REAL ESTATE PROFESSIONAL TERMS AND CONDITIONS

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Order Information:

Details of Purchase:

Monthly spend for this order includes the following:

IMPORTANT: By providing your credit card information via telephone or via online order, you expressly authorize Roopler.com, LLC to charge your card for the services requested on the payment terms agreed-upon ( “The day your card or account is Charged”).  The term of this Order is six (6) months from the effective date (the “Term”). In the event that Purchaser elects to pay for 

  1.     Payment: All monthly invoices are due immediately upon receipt thereof.  In the event that Purchaser fails to submit payment for any invoices within fifteen days of the date thereof, Company may, in its sole and absolute discretion, discontinue the provision of leads and all other services in the Order until such invoices are paid in full, including any interest and fees.

Terms and Conditions:  In addition to the general Terms of Use provided on our website, this Order is subject to and governed by the Real Estate Professional Terms and Conditions (the “Terms and Conditions”) including all updates to such Terms and Conditions, which shall be effective upon Roopler.com, LLC (the “Company”) incorporating the updates into the Terms and Conditions and/or posting it at Roopler.com.  If any terms in these Terms and Conditions conflict with the general Terms of Use, the terms of these Terms and Conditions shall govern.

These Real Estate Professional Terms and Conditions govern the purchase of any leads, contact of leads, usage of the Roopler.com, LLC platform, AI technology, and calling capabilities, which are a part of the Roopler.com, LLC lead platform, website and internet data exchange (IDX) capabilities; and any other professional services provided by the Company to you.

  1. Policies: Purchaser shall use the Leads and Services provided pursuant to the Order subject to the Terms and Conditions, the Roopler.com, LLC general Terms of Use, the Roopler.com, LLC Privacy Policy, the CCPA Policy, and any other policies and requirements published by the Company (collectively the “Policies”).  All of the Policies are hereby incorporated into these Terms and Conditions by this reference as though fully set forth herein, and Company may modify these Policies at any time without notice.   
  1. Agent and Lender Co-Marketing: Real Estate Professionals who participate in the Co-Marketing program understand and agree that the relationship between the real estate agent and the lender in such program is strictly limited to a co-marketing arrangement under which the lender pays a share of the price. The Purchaser will be responsible for any amounts not paid by a lender (or lenders) for the Order. In the event that a co-marketing lender does not pay the amount billed by Company, Company will charge the corresponding Purchaser the outstanding amount due on the Order.
  • Lead Purchase Program and Services:
    1. Lead Market: Leads are provided in the Purchaser’s market.  The volume of leads for the Order, which are set forth above, are based upon a monthly average during the course of the Term.
    2. Availability of Certain Markets:  If Company, in its sole discretion, determines that it will no longer provide leads in a specific city or cities, that is within Purchaser’s market, for any reason whatsoever, during the Term, Company may immediately terminate the service as they pertain to such city or cities. Purchaser will no longer receive leads from such city or cities from Company.  In the event that Company determines to not longer provide leads as set forth above, Company we will provide Purchaser a credit for any billed leads, for the city or cities that were terminated. Purchaser will continue to receive leads from the other cities within the Market that it has contracted for throughout the remainder of the Term. Company will provide notice to Purchaser within three (3) business days of its determination to terminate certain services pursuant to this section.
    3. Volume of Leads:  Leads are provided to Purchaser’s choice of customer relationship management (“CRM”) platform.  It is the Company’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.  In the event that a monthly number of leads is provided to Purchaser, said monthly number will be an approximate average number of leads provided in each month.  In the event that Company over-delivers and hits the lead threshold prior to the end of the then current Term, then Company will provide no further leads for the duration of such Term.  
    4. Purchaser Responsibility:  Purchaser is solely responsible for all leads contacted by Purchaser or through the Services provided by Company.  In no event shall Company be held liable for Purchaser’s contact of any lead through Company’s services, whether or not such leads are provided by Company.  In addition to the Indemnification policies provided herein, Purchaser expressly agrees to hold harmless, defend, and indemnify Company for any claims, damages, liabilities, including administrative claims arising out of or relating to Purchaser’s use of the contact Services.
  • Termination:
    1. Term:  The Order and all payments due thereunder, whether paid in one lump payment or on a monthly basis, runs for the Term and may be terminated prior to the renewal of any term only by Purchaser as described in Section 4.  After the initial Term, the Order sold via phone by a Company sales representative or purchased via the Company website will automatically renew unless terminated by the Purchaser or Company in the manner set forth below.
    2. No refund:  Company may change the price to be paid by Purchaser, effective at the beginning of any renewed Term.  Once a Term begins, the entire amount owed for said Term is fully non-refundable.  All prepaid amounts are nonrefundable.  If Purchaser has elected to be billed on a monthly basis, Purchaser will continue to pay for the remaining months of the current Term.
    3. Termination by Purchaser: Purchaser may elect to terminate the automatic renewal of this Agreement prior to the renewal of any term.  The renewal 0Purchaser may terminate a renewal of its Order by sending an email to suL{ p [5]♦-pport@roopler.com or by calling the Company at (949) 288-0089.  All prepaid amounts are nonrefundable. 
    4. Termination by Company:  Upon providing written notice to Purchaser, Company reserves the right to cancel Purchaser’s Order at any time for any reason or no reason, effective immediately, and reserves the right to refuse any Order.  In the event that Company elects to terminate any Order during the initial Term or any renewed term, Company will either require no additional payments, or refund the pro-rata portion of payments for services not rendered, as the case may be.
    5. Survival of Terms:  Company reserves the right to suspend or terminate any Services provided and/or the terms of these Terms and Conditions at any time.  Sections 1, 2, 3(d), 4, 5, 6, 8, and 8 shall survive the end of the Term or any termination of this Agreement.

