REALTYADS PLATFORM TERMS OF SERVICE

LAST UPDATED: January 1st, 2023

1. ACCEPTANCE AND MODIFICATIONS
RealtyAds, LLC (“RealtyAds” “we,” “us,” or “our”) provides the RealtyAds Platform maintained at https://www.realtyads.com/ and its subpages (the “Platform”), and the solutions for launching and optimizing a digital presence for real estate properties, services, and brands across major internet channels (such as Facebook, Instagram, Twitter, Google, and LinkedIn) available through the Platform (the “Services”) to you subject to these Platform Terms of Service (these “Terms”). These Terms, together with your Subscription Agreement (as defined below), establish the terms, conditions, rights and responsibilities applicable to your use of the Platform and Services (collectively, the “Agreement”). Your breach of any of the terms of the Agreement causes an automatic termination of the rights and licenses granted to you herein.

By clicking on the “Accept” or equivalent access, agreement, or purchasing button, or by otherwise accessing or using the Platform or Services, you and any company or entity that you represent ("you," "your," or "yours") become legally bound by and become a party to the Agreement. You also represent and warrant that the individual clicking on the button is authorized to enter into the Agreement and bind such company or entity. For clarity, if you are using the Platform or Services on behalf of a company or other entity, then all references to “you,” “your,” or “yours” herein shall refer to both the individual and the company or entity.

If your account’s parent company has entered into a separate, written enterprise agreement with RealtyAds governing your access to and use of the Platform and Services, the terms of such enterprise agreement will supersede and control in the event of any conflict or inconsistency with these Terms.

We may change these Terms from time to time for any reason. We will seek to notify you of material changes prior to those changes taking effect by emailing you, posting a notice through the Platform, or by other means. If you do not agree with the new version, you must stop using the Platform and Services and terminate your Account. Your continued use of any portion of the Platform or Services after the effective date of any changes shall constitute your acceptance of such changes.

2. SUBSCRIPTIONS
The Platform and Services are made available on a subscription basis in accordance with the provisions of these Terms and the applicable subscription agreement entered into between you and RealtyAds (“Subscription Agreement”). Each Subscription Agreement will specify the property and/or account name, the level of exposure, the subscription term length and start date, and the monthly subscription fees. Targeting and other specified features may only be available at certain minimum monthly subscription fee levels.

In addition, you may purchase additional services (e.g., Managed Services, such as Enhanced Service, Signature Service, or Premier Service) (“Additional Services”) at the start of your subscription or after your subscription start date. If you add Additional Services after your subscription start date, RealtyAds will issue an updated Subscription Agreement to reflect the Additional Services and associated Additional Services fees, which must be accepted prior to RealtyAds providing any such Additional Services to you.

3. OUR PROPRIETARY RIGHTS
The Platform and Services constitute the valuable intellectual property and proprietary material of RealtyAds and its licensors. We or our licensors own all intellectual property and proprietary rights, title, and interest in and to the Platform and the Services, including, without limitation, all data, information, and reports made available to you through the Platform or Services (including, for example, information pertaining to number of clicks, number of views, real-time advertising spend per property, companies who have seen an ad, and percentage of target audience reached). For clarity, all such data, information, and reports form a part of the Services. Except for the limited use rights granted to you in the Agreement, you agree that you do not have and will not acquire any right, title, or interest in or to the Platform, the Services, or any of our other intellectual property or proprietary rights. Any rights not expressly granted in the Agreement are expressly reserved.

4. PRIVACY POLICY AND YOUR DATA
All information and data that you submit, provide, or make available to us (whether through the Platform, Services, or otherwise) or that we collect about you through your access to and use of the Platform or Services, including, without limitation, your Account login information, Platform and Services usage statistics and associated data, and information (including personal information) pertaining to your clients, prospective clients, and target audiences (collectively, “Your Data”), is subject to our Privacy Policy (located at https://www.realtyads.com/privacy-statement/), the terms of which are hereby incorporated by reference into these Terms. We encourage you to read and become familiar with our Privacy Policy.

