Terms & Conditions
Last updated February 02, 2019
AGREEMENT TO TERMS
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
INTELLECTUAL PROPERTY RIGHTS
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
2. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
3. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
4. Make improper use of our support services or submit false reports of abuse or misconduct.
5. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
6. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
7. Attempt to impersonate another user or person or use the username of another user.
8. Sell or otherwise transfer your profile.
9. Use any information obtained from the Site in order to harass, abuse, or harm another person.
10. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the
Content for any revenue-generating endeavor or commercial enterprise.
11. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
12. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
13. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
14. Delete the copyright or other proprietary rights notice from any Content.
16. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
17. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
18. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
19. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
20. Use the Site in a manner inconsistent with any applicable laws or regulations.
21. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of
our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION LICENSE
Apple and Android Devices
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third- Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non- infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
THIRD-PARTY WEBSITES AND CONTENT
We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. We simply provide the space to place
such advertisements, and we have no other relationship with advertisers.
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
TERM AND TERMINATION
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Glynn County, Georgia. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning
informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site,
satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625
North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or
In order to resolve a complaint regarding the Site or to receive further information regarding use of the
Site, please contact us at:
Michael Ruff | RuffWire
Phone: 561-815-2856 [email protected]
Flat Fee MLS Terms & Conditions
Through www.RuffWire.com & MichaelRuff.Realtor (“Website”), Xidia LLC., Michael Ruff | Real Broker LLC (collectively, “RuffWire”, “we”, “us”, or “our”) provide an online service for homeowners to list their residential real estate on the Website and, if selected by the homeowner, through the applicable real estate multiple listing service (“MLS”), and prospective buyers and tenants to find and purchase or lease, respectively, such real estate (collectively, the “Service”). Michael Ruff | Real Broker LLC is the licensed real estate broker for transactions consummated through the Website, which is owned by Xidia LLC.
These Terms are a binding agreement between you (“you” or “your”) and Michael Ruff (“RuffWire”). For purposes of clarity, references to “you” in these Terms apply to any and all users or visitors to the Website and/or Service. You and Michael Ruff are the only parties to these Terms and may be referred to in the singular as a “Party” or in the plural as “Parties”. These Terms govern your access to and use of the Website and Service. You also may be subject to additional terms and conditions set forth in the Buyer Agreement and Listing Agreement that may apply when you list, purchase, or rent, as applicable, Property through the Service.
RuffWire may, at its own discretion, and without advance notice, modify these Terms, or change, suspend, discontinue, impose limits or restrict access to any aspect of the Service at any time. If you disagree with the modifications, your only recourse is to discontinue use of the Service in its entirety. By continuing to access or use the Service, you are indicating you agree to be bound by the modified Terms.
BY CLICKING THE “I AGREE” AND/OR “I CERTIFY” BUTTON, YOU ACKNOWLEDGE AND AGREE THAT (A) YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE, AND ABLE TO ENTER INTO A LEGALLY BINDING CONTRACT; AND (C) YOU ACCEPT THESE TERMS AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE.
- For purposes of these Terms, the following terms shall have the meanings set forth below: “Buyer” means a person who uses the Service to find and purchase a Property. “Content” means all materials, excluding Personal Information, but otherwise including, without limitation, information, data, text, design elements, graphics, images, audio, video, and other content, contained in or delivered via the Website or otherwise made available by RuffWire in connection with the Service.
- Documentation” means the documentation provided to Users electronically via the Website, which explains how to access and use the Service.
- Intellectual Property Rights” means all legally recognized forms of intellectual Property and rights therein, irrespective of whether such rights are based upon common law, statute, regulation, ordinance, agreement, contract, treaty, convention or otherwise, and to the full extent such rights may arise or be recognized under any law, rule or regulation, whether federal, state, local or foreign.
- Owner” means a person who uses the Service to list a Property for sale or rent.
- Payment Service” means any and all payment processing service used or provided by RuffWire’s third party payment processor(s) in connection with your use of the Service.
- Personal Information” means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located, such as the individual’s name, address, social security number, etc., and any other information relating to an identified or identifiable individual. “Personal Information” includes “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.), “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d), and “Personal Data” as that term is defined in EU Data Protection Directive (Directive 95/46/EEC) and its successor, the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) on the protection of individuals with regard to processing of personal data and the free movement of such data, and all rules and regulations issued under any of the foregoing.
- Process” means to perform any operation or set of operations on any data, information, material, work, expression or other Content, including to: collect, capture, process, record, receive, input, upload, download, recover, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, calculate, copy, adapt, alter, transform, translate, prepare derivative works, process, retrieve, output, use, disseminate, transmit, submit, post, transfer, display, provide, delete, block, or erase. “Processing” and “Processed” shall have correlative meanings.
