Terms of Service
REALTYADS PLATFORM TERMS OF SERVICE
LAST UPDATED: August 26th, 2019
1. ACCEPTANCE AND MODIFICATIONS
RealtyAds, LLC (“RealtyAds” “we,” “us,” or “our”) provides the RealtyAds Platform (the “Platform”) maintained at https://www.realtyads.com/ and its subpages, and the digital advertising solutions for launching and optimizing digital ad campaigns for real estate properties across major ad platforms (such as Facebook, Instagram, Google, and LinkedIn) available through the Platform (the “Services”) to you subject to these Platform Terms of Service (these “Terms”). These Terms establish the terms, conditions, rights and responsibilities applicable to your use of the Platform and Services. Your breach of any of these Terms 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”) are consenting to be legally bound by and are becoming a party to these Terms. You are also representing and warranting that the individual clicking on the button is authorized to enter into these Terms 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.
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. 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 these Terms, 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 these Terms are expressly reserved.
3. USE OF THE PLATFORM AND SERVICES
We grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license 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 3 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 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 privacy or other rights; (ix) use the Platform or Services to store or transmit viruses, worms, 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 will cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Terms.
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 may 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.
5. FEES AND PAYMENT
You agree to pay us the fee amounts for the Services that you activate and select on the Platform through your Account. You understand and acknowledge that the default and recommended fee amount per property will be set at $1,500 per calendar month, but that you may adjust such fee in accordance with your desired ad spend using the tools available through the Platform (with the minimum fee being $300 per property per month). Fees are inclusive of advertising costs incurred from third party advertising partners, and may be spent on an accelerated basis where Services are activated after the first day of the calendar month. Upon your request, we may provide monthly recommendations regarding ad spend based on market factors such as geographic advertising costs, size of target audience, and spend of industry peers.
We will bill you for all fees incurred on a monthly basis in arrears. Unless otherwise agreed, invoices will be sent on a property-by-property basis on or around the first day of each calendar month 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 any invoiced amounts remain unpaid for thirty (30) or more days after they become due, we reserve the right to suspend your access to the Platform and Services, with or without notice to you, until all payments have been made in full.
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 these Terms. If any such taxes are paid by us, you will reimburse us within thirty (30) days after receipt of an invoice for same.
6. YOUR PROPERTIES AND ADVERTISING CONTENT
In order for us to construct your personalized dashboard for your Account within the Platform, you must provide us with the addresses for all properties that you plan to advertise through the Services.
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. 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. You represent and warrant that none of the Advertising Content (including any commercial real estate listing information included therein), nor any of the other content described above in this paragraph, was provided to you by, nor is owned by, CoStar Realty Information, Inc. 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 these Terms.
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, and for our other internal purposes.
8. TERM AND TERMINATION
These Terms shall take effect as of the first date that you click “Accept” or otherwise begin accessing or using the Platform or Services, whichever is earlier, and will continue for thirty (30) days thereafter. Upon expiration of the initial term, these Terms will automatically renew on a month-to-month basis for successive thirty (30) day periods until you provide us with thirty (30) days’ written notice of non-renewal.
Notwithstanding the foregoing, we may, in our sole and absolute discretion and without notice or liability to you or any third party, 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 these Terms or any applicable laws or regulations; (b) requested 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).
Upon expiration or termination of these Terms, (i) you shall immediately cease accessing and using the Platform and Services, (ii) you shall promptly return (or at our request, destroy) all of our Confidential Information in your possession or control, and (iii) if requested by you within thirty (30) days after expiration or termination, we shall promptly return or destroy all of 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 these Terms. The provisions of these Terms 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 below.
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 Advertising Content, or your breach of these Terms, 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.
10. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND 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 OF THE LAW, THE INDEMNIFIED PARTIES 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, 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 ACTIVATE AND SELECT THROUGH THE PLATFORM MAY NOT REFLECT THE ACTUAL DOLLAR AMOUNT OF AD SPEND FOR THE APPLICABLE DIGITAL AD CAMPAIGN; AND (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.
11. 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 THESE TERMS 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.
12. COPYRIGHT INFRINGEMENT
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that any Advertising Content violates your copyright, you may request removal of those materials (or access thereto) from the Platform by submitting written notification to our DMCA Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow RealtyAds to locate that material; (iv) adequate information by which RealtyAds can contact you (including your name, postal address, telephone number and, if available, e-mail address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law; (vi) a statement that the information in the written notice is accurate; and (vii) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. It is our policy, in appropriate circumstances, to disable and/or terminate the accounts of users who are repeat infringers. You may send DMCA Notices to our designated DMCA Agent: by mail, at 216 North May Street, Suite 4A, Chicago, IL USA, Attn: DMCA Agent; or, by email, at firstname.lastname@example.org. The telephone number for our designated DMCA Agent is (773) 569-5846, and our physical street address is 216 North May Street, Suite 4A, Chicago, IL 60607.
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.
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 in the State of Illinois, Cook County for any litigation between us. These Terms 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. Waiver and Severability of Terms. The failure of RealtyAds to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms 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 these Terms shall remain in full force and effect.
c. 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 these Terms.
d. Assignment. We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.
e. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.
f. Relationship of the Parties. The parties hereto shall at all times be independent contractors with respect to these Terms. Neither you nor RealtyAds is, or will be considered, the agent, employee, legal representative, partner, or joint venturer of the other for any purpose.
g. Force Majeure. Failure by either party hereto to perform any obligation hereunder 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.
h. Injunctive Relief. You acknowledge and agree that any breach of these Terms (including, but not limited to, any breach of Section 3 or Section 7 hereof) 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.
i. Entire Agreement. These Terms 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.