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WEBUYHOUSES.COM
EXCLUSIVE TERRITORY
Name Lease & Marketing System Services Contract
1. We, the subscribing
party a.k.a. "affiliate", “licensee” or “lessee” (hereinafter referred
to as Subscriber), hereby contract with We Buy Houses Realty
Corporation* a.k.a. WeBuyHouses.com (hereinafter referred
to as WeBuyHouses.com) to undertake the mutual covenants, and
agreements (the Agreement) to wit:
A. Subscriber to be the exclusive
recipient of WeBuyHouses.com generated leads in the geographically
defined territory or territories recited above;
B. Subscriber to receive Website and
marketing services, in accordance with the general terms and conditions
described herein;
C. Subscriber may use the
WeBuyHouses.com offline marketing system;
D. Subscriber may use the name
WeBuyHouses.com in marketing & advertising;
E. Discounts at Buyers’ Real Estate
Learning Institute, seminars and conferences.
2. Initial payment for
the first three months, the Subscriber’s payment for services (“fee”)
shall be monthly by Visa, MasterCard, Discover, American Express, or
through PayPal. No other forms of payment are acceptable, with the
exception of payment by checks on a yearly, in-advance basis with 12
post-dated checks. Monthly payment for this Subscriber account is due
in advance of services rendered on the same day of the month in which
the subscription began. The billing cycle begins three days prior to the
due date. Subscriber fees must be received by WeBuyHouses.com no later
than five days after the due date to avoid a late payment penalty of
twenty-five dollars plus ten percent of the monthly subscription fee
and account suspension. It is the responsibility of the Subscriber to
ensure their billing information on file is always correct. Subscribers
are encouraged to provide two or more credit cards to ensure timely
payment in the case of credit card expiration. [Billing information for
secondary, or back-up credit cards must be faxed, not E-mailed or phoned
in. The fax # is (561) 892-2439].
3. Subscribers understand
that the best use of WeBuyHouses.com is as a part of a coordinated marketing
effort and that to get the most value from their WeBuyHouses.com subscription, they
should use "WeBuyHouses.com" in all of their print and media marketing.
4. Accounts continue to
incur subscription fees until formally terminated by Subscriber in
writing, by Certified Mail. Failure by Subscribers to make timely
payment, as specified in this contract, authorizes WeBuyHouses.com to
immediately, and without a requirement of further additional notice to
Subscriber, deny access to Subscriber's account. Such suspension of
account access privileges for failure by the Subscriber to make payment
may indicate a termination or cancellation of this Agreement at the
option of WeBuyHouses.com.
5. The term of this Agreement is for a period of one year. It shall
continue thereafter on a month-to-month basis upon consent of the
parties. Subscriber may elect, at any time, even within the first
year hereof, to cancel this Agreement without penalty or further
obligation to pay fees. Conversely, however, WeBuyHouses.com may not
unilaterally terminate this Agreement, without cause (“cause” being
defined specifically in paragraph 4, non-payment of fee, and paragraph
13, illegal or improper Subscriber conduct) during the term of this
Agreement. Upon any such cancellation or termination, all pre-paid
monthly fees, if any, shall be refunded to Subscriber. Refunds,
however, shall not be pro-rated on the basis of a partial month. The
set-up fee is not refundable.
6. For the purpose of
calculating County and State populations to determine the applicable
subscriber fee, the U.S. Census Bureau Population Estimates Data Set
2005 (or current year) shall be used. If applicable, for determining
population by zip-code, the current U.S. Census bureau estimates shall
be used.
7. Access to
Subscriber's web account by third parties (not including family
members), not specifically listed in this contract, is strictly
forbidden without expressed, written permission of WeBuyHouses.com.
Access, however, to said account is hereby granted the Subscriber.
WeBuyHouses.com is not responsible in any manner for servicing the
Subscribers computer (hardware or software), telephone line, system
configuration, or teaching the subscriber how to operate their own
computer system. Although WeBuyHouses.com will attempt, by best means,
to assist Subscribers, sole responsibility for these items - and any
other product or service not specifically recited herein, lies with the
Subscriber. It shall be the Subscriber’s responsibility for adjusting,
if and when necessary, their spam/junk E-mail filters so as to allow
receipt of leads from WeBuyHouses.com. WeBuyHouses.com shall not be
responsible for any problems, or technical malfunction of any telephone
network or lines, computer on‑line systems, servers, internet access
providers, computer equipment, software, or any combination thereof.