- Property” means any residential real property listed and made available for purchase or rent through the Service.
- Renter” means a person who uses the Service to find and rent a Property.
- Technological Safeguard” means any code, device feature or functionality which has been intentionally provided by or on behalf of RuffWire, and which is, or may be at any time lawfully invoked under the unilateral control of RuffWire, at its sole and exclusive discretion, to monitor, detect, document, prevent, limit, deny, interrupt or terminate unauthorized, improper or illegal access or use of the Website and/or the Documentation. Technological Safeguards may include, but are not limited to, cookies, keys, locks, backdoors, drop dead devices and revocation or disablement of passwords and/or User Accounts (as defined below).
- User” means any and all visitors to the Website, including Buyers, Owners, and Renters, as applicable.
- User Data” means any information or data, including, without limitation, any Personal Information, which a User, at any time uploads, enters, inputs, sends, transmits or otherwise makes available for Processing through or using the Service. User Data does not include, and expressly excludes, any code, information, Content or data owned by RuffWire or any third-party licensor of RuffWire.
- USE OF THE SERVICE
- Limited License. Subject to and expressly conditioned on your compliance with these Terms, including timely payment of all amounts owed, RuffWire grants to you, during the applicable term, a personal, non-transferable, revocable, non-sublicensable, non-exclusive, worldwide right and license (“License”) to (i) access and use the Service and the Website; and (ii) access and view the Documentation via the Website. Other than access and use under the License, any other access or use is prohibited. Any and all rights owned or held by RuffWire and/or our third party licensors not expressly granted to you under this License, including all Intellectual Property Rights relating thereto, are reserved and shall remain owned solely and exclusively in their entirety by RuffWire, its successors, assigns, and its third party licensors, if any.
- Laws, Rules and Regulations. You agree that you are responsible for, and will abide by, all laws, rules and regulations applicable to your access and use of the Service, including any transactions entered into through the Service. Owners further agree that you are responsible for, and will abide by, all laws, rules, ordinances, and regulations applicable to the listing of your Property and all related conduct, including, but not limited to, those relating to taxes, credit cards, data and privacy, permits or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable. There may be circumstances where we are legally obligated (as we may determine in our sole discretion) to share information, including Personal Information, you provide through the Service or otherwise in order to comply with requests from governmental bodies in relation to investigations, litigation, or administrative proceedings, but, unless restricted by applicable law, we will inform you of such request before sharing the information.
- Network Transmissions. You understand that the technical processing and transmission of the Website, your Content and your User Data may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
- Communications. By using the Service, you agree to receive emails and/or text messages, whether from the Service or directly from RuffWire or another User, related to listing, buying or renting a Property, service or customer support requests, and RuffWire promotional materials, newsletters, marketing, or other information that may be of interest to you based on your preferences. Every email from RuffWire contains a link to opt-out of these communications and you may revoke your consent to be contacted by text message by replying “STOP” to a text notification or by emailing us at [email protected] at any time. You further agree that:
- BY USING THE SERVICE AND CLICK-ACCEPTING THESE TERMS, YOU HEREBY GIVE RUFFWIRE, AND ITS SERVICE PROVIDERS, EXPRESS CONSENT TO CONTACT YOU ON YOUR TELEPHONE, INCLUDING, BUT NOT LIMITED TO, LEAVING YOU VOICE MESSAGES AND SENDING YOU TEXT MESSAGES, AND TO SEND YOU E-MAILS, WITH NOTIFICATIONS, INFORMATION, AND OFFERS RELATED TO RUFFWIRE, THE SERVICE, AND/OR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, NOTIFICATIONS PERTAINING TO YOUR TRANSACTIONS OR REQUESTS, RuffWire NEWSLETTERS, AND ADVERTISING, MARKETING, AND/OR PROMOTIONAL INFORMATION AND OFFERS. BY SUBMITTING A REQUEST OR INQUIRY FOR THIRD PARTY SERVICES, YOU HEREBY GIVE RUFFWIRE, AND THE APPLICABLE THIRD PARTY, EXPRESS CONSENT TO CONTACT YOU ON YOUR TELEPHONE, INCLUDING, BUT NOT LIMITED TO, LEAVING YOU VOICE MESSAGES AND SENDING YOU TEXT MESSAGES, AND TO SEND YOU E-MAILS, WITH NOTIFICATIONS, INFORMATION, AND OFFERS RELATED TO RUFFWIRE, THE SERVICE, YOUR USE OF THE SERVICE, THE THIRD PARTY, AND THE THIRD PARTY SERVICES. BY USING THE SERVICE, CLICK-ACCEPTING THESE TERMS, OR SUBMITTING A REQUEST OR INQUIRY FOR THIRD PARTY SERVICES, YOU ARE ALSO EXPRESSLY AGREEING TO RECEIVE FUTURE CALLS, TEXT MESSAGES, VOICE MAILS, AND E-MAILS THAT DELIVER ADVERTISING AND TELEMARKETING MESSAGES THAT ARE GENERATED THROUGH AN AUTOMATIC TELEPHONE DIALING SYSTEM OR AUTO-DIALER, AND ARE CONSENTING TO RECEIVING MESSAGES THAT COME VIA AN ARTIFICIAL OR PRE-RECORDED VOICE MESSAGE OR THAT COME IN THE FORM OF A MASS TEXT MESSAGE MAILER. THE TERMS OF THIS PROVISION ARE NOT A CONDITION OF YOUR REGISTRATION FOR, OR USE OF, THE SERVICE. THIS PERMISSION CONSTITUTES PRIOR EXPRESS WRITTEN CONSENT UNDER THE TELEPHONE CONSUMER PROTECTION ACT. THIS CONSENT APPLIES EVEN IF YOU ARE CHARGED FOR THE CALL UNDER YOUR PHONE PLAN. YOU ACKNOWLEDGE AND AGREE THAT MESSAGE AND DATA RATES (FOR EXAMPLE, FROM YOUR NETWORK PROVIDER) MAY APPLY. YOU ARE RESPONSIBLE FOR ANY CHARGES THAT MAY BE BILLED TO YOU BY YOUR COMMUNICATIONS CARRIERS WHEN WE CONTACT YOU.