 

    1. Prohibited Uses:  Purchaser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions for Purchaser’s own services on the Company website; (b) use any automated means of scraping or data extraction to collect Company’s information from any website; or (c) engage in any illegal or fraudulent business practice.  Purchaser represents and warrants to Company that all information provided in connection with Purchaser’s account and any Order is complete, correct and current.  Moreover, Purchaser represents and warrants that, through the use of leads or the Company Services, it will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third-party rights, including without limitation, privacy and intellectual property rights. Violation of the foregoing may result in immediate termination of Order without notice, and without limitation on any other remedies available to Company as provided herein, at law or in equity.
  • Indemnification:  Purchaser shall indemnify, defend, and hold harmless Company, its authorized licensees, owners, managers, officers, suppliers, agents, successors, assigns, affiliates, and licensors from any claim, any costs (including attorneys fees, consultant fees, and experts fees), damages, or liability arising out of: Purchaser’s use of the leads, the services provided by Company, any contact of leads, website content, Purchaser’s violation of federal, state, local or any other laws or regulations; and Purchaser’s breach of these Terms and Conditions or any other applicable terms and conditions, including but not limited to, the Roopler.com, LLC Terms of Use, CCPA Policy, and the Privacy Policy.
  1. Liability:  ALL SERVICES RENDERD PURSUANT TO THIS ORDER ARE PROVIDED “AS IS” “WHERE IS” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH PURCHASER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. 

Without limitation, Company disclaims all guarantees regarding amount, levels, quality, or timing of: (i) leads; (ii) contacts; (iv) conversions or other results for any lead. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND PURCHASER’S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (y) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO ADVERTISER’S BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (z) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO COMPANY.

  1. General Terms:  
    1. Choice of Law:  These Terms and Conditions are governed by and shall be construed in accordance with the laws of the State of California.  Purchaser agrees to submit to the exclusive jurisdiction and venue in the state and federal courts sitting in Orange County, California for any and all disputes, claims, and actions arising from or in connection with the Order or these Terms and Conditions.
    2. Consent to Contact:  Purchase agrees that Company, or a third party acting on Company’s behalf, may call or send text messages to the telephone number(s) provided by purchaser, including calls and text messages using an automated system or an artificial or prerecorded voice.  Purchase further agrees that such messages may constitute telemarking.  Purchaser further agrees that Company may send emails, including emails to the addresses provided by purchaser, including emails using an automated system.  Purchaser represents and warrants that it has authority to grant Company the permission to contact all such telephone numbers and email addresses provided to Company.
    3. Payment:  All monthly invoices are due immediately upon receipt thereof.  In the event that Purchaser fails to submit payment for any invoices within fifteen days of the date thereof, Company may, in its sole and absolute discretion, discontinue the provision of leads and all other services in the Order until such invoices are paid in full, including any interest and fees.
    4. Collections:  Notwithstanding any other provisions in these Terms and Conditions, in the event that Purchaser fails to pay for the Order or for any Term, the Company expressly reserves the right to submit any outstanding invoices to a third-party debt collection agency.
    5. RESPA:  Purchaser 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. Purchaser 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.  In addition to the language in paragraph 6, herein, Company has no control over any agreement between Purchase and any lender and shall, in no circumstances, be held liable for any failure by Purchaser to make disclosures or take other actions as required by RESPA.  
    6. Attorney’s Fees:  If any party hereto institutes an action or proceeding arising under these Terms and Conditions and/or the Order, the prevailing party will be entitled to attorney’s fees and expenses (including expert fees). 
    7. Arbitration:  Any dispute between Company and Purchaser arising out of or under these Terms and Conditions 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. 
    8. Entire Agreement:  These Terms and Conditions and the Order, as well as all other applicable Roopler.com, LLC terms of use, and the Privacy Policy, constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof, and superseded and replaces any other agreement applicable thereto.  Purchase has not relied on any other statements or promises upon agreeing to these Terms and Conditions.
    9. Severability:  If any term, covenant, condition or provision of these Terms and Conditions, or the application thereof to any person or circumstance, shall be to any extent be held by a court of competent jurisdiction or rendered by the adoption of a statute by the State of California or the United States invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of these Terms and Conditions, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected impaired or invalidated thereby.
    10. Waiver of covenants, conditions, or remedies:  In the event that Company waives performance of any covenant, condition, term promise, or the timeframe for the performance of any act required by these Terms and Conditions, this shall not invalidate these Terms and Conditions or waive any other covenant, condition, promise, term, or the time for performance of any other required act.  The exercise of any remedy provided in these terms by Company shall not waive any other remedy provided by law, or in equity, and the provisions of this term for any remedy shall not exclude any other remedies, except where the exclusion is expressly stated.

[signature on following page]

I hereby agree to be bound by these Terms and Conditions.

Date: PURCHASER

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