Including any injury, or damage to any computer as a result of using the
web site.
8. WeBuyHouses.com
makes no guarantee of up-time or availability of service, but shall
strive to uphold a best effort of making available content, access to
information and services as implied in its marketing and advertising.
The WeBuyHouses.com web site content and language may not be copied or
reproduced, whether online or off-line, in any way whatever, without
specific, expressed written approval from WeBuyHouses.com.
9. WeBuyHouses.com hereby grants to Subscriber a limited lease of
license for an exclusive territory (as Subscriber territory is recited
above) but reserves the right to define such territory based upon
criteria such as geographic area, population, etc.
The definition of “territory” of the Subscriber, as referred to in this
Agreement, is not to be interpreted as a limitation nor restriction upon
the business practices of the Subscriber. The Subscriber may operate
his/her/its business anywhere, without geographic or territorial
restrictions or limitations. Rather, the term “territory” refers only
to that specific geographic area where only the Subscriber shall be
entitled to exclusively receive web-based and optional call-in leads
generated by seller submissions to WeBuyHouses.com. Where an
exclusively awarded territory is less than a whole state, should an
overlap of markets occur, or be so alleged, whether caused by U.S.
postal zip code change or modification, human error or
misunderstanding, WeBuyHouses.com reserves the absolute right to make
final determination regarding the actual boundary of said exclusive
territory. The decision in such case will be made by WeBuyHouses.com as
equitably as possible. Subscriber’s sole remedies, should there be any
misunderstanding or disagreement regarding the exclusive or protected
territory, are a choice between: (1) the right to cancel the
agreement with no penalty, or (2) a pro-rata discount for the territory
if the population is smaller as a result of the said determination.
10. The Subscriber
specifically understands and agrees that WeBuyHouses.com does not
guarantee any specific number of, or minimum number of leads; nor can
it make any warranty as to the quality or value of the leads or any
lead; and that a WeBuyHouses.com subscription, affiliation and
geographically exclusive territory does not imply or guarantee
successful results in any business endeavor of Subscriber who hereby,
and specifically, acknowledges the understanding that this subscription
and use of the name “WeBuyHouses.com”, while it may in itself be deemed
to be highly beneficial, should be part of an integrated, comprehensive,
local territory marketing plan for best results.
11. WeBuyHouses.com is a web-content publishing entity and as such may
not be held liable for the conduct or business dealings of its
subscribers or parties wishing to sell real estate. WeBuyHouses.com
shall not be held responsible for, nor does it make any warrantee of,
accuracy regarding any content or information submitted by sellers,
subscribers, WeBuyHouses.com or others.
12. WeBuyHouses.com is
not a franchise. Subscribers lease the use of, and do not own, the name
“WeBuyHouses.com” and Subscriber’s rights hereunder are subject to
and subordinate to all of the following: The recitations, terms,
covenants and agreements contained in this contract; The Rules and
Policies of ICANN (Internet Corporation of Assigned Names and Numbers);
Agreement between We Buy Houses Realty Corporation, the
WeBuyHouses.com licensed domain operator (whose signature for the
corporation [lessor] is hereby considered to be electronically and
legally affixed hereto upon acceptance hereof) and We Buy Houses.com
Corp., (domain name owner); The UDRP (Uniform Domain Name Dispute
Resolution Policy). In addition, the parties hereto, hereby agree to be
bound by all of the documents referred to in this paragraph and to all
of the covenants, promises, obligations and duties recited in this
Agreement.
13. Subscribers shall
conduct business in a legal, ethical, and responsible manner and further
hereby agree to fully abide by and obey all municipal, county, state
and federal statutes, rules, regulations and laws regarding business
conduct in general and real estate laws in particular. Such laws, which
Subscriber acknowledges understanding of and agrees to comply with,
include but are not limited to, illegal discrimination in housing, truth
in advertising and lending. Complaints from, but not limited to, The
Better Business Bureau, any state Attorney General's office, sellers of
houses and buyers of houses may result in immediate termination of this
Agreement. In no way, however, does the language in this paragraph
effect the rights of the parties to terminate this Agreement in
accordance with the language in paragraph 5 above, or for
WeBuyHouses.com to terminate unilaterally for breach of any covenant in
the Agreement including inappropriate language, and or “chat”, obscenity
or vulgarity, or conduct unbecoming or detrimental to WeBuyHouses.com.
