TERMS AND CONDITIONS OF USE

 

By completing the agent registration and set up process, you conclude a legally binding MARKETING SERVICES AGREEMENT (the “Agreement”) between the registered real estate agent identified by login ID and password combination (“User”), and Insider Network LLC (“IN”). User agrees to abide by (i) the terms and conditions of this Agreement; (ii) the privacy policy, and (iii) and guidelines posted on the IN website. IN reserves the right to change the nature of this relationship at any time without notice to User.

1.    General Definitions.

a.    Keyword means a unique word sent to short code that is used to differentiate among SMS and deliver the SMS to a specific location within the applicable short code.

b.   MMS means a method of transmitting graphics, video clips, sound files and SMS over Mobile Networks using the WAP protocol.

c.    Mobile Network means a mobile/wireless telephone network pursuant to which an End User receives mobile phone service.

d.   PSMS a billing method whereby an End User sends an SMS to a "premium" number which generates a billable event with their carrier, who then appends a special charge to the End User’s monthly bill.

e.    Short Code means phone numbers that are 5 or 6 digits long that are used in SMS messaging on Mobile Networks.

f.     SMS means a method for sending short text messages to phones on a Mobile Network.

g.   WAP means wireless application protocol, which is a standard, using WML markup language, for providing mobile phones with secure access to e-mail and text-based Web pages.

2.  Basic Services. A mobile telephone based marketing services for marketing campaigns conducted over mobile telephone platforms, which services shall collectively be referred to as the “Program”. The Program shall be provided pursuant to current IN terms and specifications. IN provides 2-way text and WAP mobile message marketing services providing Buyers (“End Users”) with listing and agent information. End Users have access to detailed property information and access to all User listing information on all active listings associated with User KWLS account records. End Users also receive automatic alerts to their mobile phone for “Price Change Alerts” and “Just Sold Messages”

User agrees that the Program may include certain communications from IN, including service announcements and administrative messages, and that these communications are considered part of IN membership and you may not be able to opt out of receiving such. Unless explicitly stated otherwise, any new features that augment or enhance the current Program, shall be subject to the terms of this Agreement. User understands and agrees that the Program is provided "AS-IS" and that IN assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Program and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Program.

3.    Program Fees. Customer shall pay IN the fees (collectively the “Program Fees”) as follows.

a.    There is a one-time $99.95 Account Registration and Set Up Fee

b.   Users choose a custom keyword, which reserves the keyword in the Program. Keyword registration fee is $7 each and includes a rider sign with the User-selected, custom printed keyword.

c.    Each time a keyword is activated and assigned to a listing the User chooses a pricing option.

d.    The billing cycle begins the day the keyword is activated and assigned to a listing.

e.  Keywords assigned with the monthly payment option will be billed at the rate of $8.00 monthly for each active keyword.

f.    Monthly fees will be billed in full monthly increments. No proration of unused time in a month when listings expire or are sold mid-monthly term.

g.   Each time a keyword is assigned to a listing the billing cycle begins on the new assigned date

h.    Activation packages are billed annually, in advance and allow unlimited use of the keywords for one year.

i.    Users may upgrade a package at any time and the unused portion of the current package is automatically credited to the upgrade purchase price.

j.    Upgrading a package will reset the package term for one full year from the date of the package upgrade.

All fees are paid via credit card unless otherwise established and approved by an officer of IN. An invoice is sent to the User each time the credit card is charged. By using this Program, User agrees to allow IN to charge your credit card for fees incurred.

End Users - Buyers using the Program are subject to standard messaging fees which are the responsibility of the consumer to pay.

4.    Member Account, Password and Security. User receives a password and account designation upon completing the Program registration process. User is responsible for maintaining confidentiality of the password and account, and is fully responsible for all activities that occur under such password or account. User agrees to (a) immediately notify IN of any unauthorized use of the password or account or any other breach of security, and (b) ensure User exits from the account at the end of each session. IN cannot and will not be liable for any loss or damage arising from your failure to comply with security, privacy or conduct policies.

5.    Member Conduct. User agrees to use the Program as intended and not to:

a.   For any other purpose other than (i) providing information regarding residential, commercial or industrial property information.

b.   Upload, post, email, transmit or otherwise make available any Content that:

i.   is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

ii.   is harm minors in any way;

iii.   user does 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);

iv.   infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;

v.   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;

vi.   interfere with or disrupt the Program or servers or networks connected to the Program, or disobey any requirements, procedures, policies or regulations of networks connected to the Program;

vii.   intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

c.    User acknowledges that IN may or may not pre-screen Content, but that IN and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Program. Without limiting the foregoing, IN and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

d.   User acknowledges, consent and agree that IN may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of IN, its customers and the public.

e.   User understands that the technical processing and transmission of the Program, including User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

f.    User understands that the Program and software embodied within the Program may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by IN and/or content providers who provide content to the Program. You may not attempt to override or circumvent any of the usage rules embedded into the Program. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Program, in whole or in part, is strictly prohibited.

g.   User understands that the Program includes the option to receive an alert when a prospect buyer texts an active keyword. User may select to receive these alerts via text or email. Users agree to respect the subscriber (consumer) privacy and marketing communication opt-out requests.

h.  User understands that the mobile phone numbers will be removed from the activity reports for any subscriber (consumers) who select the marketing opt-out feature on the mobile application or the Insider Network website.

