Buyer Lead Terms and Conditions

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ROOPLER.COM BUYER LEADTERMS

  1. Applicability.
    • These Roopler.com BuyerLeadTerms& Conditions (these “Terms& Conditions“) shall govern the provision of buyerlead services by Roopler.com, LLC, a California Limited Liability Company (“Roopler“) to the Customer.
    • These Terms & Conditions, along with the Roopler.com general Terms of Use and Terms and Conditions, as modified from time to time,the Roopler.com, LLC 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.
    • These Terms & Conditions prevails over any of Roopler’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.
    • The term “buyerlead” as used in these Terms & Conditionsshall mean and refer to a person or entity who has expressed interest in purchasingrealproperty and may become a client or customer of Customer for purposes of representation when purchasing real property. Roopler cannot guarantee that any such buyerlead will schedule an appointment with Customer or utilize Customer’s services.
  2. Services. Roopler shall provide the following buyerlead services to Customer:
    • Roopler shall provide the buyerleadsto Customer as such buyerleadsare screened and become available. It is Roopler’s goal to meet the agreed upon leads during the Term.  The number of leads provided in any given month during the Term or any renewal term may fluctuate up or down.  The estimated number of buyer leads provided to Customer shall be aggregate for the entire Term.  In the event that a monthly number of buyer leads is provided to Customer, said monthly number will be an approximate average number of buyer leads provided in each month.  In the event that Roopler over-delivers and hits the buyer lead threshold prior to the end of the then current Term, then Roopler will provide no further leads for the duration of such Term. In the event that Roopler under-delivers at the end of the Term, then Roopler will provide additional leads after the end of the Term to reach the quoted aggregate.
    • Such buyerleads provided to Customer pursuant to these Terms & Conditions shall have been contacted by Roopler prior to being provided to Customer. All such contact shall be sent on behalf of the Customer.
    • Customer shall pay Roopler an initial non-refundable setup fee in the amount quoted to Customer during engagement.
  3. Term.
    • Roopler shall use reasonable efforts to meet any performance dates specified in the Terms & Conditions, and any such dates shall be estimates only.
    • The term for Customer’s purchase of buyer leads is six (6) months from the effective date (the “Term”). In the event that Customer elects to pay the agreed-upon fee in full at the start of the Term, Customer shall be entitled to a five percent (5%) discount of the total amount due for such Term.
    • Upon the expiration of the initial Term, Customer’s purchase will automatically renew on a month-to-month basis after the initial Term, and after each subsequent renewal Term, until the Purchaser terminates as described in these Terms and Conditions.
    • The Term shall begin on the date wherein Customer’s credit card on file with Roopler 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 Roopler upon the beginning of the Term unless stated otherwise herein.
  4. Customer’s Obligations. Customer shall:

