed interest in selling their property and may become a client or customer of Customer for purposes of representation when listing their real property for sale. Seller Appointment Hub cannot guarantee that any such seller appointment will utilize Customer’s services or agree to a listing presentation by Customer or any other desired outcome for Customer.

Services

Seller Appointment Hub shall provide the following seller lead services to Customer:

(a) Seller Appointment Hub shall provide the seller appointments to Customer as such seller appointments are screened and become available. The number of seller appointments provided by Seller Appointment Hub will fluctuate based on Seller Appointment Hub’s ability to provide the same. Customer will be billed the rate quoted to Customer by Seller Appointment Hub during engagement for each seller appointment as they are provided.

(b) Such seller appointments provided to Customer pursuant to these Terms & Conditions shall have been contacted by Seller Appointment Hub prior to being provided to Customer. All such contact shall be sent on behalf of the Customer, and may include, without limitation, contact to book appointments.

(c) Customer shall pay Seller Appointment Hub an initial non-refundable setup fee in the amount quoted to Customer by Seller Appointment Hub during engagement.

Term

Seller Appointment Hub shall use reasonable efforts to meet any performance dates specified in the Terms & Conditions, and any such dates shall be estimates only. Seller appointments shall be provided from the beginning of the term until the relationship is terminated as set forth herein below (the “Term”). The Term shall begin on the date wherein Customer’s credit card on file with Seller Appointment Hub is charged, or the initial payment, including without limitation the setup fee, is otherwise applied. All payments for the Term shall be deemed fully earned by Seller Appointment Hub and Customer shall be charged at the time Seller Appointment Hub provides each seller appointment.

Customer’s Obligations

Customer shall:

Cooperate with Seller Appointment Hub in all matters relating to the Services as may reasonably be requested by Seller Appointment Hub, for the purposes of performing the Services;

(a) respond promptly to any Seller Appointment Hub request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller Appointment Hub to perform Services in accordance with the requirements of this Agreement;

(b) provide such Customer materials or information as Seller Appointment Hub may reasonably request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and

(c) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start;

(d) Customer understands and agrees that seller appointments provided by Seller Appointment Hub may request an initial phone appointment, online appointment, or in person appointment at the discretion of the seller. Customer further understands and agrees that some seller leads provided by Seller Appointment Hub may include Sellers desiring cash only offers. Seller Appointment Hub cannot guarantee that any such seller appointment will utilize Customer’s services or agree to a listing presentation by Customer or any other desired outcome for Customer.

Customer’s Acts or Omissions. If Seller Appointment Hub’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Seller Appointment Hub shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Fees and Expenses; Payment Terms; Interest on Late Payments

(a) In consideration of the provision of the Services by Seller Appointment Hub and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in Section 2 of these Terms & Conditions.

(b) Customer’s credit card that is on file with Seller Appointment Hub shall be charged upon the provision of each seller appointment. All payments hereunder shall be in US dollars.

(c) In the event the credit card on file is declined or payments are not received by Seller Appointment Hub within 30 days after becoming due or prior to Termination, Seller Appointment Hub may: (i) charge a service fee of $1,500, and interest on any such unpaid amounts at a rate of 1.5% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.

Agent and Lender Co-Marketing

Customer’s who participate in co-marketing understand and agree that the relationship between the customer and lender in such program is strictly limited to a co-marketing arrangement under which the lender pays a share of the cost for the Services. The Customer shall be responsible for any amounts not paid by a lender for the Services. In the event that a co-marketing lender does not pay the amount billed by Seller Appointment Hub, Seller Appointment Hub will charge the Customer the outstanding amount due.

Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder.

Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Seller Appointment Hub in the course of performing the Services, including any items identified as such in these Terms & Conditions (collectively, the “Deliverables”) shall be owned by Seller Appointment Hub. Seller Appointment Hub hereby grants Customer a license to use Intellectual Property Rights in and to the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sub licensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services. Said license may be revoked at any time in Seller Appointment Hub’s sole and absolute discretion with or without notice.