- User Data. You agree that, with respect to other Users’ User Data that you obtain directly or indirectly from or through the Service or through any Service-related communication, transaction or software, you may not use any such information for any unlawful purpose or with any unlawful intent.
- Translations and Maps. We cannot guarantee the accuracy or quality of any User-contributed Content which is translated for display on the Website, and you are solely responsible for review, verification and accuracy of such translation. Maps that are provided by Google are subject to the Google Maps terms and conditions located at: https://www.google.com/intl/en_us/help/terms_maps.html.
- International Use. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct, Content, and User Data. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations restricting or otherwise pertaining to the use, transmission, display, exporting, or importing of data, products, services, and/or technical information. We reserve the right, at any time and in our sole discretion, to limit the availability and/or use of the Service to any person, geographic area, or jurisdiction.
- ACCOUNT REGISTRATION AND SECURITY
- Accounts and Passwords. In order to access and use certain functionalities of the Service, the User will be required to register for a User-specific account and password (“Account”). Each registered User will have a personal, non-transferable, account and password for access to that User’s Account that may not be shared or used by more than one person. Passwords and User Accounts are subject to revocation or suspension by RuffWire without advance notice for any lawful reason. You are responsible for maintaining the confidentiality and security of your password and User Account. You agree not to allow, provide or facilitate access to your Account to any other User.
- Account Security. You agree to (i) keep your password and user ID secure and strictly confidential, and (ii) notify us immediately and select a new user ID and password if you believe your password for either your User Account with us or your associated email account may have become known to an unauthorized person. Further, if we suspect any unauthorized access to your Account, upon our request, you agree to promptly change your user ID and password and take any other related action as we may reasonably request. In the event you share your user ID and password with an unauthorized person, or fail to reasonably safeguard such information, you are responsible for any and all transactions made with your Account, including fraudulent or unintentional transactions, and we may, without notice, suspend or cancel your Account.
- Owner Background Checks and Other Separate Agreements. You acknowledge and agree that (i) Owner reserves the right, and (ii) you may be required, to enter into one or more separate agreements, such as a Buyer Agreement, or provide additional information, including, but not limited to, entering into a lease agreement, completing a background check (including an independent credit and/or criminal history check), and signing waivers or terms and conditions. RuffWire does not in any way participate in or otherwise inform the decision of any Owner relating to background checks, or separate agreements.
- OWNER CONTENT
- Owner Representation and Warranty. You represent and warrant that you own or otherwise have all the rights, power, and authority necessary to grant the foregoing license, and that Owner Content (i) does not infringe, violate, misappropriate, or otherwise conflict with the rights, including intellectual Property rights, of any third party, (ii) complies with all applicable laws and regulations, and (iii) must be complete, accurate and truthful.
- Display of Content. Owners are responsible for reviewing and ensuring that any Content displayed on the Website appears as the Owner intended. Photographs should depict the actual Property as the main subject of the photograph and may not include children or adults if you do not have their legal consent.
- Owner Listings. You acknowledge and agree that if you submit a listing through the Service, you represent and warrant that (i) you own the Property and have all rights to list the Property for sale or rent, as applicable, or that you are authorized to act on behalf of the Property Owner(s) to list the Property for sale or rent; and (ii) the listing of the Property is complete, accurate, and truthful.