6.    Modification of Program. IN reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Program (or any part thereof) with or without notice. IN will make every effort to maintain and provide forward enhancements to the Program with the intent of improving the Program performance for the User. User agrees that IN shall not be liable to User or to any third party for any modification, suspension or discontinuance of the Program. This includes but is not limited to the addition of or changes to the Common Short Code assigned to the Program.

7.   Termination. User agrees that IN may under certain circumstances and without prior notice, immediately terminate User’s IN account and access to the Program. Cause for such termination shall include, but not be limited to (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Program (or any part thereof), (e) unexpected technical or security issues or problems, (f) you have engaged in fraudulent or illegal activities, and/or (g) nonpayment of any fees owed by you in connection with the Program. Termination of your IN account includes (a) removal of access to all offerings within the Program (b) deletion of your password and all related information, text associated to codes, activity reports and content associated with or inside your account (or any part thereof), and (c) barring further use of the Program. Further, you agree that all terminations for cause shall be made in IN's sole discretion and that IN shall not be liable to you or any third-party for any termination of your account or access to the Program.

User understands and agrees that all keywords reserved to the User are at the sole discretion of IN and may be cancelled or revoked at any time by IN with or without notice to the User. User agrees that keywords that are reserved to the User and are dormant (un-assigned to any listing) for a period of (18) eighteen consecutive months will be considered un-reserved and will become available to other Users within the IN Program.

8.   Reliance upon Third Parties. IN contracts with certain third party telecommunications providers and other third parties to deliver and display User content. This Agreement is subject to the terms and conditions of the respective telecommunications providers and the third parties that participate in the delivery process. Third party telecommunications providers reserve the right, in their sole respective discretion, to position User’s content, to reject User’s content, and to terminate IN’s ability to display the User’s content on their subscriber’s mobile devices. These telecommunications providers may make further reservations at their discretion, and IN’s obligations to perform under this Agreement is subject to these rights. If IN is unable to perform any of its material obligations under this Agreement due to limitations imposed by the telecommunications providers or other third parties, the parties hereto shall amend this Agreement, and make any reasonable pricing concessions, to reflect such limitations. Additionally, IN is not responsible for any interruptions in service caused by the telecommunications providers or other third parties, including but not limited to telecommunication provider software changes in the Mobile Networks that may adversely affect certain mobile devices.

9.   Warranty. IN warrants that it shall perform all services under this Agreement in a commercially reasonable manner in accordance with industry practices. User’s sole recourse and remedy for any breach of this warranty shall be the prompt correction of the defect. IN does not and cannot warrant or guarantee actual marketing results. The delivery of content and services across a Mobile Network is extremely fluid and dynamic in nature and usage and performance is highly competitive making results impossible to guarantee.

10.   Limited License; Cooperation. Solely pursuant to the Program, User hereby grants to IN a non-exclusive, worldwide, fully paid license to use, reproduce, and display User’s trademarks, trade names which are to be used in the performance of the Program.

11.   Proprietary rights. User acknowledges and agrees that the Program and any necessary software used in connection with the Program ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by IN, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Program or the Software, in whole or in part.

12.   Indemnity. User agrees to indemnify and hold IN, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the Program, your use of the Program, your connection to the Program, your violation of this Agreement, or your violation of any rights of another.

13.   Privacy. IN requires certain information to provide the Program, such as credit card numbers, cell phone numbers and billing addresses. IN will never release your information to anyone for any reason without prior approval by you, unless required by law. As part of the Program, IN collects the phone numbers of prospective buyers that access information via text message (SMS). The phone numbers collected by your leased keywords will never be shared with other Users of the Program nor will they be distributed outside the Program, unless required by law. IN will never market to these phone numbers under any circumstances whatsoever.

14.   Entire Binding Agreement. This Agreement shall be binding upon the parties and represents the entire agreement between the parties with respect to the Program. No other agreement (whether written or oral), statement, or promise made by any party, or by any employee, officer, or agent of any party regarding the business relationship between the parties, that is not contained in this Agreement shall be binding or valid, unless such agreement shall be in writing and signed by the parties hereto after the execution of this Agreement.

15.   Waiver. The failure of either party to this Agreement to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of the Agreement.

16.   Force Majeure. If IN is prevented from completing performance of any or all of its obligations under this Agreement by any cause or causes beyond the reasonable control of IN, including but not limited to acts of God, acts or omissions of any government or any rules, regulations, or orders of any governmental authority or any officer, department, agency, or instrument thereof, fire, storm, earthquake, accident, acts of the public enemy, war, rebellion, telecommunications failures, insurrection, riot, invasion, strikes, or lockouts, then it shall be excused from further performance on notice to User, stating the reason for the nonperformance.

17.  Governing Law. The construction and interpretation of this Agreement shall at all times and in all respects be governed by and construed according to the laws of the State of Illinois without regard to any conflict of law provisions thereof.