Confidential Information.

(a) All non-public, confidential or proprietary information of Seller Appointment Hub, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Seller Appointment Hub to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of Seller Appointment Hub. Confidential Information does not include information that is:

(i) in the public domain;

(ii) known to Customer at the time of disclosure; or

(iii) rightfully obtained by Customer on a non-confidential basis from a third party.

(b) Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.

(c) Seller Appointment Hub shall be entitled to injunctive relief for any violation of this Section.

Disclaimer of Warranties

ALL SERVICES RENDERED HEREUNDER ARE PROVIDED “AS IS” “WHERE IS” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO THE SATISFACTORY CONDITDITION, QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SELLER APPOINTMENT HUB MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY, WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE, WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Limitation of Liability

(a) IN NO EVENT SHALL SELLER APPOINTMENT HUB BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER APPOINTMENT HUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) CUSTOMER AGREES TO INDEMNIFY DEFEND AND HOLD HARMLESS SELLER APPOINTMENT HUB, ITS DIRECTORS, OFFICERS, SHAREHOLDER, AGENTS, EMPLOYEES, MEMBERS, FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, DAMAGES, DEMANDS, COSTS AND EXPENSE (INCLUDING WITHOUT LIMITATION ATTORNEY’S FEES AND COURT COSTS) OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S CONTACT, MEETINGS, OR ANY WORK WITH A SELLER APPOINTMENT PROVIDED BY SELLER APPOINTMENT HUB.

(c) IN NO EVENT SHALL SELLER APPOINTMENT HUB’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SELLER APPOINTMENT HUB PURSUANT TO THIS AGREEMENT AND PURSUANT TO THE APPLICABLE TERMS & CONDITIONS IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Termination

(a) In addition to any remedies that may be provided under these Terms & Conditions or elsewhere in the Agreement, Seller Appointment Hub may terminate provisions of the Services with immediate effect upon written notice to Customer for any reason or at any time;

(b)Customer may terminate the Services upon thirty (30) days written notice to Seller Appointment Hub by emailing [email protected]. At the date of termination, Customer must pay to Seller Appointment Hub all fees and expenses related to Services provided up to and including the date of termination. During said thirty (30) day period, Seller Appointment Hub may continue to book appointments and Customer expressly agrees to pay the fees for such Services.

RESPA. Customer shall comply with all federal, state, and local laws, including, without limitation, he Real Estate Settlement Procedures Act, 12 U.S.C. 2601 (“RESPA”), as amended from time to time. Customer and/or its Co-Marketing Lender, if any, shall make all disclosures and do all things necessary to timely comply with the applicable provisions of RESPA, including providing copies of the Affiliated Business Arrangements Disclosures, when required. Seller Appointment Hub has no control over any agreement between Customer and any lender and shall, in no circumstances, be held liable for any failure by Customer to make disclosures or take other actions as required by RESPA.

Collections. Notwithstanding any other provisions in these Terms and Conditions, in the event that Customer fails to pay for the Services, Seller Appointment Hub expressly reserves the right to submit any outstanding invoices to a third-party debt collection agency.

Waiver. No waiver by Seller Appointment Hub of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller Appointment Hub. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure. Seller Appointment Hub shall not be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Seller Appointment Hub’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (h) other similar events beyond the control of Seller Appointment Hub.

Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller Appointment Hub. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.

Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of California.

Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in the County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in these Terms & Conditions or to such other address that may be designated by the receiving party in writing. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality, Governing Law, Submission to Jurisdiction, and Survival.

Amendment and Modification. This Agreement may be amended or modified from time to time by Seller Appointment Hub without notice. The amended Seller Appointment Terms will be posted on this page and/or provided to Customer. Your continued use of the Seller Appointments after any changes to the Terms and Conditions will be deemed your acceptance of said changes.