- Certain Restrictions. You understand that you are liable for all Content and User Data, in whatever form, that you provide or otherwise make available to or through the Service, including to other Users. You agree not to use the Service to:
- • upload, post, e-mail, transmit, or otherwise make available any Content or User Data that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
- • upload, post, e-mail, transmit, or otherwise make available any Content or User Data that is false, inaccurate, incomplete, untimely, or misleading;
- • target or harm minors in any way;
- • facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes, and/or any other activity featuring the award of a prize other than raffles, contests, or sweepstakes conducted in a manner that complies with the law;
- • impersonate any person or entity, including, but not limited to, a RuffWire representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- • forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or User Data transmitted through the Service;
- • upload, post, e-mail, transmit, or otherwise make available any Content or User Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- • upload, post, e-mail, transmit, or otherwise make available any Content or User Data that infringes any patent, trademark, trade secret, copyright, or other intellectual Property or proprietary rights of any person or entity;
- • upload, post, e-mail, transmit, or otherwise make available any Content or User Data related to the sale, lease, rental, or provision of goods and services other than any Content or User Data related to the sale, lease, rental, or provision of Properties and related goods and services offered by Owners in conjunction with Properties;
- • upload, post, e-mail, transmit, or otherwise make available any Content or User Data that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Service in a manner not permitted by these Terms or expressly authorized by RuffWire;
- • interfere with or disrupt the Service or servers or networks connected to the Website, interfere with the use of the Service by others, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
- • intentionally or unintentionally violate any applicable law or regulation;
- • use an inappropriate username of any kind;
- • provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- • stalk or otherwise harass any person or entity; or
- • collect or store Personal Information about other Users in connection with the prohibited conduct and activities set forth in paragraphs above.
- RuffWire CONTENT
- RuffWire Trademarks. The trademarks, service marks, and logos of RuffWire (“RuffWire Trademarks”) used and displayed in connection with the Service are registered and unregistered trademarks or service marks of RuffWire. Other company, product, and service names used in connection with the Service may be trademarks or service marks owned by third parties (“Third Party Trademarks”, and, collectively with RuffWire Trademarks, the “Trademarks”). The use of the Service shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Service without the prior written consent of RuffWire specific for each such use. The Trademarks may not be used to disparage RuffWire, any third party, or RuffWire’s or third party’s products or services, or in any manner (in RuffWire’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited unless RuffWire approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any RuffWire Trademark shall inure to RuffWire’s benefit.
- RuffWire Copyrights. All Content, such as text, graphics, logos, button icons, images, audio clips, and applications, as well as the compilation of any of the foregoing (meaning the collection, arrangement, and assembly) (“RuffWire Copyrights”), are the property of RuffWire or its Owners and protected by U.S. and international copyright laws. You acknowledge and agree that RuffWire Copyrights presented to you through the Service or by any third-party advertisers are protected by all relevant proprietary rights and laws. Except as expressly authorized by RuffWire or such third-party advertisers, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on any RuffWire Copyrights, the Website, in whole or in part.
- WEBSITE SUPPORT AND SECURITY
- Ancillary Facilities. In no event shall RuffWire have any obligation to provide, maintain or support any hardware, connectivity, third party software, communications services, bandwidth, and other goods, software, services and facilities necessary to access and use the Website, or otherwise exercise the License granted under subsection 2.1 above (“Ancillary Facilities”).
- Technological Safeguards. RuffWire shall have the right, but shall have no obligation, to use Technological Safeguards in a lawful manner at any time: (a) to monitor access and use of the Website and the Documentation; (b) to detect, document, prevent, limit, deny, interrupt or terminate unauthorized or illegal access or use of the Website or the Documentation by any User or person; (c) to protect Intellectual Property Rights of RuffWire or its third party licensors; (d) in an attempt to avoid, limit or mitigate loss to any person; and (e) to carry out any obligation of RuffWire under these Terms.
- Security and Other Risks. RuffWire shall exercise commercially reasonable due care to maintain the security of the Website. You acknowledge that your acceptance of these Terms, use of the Website, and exercise of the License are voluntary and undertaken with full knowledge and awareness that such activities necessarily entail risks, including security breaches, unavailability, loss or corruption of data, and other inherent risks associated with computer software, communications via the Internet, electronic communications and Processing.
- Service Modifications and Suspensions. Your use of the Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair, or other actions that we may take in our sole discretion and from time to time. We reserve the right at any time to, and from time to time may, modify, suspend, or discontinue, temporarily or permanently, the Website (or any part thereof) for any reason or no reason with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Website.