14. Site content and
features can and will be changed and improved from time-to-time. The
main focus of the website is to help educate home sellers about the
benefits of selling their home and to encourage, and make user-friendly,
the seller’s ability to enter the necessary data for electronic
submission to the Subscriber.
15. Efforts shall be made on the part of
WeBuyHouses.com to have the website listed on the first page of major
search engines by use of a combination of search results, pay per click,
and banner ads for keywords appropriate for home owners interested in
selling quickly to investors. It is understood, however, by all parties
that these efforts shall continue only so long as WeBuyHouses.com, in
its sole opinion, deems it to be a cost effective marketing method.
16. The Subscriber
fully understands and agrees to the terms and conditions herein and,
further, hereby agrees to become a party to and abide by all additional
rules, terms, modifications and conditions which may be promulgated,
without notice, from time to time by WeBuyHouses.com.
17. The parties hereby
further agree that should Subscriber account, website access or use of
webuyhouses.com name use be denied to Subscriber, whether by any
conscious or unintended act of WeBuyHouses.com, Subscriber’s only remedy
shall be pro-rata fee credit and reimbursement to
Subscriber for the period of time such website access or name use was
denied, regardless of the duration of time such access or use was, in
fact, denied. Subscriber specifically hereby agrees that in no case
shall Subscriber be eligible for, or entitled to, compensation or
damages from WeBuy, its officers, directors, stockholders, employees,
web host entity or agents, based on any alleged or real loss of
business income or costs of doing business resulting from denial of
website access or name use, regardless of reason for such denial of
access and use and regardless of whether such access and/or use was
merely denied Subscriber, or subsequently awarded to other(s) either
consciously or by error. Further, WeBuy is not responsible for
short-term website denials or down times, whether caused by acts of
god, overnight occasional site repairs or construction, website host
errors, accidents, electronic or mechanical breakdowns - and such
reasons or causes, not being within the control of WeBuy, shall not be
cause for any pro-rata Subscriber credit nor reimbursement.
18. This Agreement only
Agreement or contract between the parties hereto, there being no oral
representations made by WeBuyHouses.com, nor relied upon by Subscriber.
Further, where applicable to previous or prior affiliates, licensees or
subscribers, this Agreement supersedes all prior or contemporaneous
agreements, representations, warranties or understandings between the
parties.
19. WeBuyHouses.com shall not be held liable for
problems or losses experienced by using the website's information or
services. Any action taken by Subscriber to buy, sell, or invest which
may result in a loss of money, property, profits, opportunity costs, or
any other loss, shall not be the responsibility of WeBuyHouses,com -
which only provides a service to match sellers and buyers - each and
all of whom are, and shall continue to be, totally responsible for the
results of their own actions and who have been advised to practice
appropriate caution and due diligence in the arranging of meetings with
strangers and in all real estate and business dealings; to carry
sufficient insurance coverage, including, but not limited to, liability
insurance; and to consult experts of their own choosing, such as, but
not limited to, attorneys, accountants, real estate appraisers, licensed
engineers, and experts and licensed building inspectors before investing
in, contracting for or purchasing real property. Further, Subscriber
hereby holds WeBuyHouses.com, WebuyHouses.com Corp., and We Buy Houses
Realty Corporation, their officers, directors employees and agents
harmless with respect to any action brought against it or them resulting
directly or consequentially from a tortuous or other act committed by
Subscriber.