By submitting, providing, or otherwise making available Your Data to us, you hereby grant us a non-exclusive license to use, reproduce, modify, create derivative works of (including derived data), display, perform, and distribute Your Data, in each case to enable us to operate, provide, and maintain the Platform and Services and to otherwise take such actions with respect to Your Data as permitted under our Privacy Policy, including for purposes of serving and displaying targeted advertisements to you and your clients, prospective clients, and target audiences. You are solely responsible for Your Data and for compliance with all laws and regulations applicable to the provision of the same, and you represent and warrant that: (i) you have obtained and shall at all times maintain all necessary and/or legally required rights, consents, permissions, and authorizations to provide Your Data to us as contemplated under the Agreement and to otherwise grant the license rights granted herein; and (ii) you at all times have complied, and shall continue to comply, with all federal, state, local, and foreign data protection and privacy laws and regulations applicable to the collection, handling, processing, sharing, and storage of Your Data, including by providing relevant individuals and other data subjects from whom information or data is collected with appropriate privacy notices. In the event of any breach of the foregoing warranties, we reserve the right, in our sole discretion and without any liability to you, to delete, modify, refuse to store, or disable access to Your Data and/or to cancel, suspend, withhold, or terminate any affected Services.

5. USE OF THE PLATFORM AND SERVICES
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license, during the Term, to access and use the Platform and Services for their intended purposes (namely, launching and optimizing digital ad campaigns across major ad platforms) in accordance with these Terms. For clarity, the license granted by us to you in this Section 5 does not include any right to access the Platform’s object code or source code.

You may use the Platform and Services only as expressly permitted in these Terms and only in compliance with applicable federal, state, and local laws. In particular, you may not, and will not permit any third-party marketing agency or other third party to: (i) alter, remove, or obscure any copyright notices, proprietary markings, trademarks, or trade names from the Platform or Services; (ii) sell, rent, lease, sublicense, transfer, assign, time-share, distribute, or otherwise make the Platform or Services, or any data, reports, or other information generated through your use of the Platform or Services, available to any third party for monetary or other valuable consideration without our prior written consent; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to ascertain the source code of the Platform or Services; (iv) copy, modify, adapt, translate, or create derivative works of the Platform or Services or any portion thereof; (v) bypass or breach any security device or protection used for or contained in the Platform or Services; (vi) use the Platform or Services in any unlawful manner; (vii) use the Platform or Services in any manner that is competitive with the business of RealtyAds; (viii) use the Platform or Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party and/or individual privacy or other rights; (ix) use the Platform or Services to store or transmit viruses, worms, malware, ransomware, time bombs, Trojan horses, or other harmful or malicious code; (x) use the Platform or Services to conduct benchmarking tests or comparative analyses, or disclose or publish the results of any performance or other benchmark test or analysis; or (xi) except to the extent required by lawful subpoena or other legal process, make any oral or written statement or other communication that disparages or places in a false or negative light RealtyAds, the Platform, or the Services.

You agree to cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Terms.

6. ACCOUNTS
In order to access the Platform and Services, you will need to set up an account (“Account”). We will provide you with log-ins to the Platform, for the exclusive use of your designated personnel, subject to the terms and conditions herein.

To set up an Account, you will be asked to provide your name, email address, and similar contact information. You also must acknowledge and agree to these Terms to create an Account. You must provide accurate information when setting up an Account and keep all Account information current. You are responsible for maintaining the confidentiality of your password and Account. You are fully responsible for all uses of your password and Account, including any unauthorized use. You agree to keep your password confidential and not share it with anyone else, and to immediately notify us of any unauthorized use of your password or Account.

7. FEES AND PAYMENT
You agree to pay us the monthly subscription fees (including fees for any Additional Services you purchase) as set forth in your Subscription Agreement.

The monthly subscription fee set forth in your Subscription Agreement is fixed for the Term and may not be adjusted upward or downward. All fees that accrue throughout the Term shall be paid in accordance with the terms hereof, regardless of whether you use the Platform or Services in a given month during the Term. We will bill you for monthly subscription fees on a monthly basis in advance on or around the first (1st) day of each calendar month.

Unless otherwise agreed, individual invoices will be sent for each Subscription Agreement to the billing contact(s) that you identify to us through your Account. You will be responsible for paying all invoiced fees within thirty (30) days after the date of invoice. Any invoiced amounts that remain unpaid when due shall incur interest at the rate of one-and-a-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, if your Account at any time has two (2) or more invoices past due, or $10,000 or more in total overdue balance, we reserve the right to immediately suspend all or any portion of the Platform and Services, with or without notice to you, until all payments have been made in full. Once you have made all payments in full, RealtyAds will resume the provision of the Platform and Services and your then-current subscription term will be extended by the length of the suspension.

All fees are exclusive of any sales taxes and other taxes and governmental charges arising out of your access to and use of the Platform and Services (if any). Except for any taxes on our net income, you will be solely responsible for paying any and all taxes imposed upon you or us relating to the Agreement. If any such taxes are paid by us, you will reimburse us within thirty (30) days after receipt of an invoice for same.

