LAST UPDATED: January 1st, 2022
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 digital advertising solutions for launching and optimizing digital ad campaigns for real estate properties across major ad platforms (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 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") become legally bound by and become a party to these Terms. You also represent and warrant 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.
4. 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 4 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.
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.
6. 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 $2,000 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 $500 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.
The initial fee amount per property selected at the onset of the Term (the “Opt In Price”) may be adjusted upward during the Term. However, the fee amount per property shall not, at any point during the Term, fall below the Opt In Price. Likewise, the number of properties that you select to employ the Services at the onset of the Term (the “Opt In Property Count”) may be adjusted upward during the Term. However, the number of properties that you select to employ the Services shall not, at any point during the Term, fall below the Opt In Property Count. 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. If you elect to utilize an Extended Initial Term (defined below in Section 10) to govern your use of the Services and the Platform, the fee amounts set forth in this Section 6 may be eligible for a discount to be granted by RealtyAds, in its sole and absolute discretion, on a case by case basis.
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.
7. 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. 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 these Terms.
8. 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 email@example.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 firstname.lastname@example.org.
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.
10. TERM AND TERMINATION
These Terms 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 six (6) months thereafter (the “Initial Term”). Upon expiration of the Initial Term, these Terms will automatically renew for successive periods of six (6) months (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.
You may also elect, at the onset of your use of the Services and the Platform, to extend the Initial Term to a timeframe equal to or greater than twelve (12) months (an “Extended Initial Term”), in which case the applicable Renewal Term(s) shall likewise span the same time period as the Extended Initial Term. All other Terms set forth herein shall apply in such instance; provided, however, that if you invoke an Extended Initial Term, the fee amounts due hereunder shall be subject to potential discounts pursuant to Section 6 above.
Additionally, if your need to use the Platform or Services is eliminated due to (i) the disposition of all real estate in your portfolio and/or all real estate that you manage (a “Total Sale”) or (ii) the full lease up of all real estate in your portfolio and/or all real estate that you manage such that your vacancy rate reaches zero percent (0%) (a “Total Lease Up”), then, upon written submission to RealtyAds, which shall include supporting documentation establishing the occurrence of a Total Sale and/or a Total Lease Up, the Term may be immediately terminated, provided you shall remain liable for all fees due to RealtyAds through date of the Term’s termination.
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 these Terms 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 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 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 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 Data, 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.
12. 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 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.
13. 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.