- ADDITIONAL SERVICES
- MLS Service. RuffWire allows you to list your Property on an MLS Service that notifies brokers and/or real estate agents who subscribe to the MLS Service that the Property is for sale or for rent. The MLS Service is provided by RuffWire pursuant to an executed Listing Agreement. Mere availability of the MLS Service is not a solicitation by RuffWire to become a listing broker.
- Mortgage Payments Calculator. We provide Users with a mortgage calculator that estimates monthly mortgage payments, and other fees, based on certain criteria provided by the Owner and/or Buyer and based on the Property. The mortgage calculator is only meant to illustrate the approximate mortgage payments associated with a Property and is neither an accurate nor complete representation of the actual mortgage payments in connection with the Property.
- Third Party Services. Buyers may be provided with third party links of real estate attorneys, title companies, surveyors, mortgage companies, trade professionals, moving companies and other service providers. RuffWire provides these links only as a convenience to its Users, and the provision of such third-party names or links is neither an endorsement nor a recommendation. RuffWire is not responsible or liable for the quality of any of the services rendered by the third-party providers.
- Sample Legal Forms. RuffWire may provide sample legal forms for reference. These forms are not intended to be legal advice and should not be treated as such. These forms are provided without any representations or warranties, express or implied, and no representation is made as to their validity, accuracy or completeness. Users are encouraged to retain an attorney or other legal professional to provide professional advice.
- SERVICE FEES
Buyer and Renter Service Fee. Subject to and in accordance with an executed Buyer Agreement, RuffWire charges, as applicable, (i) Buyers a flat fee as detailed with in the contract and website. Renters a flat fee of $299 for the rental of a Property listed on the Website or syndicated by a third party website or by a real estate brokerage company. Owner will pay such amounts to the Buyer’s agent in the case of the purchase of the Property, at the time of closing and in the case of a rental of the Property, at the time of the lease execution. RuffWire shall only be engaged for that particular listing pursuant to a signed Buyer Agreement. For Properties listed directly by the Owner (also known as For Sale by Owner, or FSBO, and For Rent by Owner, or FRBO), RuffWire will facilitate the communication and completion of the sale or rental transaction, as applicable.
- Owner Service Fee. Subject to and in accordance with an executed Listing Agreement, RuffWire charges Owner a one-time flat fee in accordance with the pricing listed on the Website for the MLS Package A ($395) , MLS Package B ($595), for listing of their Property through the MLS Service. Payment is due upon execution of listing Agreement.
- PAYMENT TERMS AND SERVICES
- Payment Method. You authorize our third-party payment processor(s) to store and charge your credit card as outlined in these Terms. You retain sole responsibility for the accuracy and completeness of your credit card information. We are not responsible for any loss suffered by you as a result of incorrect credit card information provided by you.
- Updates. RuffWire or its third-party payment processor may, at its own discretion, and without advance notice, improve, enhance, modify, restrict, limit or add features to its Payment Services at any time. Notification of such changes will be posted through the Service. If you disagree with the changes, your only recourse is to discontinue use of the Service. By continuing to access or use the Service after we have posted a modification through the Service or provided notice of the modification, you are indicating your acceptance of the modified Payment Services.
- Additional Terms. You may be required to accept additional terms and conditions in order to access or use certain Payment Services. If there is a conflict between these Terms and the terms and conditions applicable for a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service.
- Third party Processors. Certain third-party payment processors may charge you additional fees when processing payments in connection with the Payment Services. We are not responsible for any such fees and disclaim all liability in this regard.
- Legal Compliance. You may not use the Payment Services except as authorized by United States law, the laws of the jurisdiction that is your country of residence, and any other applicable laws. In particular, but without limitation, the Payment Services may not be used to send or receive funds: (i) into any United States embargoed countries; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. In addition to complying with the above, you must also comply with any relevant export control laws in your local jurisdiction.
- GENERAL RESTRICTIONS
- Except as otherwise permitted in these Terms, you shall not, and shall not purport to authorize, knowingly induce, or knowingly permit, any other person to, or attempt to:
- (a) download, copy, publish or transmit any of the Website;
- (b) modify, tamper with, adapt, translate, enhance or prepare derivative works or improvements of the Website, the Documentation, or any portions thereof;
- (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available to any person, the Website, the Documentation, or any portions thereof;
- (d) reverse engineer, disassemble, decompile, decode, or decrypt the Website;
- (e) intentionally bypass, breach, disable or defeat any security feature, Technological Safeguard or protection used in, or in connection with the Website or the Documentation;
- (f) remove, alter, obscure, translate, combine, supplement or otherwise change any portion of any screen display; trademark or copyright marks; Documentation; disclaimer; version or release number; or serial numbers which may be present in, or may be displayed by or in connection with use of the Website or the Documentation;
- (g) access, use, or permit any other person to access or use the Website or the Documentation in any manner that violates these Terms, or any applicable law, or that infringes any Intellectual Property Right of RuffWire or any other person;
- (h) Process, or cause to be Processed, by way of the Website, any User Data or other Personal Information other than that which is: (i) owned by you; (ii) in the public domain and free of third party Intellectual Property Rights; or (iii) permissible by virtue of one or more valid, enforceable and subsisting licenses of adequate scope granted to you by one or more third parties; except that you shall not be prohibited from carrying out or causing such Processing if, and only to any limited extent that, so doing would otherwise be lawful and would not infringe, or cause or induce RuffWire or any other person to infringe, any third party Intellectual Property Rights; or
- (i) at any time, use, develop, distribute, or aid others in developing any software, website or service which is substantially functionally similar to, or competitive with, the Website or Service, and/or which infringes any Intellectual Property Rights of RuffWire.