8. DASHBOARD SETUP AND ADVERTISING CONTENT
In order for us to construct your personalized dashboard for your Account within the Platform, you must provide us with the names and/or addresses for all real estate properties, services, and/or brands that you plan to advertise through the Services.

Unless, you’ve purchased Managed Services from RealtyAds, you shall be solely responsible for creating all advertising and promotional content, pictures, graphics, text, videos, and other materials for the advertising and marketing of your properties (collectively, “Advertising Content”). You must upload to the Platform all Advertising Content that will be used by us in our provision of the Services. You are solely responsible for evaluating all of your Advertising Content against, and ensuring the compliance of all of your Advertising Content with, these Terms, any guidelines or acceptable use policies that we may now or in the future make available, and all applicable laws. You may not upload, distribute, or otherwise publish any Advertising Content that is invasive of privacy or publicity rights, infringing on intellectual property rights, unlawful, threatening, fraudulent, misleading, deceptive, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful or otherwise objectionable, including, but not limited to, any Advertising Content that encourages conduct that would constitute a criminal offense or otherwise violate any applicable U.S. or foreign laws or regulations. We have the right, but do not assume the obligation or responsibility, to monitor Advertising Content, and to determine whether they comply with applicable laws and these Terms. We have the right in our sole discretion and for any reason whatsoever to refuse to use, refuse to store, remove, or disable access to any Advertising Content, including without limitation any Advertising Content that constitutes, or is likely to constitute, an infringement, misappropriation, or other violation of the intellectual property or other proprietary rights of any third party.

You will exclusively own all right, title, and interest in and to the Advertising Content. You hereby grant us a non-exclusive, royalty-free, limited license to use, reproduce, and publicly display Advertising Content solely as necessary for providing the Platform and Services to you in accordance with the Agreement.

9. TEXT MESSAGING
You agree that we have your explicit consent to provide notices and messages to you for Account management, customer support, and lead delivery in the following ways: (a) through the Platform, or (b) sent to the contact information you provided to us (e.g., email or SMS or MMS to your mobile phone number). If you opt in to receive SMS messages, you may receive messages from us on a weekly or more frequent basis, depending on your use of the SMS service features. You can cancel the SMS service at any time by replying "STOP" to the last text message you received (or by following such instructions as are set out in the received text message), or by using the features and settings available in your Account. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time or send us a message at support@realtyads.com.

Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency depends on your use of the Services. If you have any questions about your text plan or data plan, please contact your wireless provider. For all other questions about the SMS services, you can send an email to support@realtyads.com.

10. CONFIDENTIALITY
You agree to keep confidential all information and materials that we provide to you that is marked as confidential or proprietary, or which based on the nature of the information disclosed and/or circumstances surrounding disclosure should reasonably be recognized to be confidential or proprietary even though it is not so marked, whether in tangible or intangible form, including non-public information concerning our business, products, services, data, code, documentation, trade secrets, interfaces, proprietary algorithms, pricing strategy, methods, technical data, and all other data, reports, and information regarding or otherwise made available to you through the Platform and/or Services (“Confidential Information”). You shall keep, and shall instruct your employees and agents to keep, our Confidential Information confidential using at least a reasonable degree of care. You may not use our Confidential Information other than for purposes of performing your obligations or exercising your rights hereunder.

You acknowledge and agree that we may collect usage statistics and other data based on your use of the Platform and Services, and that we may use such statistics and data in an aggregated or anonymized manner for purposes of improving the Platform and Services, conducting analytics and research, serving and displaying targeted advertisements to you, and for our other internal purposes.

11. TERM AND TERMINATION
Each Subscription Agreement shall take effect as of the date and time that you click “Accept” or otherwise begin accessing or using the Platform or Services, whichever is earlier, and will continue for the duration of the subscription term specified in such Subscription Agreement (the “Initial Term”). Upon expiration of the Initial Term, each Subscription Agreement (including any Additional Services specified therein) will automatically renew for successive periods equivalent in length to the Initial Term (each, a “Renewal Term”, and collectively with the Initial Term, and unless earlier terminated, the “Term”) unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term, as applicable. RealtyAds will attempt to notify you and/or all users with login credentials to your Account via email of each upcoming renewal around sixty (60) days prior to the end of the Initial Term or then-current Renewal Term. Any promotional discounts applied to the Initial Term or then-current Renewal Term, as applicable, will not renew for any subsequent Renewal Term.

