ROOPLER.COM SELLER LEAD TERMS

  1. Applicability.
    • These Roopler.com Seller Lead Order Terms (these “Order Terms“) shall govern the provision of seller lead generation services by Roopler.com, LLC, a California Limited Liability Company (“Roopler“) to the Customer.
    • These Order Terms, the accompanying Terms and Conditions, along with the Roopler.com general Terms of Use and Terms and Conditions, as modified from time to time (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. In the event of any conflict between these Order Terms and the Terms of Use, the Order Terms shall govern, unless the Order Terms expressly states that the Terms and Conditions shall control.
    • These Order Terms 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 Order Terms.
    • The term “seller lead” as used in these Order Terms shall mean and refer to 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. Roopler cannot guarantee that any such seller lead will utilize Customer’s services or agree to a listing presentation by Customer.
  2. Services. Roopler shall provide the following seller lead services to Customer:
    • Roopler shall provide the number of seller leads set forth in Customer’s Order quote from Roopler, which number shall be a minimum of five (5), per month in the markets set forth in said Order quote. Such markets must be markets that Customer actively purchases in Roopler’s buyer lead program during the Term of the Order.  The number of Seller Leads provided by Roopler shall be a monthly average over the Term of the Agreement.
    • Such seller leads provided to Customer pursuant to these Order Terms shall have been contacted by Roopler prior to being provided to Customer.
    • Customer shall pay a monthly payment of in the amount set forth in its Order quote to Roopler. Payments shall be made in advance during each month of the Term.
    • The leads described in Section 2(a), above, shall be a minimum order. In the event that Roopler is capable of providing more seller leads in Customer’s market on a monthly basis, customer shall have the option to purchase such additional leads at the cost set forth in the Order quote provided to Customer by Roopler.
    • In the event that Customer has paid for seller leads that Roopler was unable to provide by the end of the Term, Roopler will provide a credit not to exceed The amount agreed to. Such credit will be provided at the end of the Term.
  3. Term. Roopler shall use reasonable efforts to meet any performance dates specified in the Order Terms, and any such dates shall be estimates only. Seller leads shall be provided for an initial period as set forth in the invoice from Roopler to Customer (the “Term”).  The Term shall begin on the date wherein Customer’s credit card on file with Roopler is charged or the initial payment is otherwise applied.  All monthly payments for the Term shall be fully earned deemed earned by Roopler upon execution of these Order Terms.
  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 seller leads provided by Roopler 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 Roopler may include Sellers desiring cash only offers.
  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 these Order Terms.
    • Customer shall pay all monthly invoiced amounts due to Roopler upon receipt of Roopler’s invoice. Customer shall make all payments hereunder in US dollars.
    • In the event 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. 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.
  2. 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 these Order Terms (collectively, the “Deliverables“) shall be owned by Roopler. Roopler hereby grants Customer a license to use all Intellectual Property Rights 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.
  3. 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.
  4. Disclaimer of Warranties. ROOPLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; 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.
    • 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 ORDER TERMS IN 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 Order Terms or elsewhere in the Agreement, Roopler may terminate the Order Terms with immediate effect upon written notice to Customer for the following reasons:
    • If Customer fails to pay any amount when due under the Order or any other Order and such failure continues for 30 days;
    • If Customer has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
    • 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.
    • In addition to the above, Roopler may terminate the Order Terms or the Agreement for any reason in its sole discretion upon thirty (30) days’ written notice to Customer. In such event, Roopler will return all funds paid to Roopler for undelivered Seller Leads.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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 Order Terms 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.
  10. 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.
  11. 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.
  12. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.