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

  • respond promptly to any Roopler request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Roopler to perform Services in accordance with the requirements of this Agreement;
  • provide such Customer materials or information as Roopler 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
  • 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;
  • Customer understands and agrees that buyerleads provided by Roopler may request an initial phone appointment, online appointment, in person appointment, or no appointment whatsoever, all at the discretion of the buyer.
  • Customer is solely responsible for all buyer leads contacted by Customer. In no event shall Roopler be held liable for Customer’s contact of any buyer lead through Company’s services, whether or not such leads are provided by Roopler.  In addition to the Indemnification policies provided herein, Customer expressly agrees to hold harmless, defend, and indemnify Roopler for any claims, damages, liabilities, including administrative claims arising out of or relating to Customer’s contact with buyer leads.  This Section 4(e) shall survive any expiration or termination of the Agreement.
  1. Customer’s Acts or Omissions. If Roopler’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, Roopler 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.
  2. Fees and Expenses; Payment Terms; Interest on Late Payments.
    • In consideration of the provision of the Services by Roopler and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in Section 2 of theseTerms & Conditions.
    • Unless paid in full at the start of the Term, Customer shall be invoiced on the first date of each month of the Term in the amount quoted to Customer by Roopler during Customer’s engagement with Roopler. All payments hereunder shall be in US dollars.
    • In the event that Customer’s credit card is declined or payments are not received by Roopler within 30 days after becoming due, Roopler may:
      • charge 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
      • suspend performance for all Services until payment has been made in full.
  1. 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 Roopler, Roopler will charge the Customer the outstanding amount due.
  2. 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.
  3. 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 Roopler in the course of performing the Services, including any items identified as such in theseTerms & Conditions (collectively, the “Deliverables“) shall be owned by Roopler. Roopler 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-sublicensable, 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 Roopler’s sole and absolute discretion with or without notice.
  4. Confidential Information.
    • All non-public, confidential or proprietary information of Roopler, 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 Roopler 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 Roopler. Confidential Information does not include information that is:
      • in the public domain;
      • known to Customer at the time of disclosure; or
      • rightfully obtained by Customer on a non-confidential basis from a third party.
    • Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
    • Roopler shall be entitled to injunctive relief for any violation of this Section.
  5. 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.  ROOPLER 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, WARRATNTIES 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.

 

  1. Limitation of Liability.
    • IN NO EVENT SHALL ROOPLER 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 ROOPLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • CUSTOMER AGREES TO INDEMNIFY DEFEND AND HOLD HARMELLS ROOPLER, 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 BUYERLEAD PROVIDED BY ROOPLER.
    • IN NO EVENT SHALL ROOPLER’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 ROOPLER PURSUANT TO THIS AGREEMENT AND PURSUANT TO THE APPLICABLE TERMS & CONDITIONSIN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  2. Termination.
    • In addition to any remedies that may be provided under these Terms & Conditions or elsewhere in the Agreement, Roopler may terminate provisions of the Services with immediate effect upon written notice to Customer for any reason or at any time;
    • Customer may terminate the Servicesduring the initial Term of this agreement upon sixty (60) days written notice to Roopler. At the date of termination, Customer must pay to Roopler all fees and expenses related to Services provided up to and including the date of termination.  During said sixty-day period, Roopler may continue to prove buyer leads and Customer expressly agrees to pay the fees for such Services.
    • During any renewal Term, Customer may terminate the Servicesupon fourteen (14) days written notice to Roopler. At the date of termination, Customer must pay to Roopler all fees and expenses related to Services provided up to and including the date of termination.  During said fourteen-day period, Roopler may continue to book appointments and Customer expressly agrees to pay the fees for such Services.
    • Services shall terminate if Customer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  3. 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.  Roopler 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.
  4. Notwithstanding any other provisions in these Terms and Conditions, in the event that Customer fails to pay for the Services, Roopler expressly reserves the right to submit any outstanding invoices to a third-party debt collection agency.
  5. Waiver. No waiver by Roopler of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Roopler. 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.
  6. Force Majeure. Roopler 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 Roopler’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 Roopler.
  7. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Roopler. 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.
  8. 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.
  9. 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.
  10. Arbitration. Any dispute between Roopler and Customer arising out of or under these Terms and Conditions or this Agreement will be submitted to binding arbitration in accordance with the rules of the American Arbitration Association(“AAA”) in the County of Orange, California. The party that loses the arbitration will pay to the prevailing party any fees and costs incurred by the prevailing party, including, but not limited to, reasonable attorney’s fees.  Purchaser further waives any right to assert any claims against Company as a representative or a member in any class or representative action, or to act as a private attorney general. g.
  11. 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 theseTerms & 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.
  12. 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.
  13. 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, Limitation of Liability, Arbitration, and Survival.
  14. Amendment and Modification. This Agreement may be amended or modified from time to time by Roopler without notice. The amended BuyerLead Terms will be posted on this page and/or provided to Customer. Your continued use of the BuyerLeads after any changes to the Terms and Conditions will be deemed your acceptance of said changes.
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