- MUTUAL REPRESENTATIONS AND WARRANTIES
- Subject to all terms and conditions of these Terms, each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as a legal entity under the laws of the jurisdiction under whose laws it was organized or formed; (b) its entry into these Terms has been duly authorized; and (c) its undersigned representative has been duly authorized and has full legal capacity and all power and authority necessary to execute these Terms on behalf of the Party and by so doing, to legally bind that Party to all terms and conditions of these Terms.
- DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES
- YOU AGREE THAT THE DISCLAIMER OF WARRANTY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THESE TERMS AND YOUR USE OR INABILITY TO USE THE SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF AND MATERIALLY INDUCED RUFFWIRE TO ENTER INTO THESE TERMS WITH YOU. THE DISCLAIMER OF WARRANTIES SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND RUFFWIRE AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THESE DISCLAIMER OF WARRANTIES WERE SPECIFICALLY BARGAINED FOR AND ARE ACCEPTABLE TO YOU AND THAT YOUR WILLINGNESS TO AGREE TO THESE DISCLAIMER OF WARRANTIES IS MATERIAL TO RuffWire’S DECISION TO ENTER INTO THIS AGREEMENT. THIS DISCLAIMER OF WARRANTIES SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RuffWire HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RUFFWIRE MAKES NO WARRANTY THAT: (I) THE SERVICE, THE WEBSITE, OR THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THE SERVICE, THE WEBSITE, OR THE DOCUMENTATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, THE WEBSITE, OR THE DOCUMENTATION WILL BE ACCURATE OR RELIABLE, OR (IV) ANY ERRORS IN THE SERVICE, THE WEBSITE, OR THE DOCUMENTATION WILL BE CORRECTED. RuffWire IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, SERVICES, ACTIONS, OR INACTIONS OF ANY USER OR THIRD PARTY; AND RUFFWIRE WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (IV) ABOVE. YOU ACKNOWLEDGE THAT RuffWire HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF THE TRANSACTION, THE TRUTH OR ACCURACY OF ANY USERS’ CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. RUFFWIRE HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of Users and/or third parties in connection with the Service to RuffWire. RuffWire, in its sole discretion, may investigate the claim and take any necessary action. Please report any violations of these Terms by e-mail to [email protected]. RUFFWIRE DOES NOT OWN, SELL, RESELL, PROVIDE, CONTROL, MANAGE, OFFER, DELIVER, OR SUPPLY ANY PROPERTIES. OWNER, BUYER AND RENTER ACKNOWLEDGE AND AGREE THAT OWNER, BUYER AND RENTER ALONE ARE RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO THE PROPERTIES AND ANY ASSOCIATED SERVICES, INCLUDING ANY PERSONAL OR PROPERTY DAMAGE THAT OCCURS IN OR TO THE PROPERTIES. WHEN AN OWNER ACCEPTS AN OFFER FROM A BUYER OR RENTER, THE OWNER IS ENTERING INTO A CONTRACT DIRECTLY WITH THE BUYER OR RENTER. RUFFWIRE IS NOT AND DOES NOT BECOME A PARTY TO, OR OTHER PARTICIPANT IN, ANY CONTRACTUAL RELATIONSHIP BETWEEN YOU AND ANOTHER USER, AND RUFFWIRE IS NOT ACTING AS AN AGENT IN ANY CAPACITY FOR ANY USER, UNLESS THE PARTIES ENTER INTO A BUYER AGREEMENT OR LISTING AGREEMENT. YOU UNDERSTAND, BY USING THE WEBSITE AND SERVICES, THAT YOU ARE ENTITLED TO BE REPRESENTED BY A SEPARATE AGENT.