20. There are no
representations or warranties that the web site will be error‑free, free
of viruses, or other harmful components nor is there any warranty that
the information available on, or through the web site will always be
correct, accurate, timely, useful, complete, or otherwise reliable. The
website is owned and operated by We Buy Houses Realty Corporation and
contains material which is derived in whole or in part from material
supplied by other sources, and which is or may be protected by copyright
and trademark laws. No one may, at any time, modify, copy, reproduce,
re‑publish, post, transmit, send, or distribute in any way, any material
from the website including computer code. Except as expressly permitted
under copyright law, no copying, redistribution, re-transmission,
publication or commercial exploitation of any downloaded material will
be permitted without the express written permission of
WeBuyHouses.com.Under absolutely no circumstances, including, but not
limited to, negligence, shall WeBuyHouses.com nor its licensees,
investors, clients, buyers, sellers, affiliates, officers, directors,
employees nor agents be liable for any damages of any kind (including,
but not limited to, loss of money, compensatory damages, lost profits,
lost data, or any form of special, incidental, indirect, consequential,
or punitive damages whether based on breach of contract or warranty,
tort, product liability, personal injury, fraud, or otherwise) which
results from (1) the use of, or the inability to use, this web site or
(2) activities of any kind or nature on the part of Subscriber, or any
third-party buyer or seller. Subscriber hereby specifically acknowledges
and agrees that WeBuyHouses.com is not liable for any defamatory,
offensive, or illegal conduct, of any licensee, buyer, seller, or
investor.
21. Should a dispute
arise between the parties hereto which cannot, within ten days, be
amicably resolved between the parties, the parties hereby agree to
submit the conflict to non-binding mediation in Broward County, Florida,
as provided for according to the rules of the American Arbitration
Association. All costs of said mediation shall be bourne by the party
submitting the dispute for resolution. If the parties are not
successful in resolving the dispute through non-binding mediation, then
either party may, at its own expense, and within 30 days from the date
of conclusion of the unsuccessful mediation attempt, submit such dispute
for binding arbitration, in Broward County, Florida, under the
Commercial Arbitration Rules of the American Arbitration Association and
such final rule or determination shall be binding upon the parties. The
arbitration provisions in this section are subject to the Federal
Arbitration Act, 9 U.S.C. 1 et seq, or any successor provisions thereof,
and along with the decision of the arbitrator(s), may be specifically
enforced by any party, and submission to arbitration proceedings may be
compelled by any District Court in the State of Florida.
22.
BECAUSE OF THE HIGH COST OF LITIGATION, AND THE PROVISIONS FOR
MEDIATION AND ARBITRATION PROVIDED FOR HEREIN ABOVE, THE PARTIES AGREE
THAT: EXCEPT AS OTHERWISE
PROVIDED ABOVE, THE PARTIES AGREE TO WAIVE ANY RIGHT THEY MAY
OTHERWISE HAVE HAD TO A JURY TRIAL AND THE OPPORTUNITY TO LITIGATE
CLAIMS IN COURT, BEFORE EITHER A JUDGE OR JURY OR TO PARTICIPATE IN A
LAWSUIT OR BE REPRESENTED BY OTHERS IN COURT (INCLUDING CLASS ACTIONS).
23. If any part,
covenant or paragraph of this Agreement is deemed, by the arbitrator to
be illegal or unenforceable, the rest of the contract shall remain
intact and in force provided an equitable relationship can survive the
thus truncated agreement. This is a legally binding Agreement and the
parties have had ample opportunity for review by legal counsel.
24. WeBuyHouses.com
and We Buy Houses Realty Corporation reserve the right to accept or
reject any request to enter into this Agreement by any party, and this
Agreement is not to be deemed valid until and unless confirmation of
acceptance is E-mailed by WeBuyHouses.com to the Subscriber.
*We
Buy Houses Realty Corporation is a real estate marketing company which
does not provide conventional real estate services for a commission, nor
does it list properties for sale or show properties for sale. It is not
a licensed real estate corporation which acts as a fiduciary between
Seller and Buyer. It is engaged only in assisting approved investor
subscribers in their effort to find sellers by providing a website where
sellers submit information for buyers to consider.
The
Electronic Signature below of Martin Price is deemed to be valid upon
further written confirmation of acceptance hereof by WeBuyHouses.com to
Subscriber.
Martin Price, President, We Buy
Houses Realty Corp (Lessor), and
Domain Operator of WeBuyHouses.com
The Electronic Signature below of
Subscriber is deemed to be valid upon (1)acceptance of Agreement terms
by Subscriber , (2) payment of fee by Subscriber of first three months
subscription cost, (3) confirmation of acceptance hereof to Subscriber
from WeBuy.Houses.com
X_______________________________, Subscriber
(Signature of
Subscriber)
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