Additionally, if your need to use the Platform or Services under any Subscription Agreement is eliminated due to (i) the disposition (as of the effective closing date) of all real estate in your portfolio and/or all real estate that you manage under such Subscription Agreement (a “Total Sale”), or (ii) the full lease up of all real estate in your portfolio and/or all real estate that you manage under such Subscription Agreement such that your vacancy rate reaches zero percent (0%) (a “Total Lease Up”), then, upon written notice to RealtyAds, which shall include submission of supporting documentation establishing the occurrence of a Total Sale and/or a Total Lease Up (i.e., the identity of the acquiring entity and date of closing in the case of a Total Sale, and evidence that no space for such real estate is listed on or with any reputable third-party listing service in the case of a Total Lease Up), such Subscription Agreement may be terminated by RealtyAds, subject to RealtyAds’ review of the applicable supporting documentation and verification that a Total Sale or Total Lease Up has occurred, as determined in RealtyAds’ sole discretion. In the event of any such termination, you shall remain liable for, and shall pay to RealtyAds: (x) all monthly subscription fees due to RealtyAds through the date of the Subscription Agreement’s termination (including the full amount of the subscription fees for the month in which such notice of termination is provided); and (y) with respect to the provision of any Enhanced Service, Signature Service, or Premier Service under such Subscription Agreement, an early termination penalty to cover up-front costs associated with those services as follows: (1) $1,000 early termination penalty for Enhanced Service; (2) $2,000 early termination penalty for Signature Service; and (3) $3,000 early termination penalty for Enhanced Service.

Notwithstanding the foregoing, we may, in our sole and absolute discretion and without notice, immediately suspend, limit your access to and/or terminate your access to the Platform, Services and/or your Account if: (a) we believe in our sole discretion that you have violated the Agreement or any applicable laws or regulations; (b) requested to do so by law enforcement, government agencies, or courts; (c) we discontinue or materially modify the Platform or Services (or any part thereof); (d) unexpected technical or security issues or problems arise; (e) we believe in our sole discretion that your use or access to the Platform, Services, or your Account may create risk (including but not limited to legal risk) for us, our affiliates, contractual partners, or users; (f) you become insolvent, make a general assignment for the benefit of creditors, or have a voluntary or involuntary bankruptcy proceeding filed by or against you; and/or (g) following extended periods of inactivity on your Account (e.g., six (6) months or longer). For avoidance of doubt, neither RealtyAds nor any of its third-party service providers shall incur any liability for actions taken pursuant to the foregoing.

Upon expiration or termination of the Agreement, (i) you shall immediately cease accessing and using the Platform and Services, (ii) you shall pay to RealtyAds within thirty (30) days of final invoice all outstanding monthly subscription fees and other amounts incurred through the date of expiration or termination, (iii) you shall promptly return (or at our request, destroy) all of our Confidential Information in your possession or control, and (iv) if requested by you within thirty (30) days after expiration or termination, we shall promptly return or destroy all of Your Data and your Advertising Content in our possession or control, except to the extent required by law, rule, or regulation or as necessary to comply with standard computer archiving procedures. Any suspension or termination shall not affect your obligations to us under the Agreement. The provisions of the Agreement which by their nature should survive the suspension or termination of your access to or use of the Platform, Services and/or your Account, shall survive, including, but not limited to, the indemnities, disclaimers, limitations on liability, provisions related to choice of law, and all of the miscellaneous provisions set forth in these Terms.

12. INDEMNITY
You agree to indemnify, defend, and hold RealtyAds, its affiliates, and its and their respective members, officers, directors, employees, agents, partners, licensors, service providers, strategic partners, and distribution partners (collectively, the “Indemnified Parties”) harmless in connection with any third-party claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) (“Claims”) arising out of or relating to your use of the Platform or Services, Your Data, your Advertising Content, or your breach of the Agreement, and/or your acts and omissions relating to any of the foregoing. We have the right to control the defense, settlement and/or other resolution of any Claims, at your sole cost and expense. You may not settle or otherwise resolve any Claim without our express written permission.

13. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, REALTYADS, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE BUSINESS PARTNERS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING ANY: (A) WARRANTIES THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE PLATFORM OR SERVICES; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES CONCERNING THE CAPACITY, COMPLETENESS, ACCURACY, DATA INTEGRITY, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR SERVICES; (E) WARRANTIES THAT YOUR USE OF THE PLATFORM WILL BE SECURE OR UNINTERRUPTED; AND (F) WARRANTIES THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE OR THAT ERRORS IN THE PLATFORM OR SERVICES WILL BE CORRECTED. IN ADDITION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (I) THE FEE AMOUNTS THAT YOU AGREE TO IN YOUR SUBSCRIPTION AGREEMENT OR OTHERWISE ACTIVATE AND SELECT THROUGH THE PLATFORM MAY NOT REFLECT THE ACTUAL DOLLAR AMOUNT OF AD SPEND FOR THE APPLICABLE DIGITAL AD CAMPAIGN; (II) BY USING THE PLATFORM AND SERVICES, YOU ARE NOT GUARANTEED OR ASSURED OF ANY MINIMUM NUMBER OF VIEWS OR CLICKS OR ANY PARTICULAR LEVEL OF PROFITS OR SUCCESS; AND (III) WE HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO SCREEN AND FILTER OUT INQUIRIES ON YOUR BEHALF, AND TO CHOOSE NOT TO SEND ANY SUCH INQUIRIES TO YOU, IF WE REASONABLY BELIEVE THAT ANY INQUIRY IS FRAUDULENT OR OF POOR QUALITY OR RELEVANCE, OR FOR ANY SIMILAR REASON AS DETERMINED IN OUR REASONABLE DISCRETION.

WE MAY REPORT CERTAIN METRICS AND STATISTICS TO YOU REGARDING YOUR USE OF THE PLATFORM AND SERVICES (FOR EXAMPLE, NUMBERS OF HYPER-TARGETED VIEWS, SITE VISITS, AND ENGAGEMENTS). DEFINITIONS AND METHODS FOR CALCULATING THESE METRICS AND STATISTICS CAN BE FOUND HERE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT METRICS AND STATISTICS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND IN NO EVENT WILL REALTYADS BE LIABLE TO YOU FOR ANY INACCURATE, INCOMPLETE, OR OUTDATED METRICS OR STATISTICS. CERTAIN METRICS AND STATISTICS MAY BE DETERMINED BASED ON INFORMATION AND DATA MADE AVAILABLE BY OUR THIRD-PARTY ADVERTISING PARTNERS.

14. LIMITATION OF LIABILITY
WE MAY USE THIRD PARTIES TO PROVIDE CERTAIN SERVICES ACCESSIBLE THROUGH THE PLATFORM AND SERVICES. WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE PLATFORM OR SERVICES, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THE AGREEMENT OR YOUR USE OF THE PLATFORM OR SERVICES SHALL IN ALL EVENTS BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY YOU TO US HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.

15. MISCELLANEOUS

a. Governing Law. You and we agree that any litigation between us shall be filed exclusively in state or federal courts located in the State of Illinois, Cook County. You expressly consent to exclusive jurisdiction and venue in the State of Illinois, Cook County for any litigation between us. The Agreement shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Illinois.

b. Jury Waiver TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND MUTUALLY (A) WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, COUNTERCLAIM, CROSS-CLAIM, THIRD-PARTY CLAIM, DISPUTE, DEMAND, SUIT OR PROCEEDING ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT, THE PLATFORM, THE SERVICES, AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) AGREE THAT ANY SUCH ACTION, CLAIM, SUIT OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.

c. Waiver and Severability of Terms. The failure of RealtyAds to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the parties hereto nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, and all other provisions of the Agreement shall remain in full force and effect.

d. No Contest. Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to the Agreement.

e. Assignment. We may assign our rights and duties under the Agreement at any time to any third party without notice. You may not assign the Agreement (including any Subscription Agreement entered into hereunder) without our prior written consent.

f. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Agreement, there shall be no third party beneficiaries to the Agreement.

g. Relationship of the Parties. The parties hereto shall at all times be independent contractors with respect to the Agreement. Neither you nor RealtyAds is, or will be considered, the agent, employee, legal representative, partner, or joint venturer of the other for any purpose.

h. Force Majeure. Failure by either party hereto to perform any obligation hereunder (other than payment obligations) shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If either party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time frame after the force majeure event ceases to exist.

i. Injunctive Relief. You acknowledge and agree that any breach of the Agreement (including, but not limited to, any breach of Section 5 or Section 10 of these Terms) by you or your employees, contractors, agents, or other users would cause immediate and irreparable injury to RealtyAds that cannot be adequately compensated for in damages. Accordingly, in the event of any such breach and in addition to monetary damages and all other remedies available at law or in equity, we shall be entitled to seek injunctive relief from any court of competent jurisdiction, without posting of bond or other security.

j. Entire Agreement. The Agreement (including these Terms and each Subscription Agreement entered into hereunder) constitute the entire agreement between you and us with respect to your access to and use of the Platform and Services, and any and all other written or oral agreements or understandings previously existing between you and us with respect to the subject matter hereof are hereby superseded and cancelled.