RUFFWIRE HAS NO CONTROL OVER AND DOES NOT GUARANTEE (I) THE EXISTENCE, QUALITY, SAFETY, SUITABILITY, OR LEGALITY OF ANY PROPERTIES; (II) THE TRUTH OR ACCURACY OF ANY PROPERTY OR USER DESCRIPTIONS, RATINGS, OR REVIEWS, OR (III) THE PERFORMANCE OR CONDUCT OF ANY USER. RUFFWIRE DOES NOT ENDORSE ANY USER OR PROPERTY, INCLUDING THE USER’S IDENTITY OR BACKGROUND OR WHETHER THE USER IS TRUSTWORTHY, SAFE OR SUITABLE. RENTERS SHOULD ALWAYS EXERCISE DUE DILIGENCE AND CARE WHEN DECIDING WHETHER TO STAY IN A PROPERTY.
- LIMITATIONS OF LIABILITY
- YOU AGREE THAT THE LIMITATION OF LIABILITY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THESE TERMS, YOUR USE OR INABILITY TO USE THE SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF AND MATERIALLY INDUCED RUFFWIRE TO ENTER INTO THESE TERMS WITH YOU. THE LIMITATION OF LIABILITY SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND RUFFWIRE AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE. RUFFWIRE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICE, OR ANY OTHER SUBJECT MATTER OF THESE TERMS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF RUFFWIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US $100.00 IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICE OR ANY OTHER SUBJECT MATTER OF THESE TERMS, OR (IV) ANY MATTERS BEYOND RuffWire’S REASONABLE CONTROL. RuffWire SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS ON AND EXCLUSIONS FROM LIABILITY SET FORTH IN THESE TERMS DO NOT APPLY TO ANY LIABILITY ARISING OUT OF A PARTY’S CONFIDENTIALITY OR BREACH OF ITS INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS OR ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY WERE SPECIFICALLY BARGAINED FOR AND ARE ACCEPTABLE TO YOU AND THAT YOUR WILLINGNESS TO AGREE TO THESE LIMITATIONS OF LIABILITY ARE MATERIAL TO RUFFWIRE’S DECISION TO ENTER INTO THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- THIRD PARTY INTELLECTUAL PROPERTY RIGHTS
- Website Content. You agree that all materials, excluding Personal Information, but otherwise including, without limitation, information, data, text, design elements, graphics, images, audio, video, and other Content, contained in or delivered via the Website or otherwise made available by RuffWire in connection with the Service is protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. RuffWire may own the Website Content, or portions of the Website Content may be made available to RuffWire through arrangements with third parties. Except as expressly authorized by RuffWire in writing or in connection with your use of the intended functionality of the services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any Website Content, or post any Website Content on any other website or in a networked computer environment for any purpose. You shall use the Website Content only for purposes that are permitted by these Terms, and any applicable laws and regulations. Any rights not expressly granted in these Terms are reserved.
- Third Party Infringement Claims. If a third party threatens or brings a claim that that the Website, the Service, the Documentation, or any exercise of the License in accordance with these Terms infringes or poses a significant risk of infringing any third party Intellectual Property Rights, RuffWire may, but is not required to, at RuffWire’s sole discretion, exercise commercially reasonable efforts to either remedy the infringement to enable your continued use of the Service or terminate your use of the Service upon providing prior, written notice to you.
- DMCA. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see https://www.loc.gov/copyright for details). Notices and counter notices with respect to the services should be sent to:
- RuffWire, Inc.
- Attn: Legal Department
- [email protected]
RuffWire has adopted and currently implements a policy of terminating, in appropriate circumstances, the Accounts of Users who are deemed repeat infringers or who are repeated charged with infringement.
- To send feedback regarding our business, simply send an email to [email protected]. You agree that: (i) all submissions and all Content will automatically become the property of RuffWire, and you are not entitled to any compensation; (ii) RuffWire may use or redistribute any such submission and its Contents for any purpose and in any way on an aggregated and anonymized basis; (iii) there is no obligation for RuffWire to review any submission; and (iv) there is no obligation to keep any submission confidential.
- Termination. If you breach any of these Terms, RuffWire will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. RuffWire reserves the right to revoke your access to and use of the Service and Website at any time, with or without cause. In the event RuffWire terminates these Terms for your breach, you will remain liable for all amounts due hereunder.
- Arbitration Dispute Resolution. Any controversy, claim, or dispute arising, directly or indirectly, out of these Terms or your use of the Service, including, without limitation, the applicability or scope of these terms to arbitrate, shall be determined by final, binding arbitration (“Arbitration”). The Arbitration shall be administered in English by JAMS pursuant to JAMS’ International Arbitration Rules for three (3) arbitrators (“Rules”). If the parties are unable to mutually agree on an arbitrator within fifteen (15) days of the notice of arbitration, the arbitrator shall be appointed by JAMS in accordance with the Rules. The venue for the Arbitration will be in Palm BeachCounty, Florida. The parties shall maintain the confidential nature of the Arbitration proceedings, hearing and award, except as is necessary (i) to prepare for the Arbitration proceedings and hearing; (ii) to compel Arbitration; (ii) to enforce an Arbitration award; or (iii) for an injunctive relief action. Any Arbitration award or decision will be final and binding on the parties, and judgment upon any such award may be entered in any court having competent jurisdiction to enforce such an award. Except as otherwise specifically set forth in these Terms, no action at law or in equity based upon any claim relating, directly or indirectly, to these Terms may be instituted in any court by any party, except: (a) an action to compel Arbitration pursuant to this section; (b) an action to enforce an award obtained in an Arbitration proceeding in accordance with this section; or (c) an action for injunctive relief. Any Arbitration relating, directly or indirectly, to these Terms must occur on an individual basis, and class arbitrations and class actions are hereby specifically agreed to as not permitted.
- Jury Trial Waiver. YOU AND RUFFWIRE EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY FOR ANY LEGAL PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE. YOU AND RUFFWIRE EACH, ON THEIR OWN BEHALF (I) CERTIFY THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THESE TERMS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
- Notices. Our relationship is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the Service. Notices to you may be made via either e-mail or regular mail to the address in RuffWire’s records. We may also provide notices of changes to these Terms or other matters by displaying notices or links to notices through the Service.
- Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of the State of Florida (without giving effect to principles of conflicts of laws). The U.N. Convention on Contracts for the International Sale of Goods is expressly excluded. For any action or proceeding to enforce Arbitration or an Arbitration ruling or for an action for injunctive relief, you and RuffWire each expressly consent to the (i) venue of Palm Beach County, Florida, USA, and each party hereby expressly waives any objection to such venue based upon forum non-convenient or otherwise; and (ii) jurisdiction of the state and/or federal courts in and/or for Palm Beach County, Florida, USA.
- Injunctive Relief. Notwithstanding the Arbitration obligation set forth above, RuffWire will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief in court for any violation of these Terms or your use of the Service, and you hereby expressly waive any objection, in any such equitable action, that you may have an adequate remedy at law.
- Prevailing Party Attorneys’ Fees. In the event of any Arbitration, legal proceeding, or action for injunctive relief arising out of or relating to these Terms or your use of the Service, the prevailing party in such Arbitration, legal proceeding, or action for injunctive relief shall be entitled to an award of their reasonable attorneys’ fees and costs (including, without limitation, all taxable and non-taxable costs, and all fees and costs to determine the amount of fees and costs to be awarded) incurred prior to any such Arbitration, legal proceeding, or action for injunctive relief, as well as at all levels of trial and appeal.
- Cumulative Remedies. The rights and remedies set forth in these Terms are cumulative and concurrent and may be pursued separately, successively or together.
- Export. The Website is controlled and operated by RuffWire in the United States. The Website is subject to United States export controls. No part of the Website may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services. By using the Website or any part thereof, you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Website may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security’s Denied Persons List. By using the Website or any part thereof, you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
- Non-Discrimination Policy. RuffWire is committed to an inclusive marketplace built on a foundation of trust, safety, and respect, and to a global platform that is open to travelers, owners, and Property -managers without regard to race, color, religion, national origin, ancestry, disability, sex, gender identity, sexual orientation, or marital status. We expect all users to demonstrate respect and tolerance in all interactions with other users—both online and off-line—and we reserve the right to remove anyone from our marketplace who fails to abide by these principles.
- Entire Agreement. These Terms constitute the entire agreement between you and RuffWire and governs your use of the Service, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and RuffWire on the subject matter hereof, other than any written agreement between you and an authorized officer of RuffWire relating to a specified event or events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Service in a manner other than as governed by these Terms.
- Waiver. The failure or delay of RuffWire to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.
- Time to File Claim. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within two (2) years after such claim or cause of action arose or be forever barred.
- Agreement to Be Bound and Survival. Your agreement to be bound by these Terms commence with your accessing or using the Service or otherwise submitting information to RuffWire through the Service, and your agreement to be so bound will continue until your right to access and use the Service is either canceled or terminated, subject to the survival of each of the following after such cancellation or termination Sections 4, 5, and 10 through 18 of these Terms and any other obligation you have to RuffWire. If, following the cancellation or termination of your right to access and use the Service, you access or use the Service or otherwise submit information through the Service, then you again, automatically and immediately, are bound by these Terms.
- Counterparts and Electronic Versions. These Terms may be accepted in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. These Terms may be executed in electronic format and/or with digital signatures, each party reserves the right to only maintain an executed copy of these Terms in electronic form, and each party hereby agrees that a print-out of such electronic form of these Terms will be deemed an original for all purposes relating to the enforceability of these Terms.