Terms of Use

Last Updated: August 18, 2020

THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made between you “User” and CellAHome.

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

GENERAL TERMS OF USE

The following Terms of Service (“Terms”, Terms of Service,” or “Agreement”) constitute a legal agreement between you or the entity or company that you represent (“Customer,” “Client,” or “you”) and CellAHome (“CellAHome”), which governs Customer’s use of the Services. CellAHome owns and operates the website www. CellAHome.com (the “Site”). CellAHome also develops, operates and distributes certain software applications, which include hosted applications, widgets, and APIs (which are deployed at third party websites) and applications for mobile devices (collectively, the “Apps”). The Site and the Apps, together with the services that are provided at the Site and/or via the Apps (including, but not limited to, data collection, storage, analysis and reporting tools, functions and services, such as matching, scheduling, managing and communicating between buyers and agents about real estate listings), are collectively referred to as the “Services.”

The Services are offered and provided subject to acceptance without modification of all of the terms and conditions contained in these Terms of Service. The Terms of Service shall be deemed to include all other operating rules, conditions, policies, and procedures that are referred to herein or that may otherwise be published by CellAHome, from time to time, at the Site or via any App, including, without limitation.

The Services are available only to individuals who are at least 18 years old. If CellAHome becomes aware that you are under the age of 18, we will discontinue providing the Services to you.

CellAHome makes no representation that the Services are accessible, appropriate or legally available for use in locations outside the United State’s, and accessing and using the Services (including with regard to the provision, collection or processing of Customer Data) is prohibited from territories where doing so would be illegal. If you access or use the Services from other locations, then you do so at your own initiative and risk and are solely responsible for compliance with local laws.

CUSTOMER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY DOWNLOADING ANY APP, COMPLETING OUR REGISTRATION PROCESS, OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

DEFINITIONS

Acceptable Use Policy – Policy governing acceptable and prohibited uses of the Services, incorporated by reference into this Agreement.

Account – Account created by you to access certain Services, including Paid Services and other functionalities determined by CellAHome in its sole discretion.

Confidential Information – All trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by CellAHome as part of this Agreement. All pricing information is CellAHome’s Confidential Information.

Data Processing Agreement – Agreement that, when entered into by CellAHome and Customer, provides further terms governing CellAHome’s processing of Customer Data.

Privacy Policy – Policy governing consumers’ privacy rights and CellAHome’s use of consumers’ data, incorporated by reference into this Agreement.

Third-Party Content – Media created by parties other than Customer and CellAHome, including text, images, video, and sound provided to Customer by third-party websites.

Third-Party Products – Goods and services provided by parties other than Customer and CellAHome, including websites owned and operated by third parties that may be linked to by the Site.

The terms “we”, “us” or “our” shall refer to CellAHome the terms “you”, “your” or “User” shall refer to any individual or entity who accepts these Terms of Use by using this Site or the Services found at this Site. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

SERVICES

The Services offered by CellAHome help you collect lead data using mobile phones, tablets, or computers, as well as other related software and services. The Services allow you to collect data online or offline, access data as soon as it’s collected, keep data secure, enhance it via publicly available resources.

CellAHome’s Obligations

Subject to all terms and conditions of this Agreement, CellAHome will use commercially reasonable efforts to provide the Services.

YOUR OBLIGATIONS

The Site, and all other aspects of the Services are provided only to facilitate communications between you and your customers and potential customers while they are considering a purchase, such as when a consumer is considering buying or renting a property. Any unauthorized use of the Services (including without limitation, accessing any aspect of the Services for which you are not authorized, or any commercial use by you, such as, for example, reselling any App) is expressly prohibited. You are solely responsible for all acts or omissions that occur under your Account, username or password, including messaging conducted via the Services.

As a condition of use, you hereby promise not to use the Services for any purpose that is unlawful, or that is prohibited by the Terms of Service or the Accepted Use Policy, or for any other purpose not reasonably intended by CellAHome. You agree to abide by all applicable local, state, national and international laws, regulations and rules.

Each Customer is responsible for procuring all equipment and services needed to connect to the Services (such as, for example, computers, laptops, smartphones, tablets, Internet services, and cellular text and data services). You understand and agree that standard message and data rates may apply.

You may access the Services as CellAHome instructs through a combination of one or more user name’s and passwords.

THIRD-PARTY PRODUCTS AND INTEGRATIONS

CellAHome, may make arrangements with third-party providers, or facilitate Client making arrangements with third-party providers, that provide products or services in connection with the Services described in this Agreement. If Client uses Third-Party Products in connection with the Services, those products may make Third-Party Content available to Client and may gain access to Client’s use of the Services, including Customer Data. CellAHome, does not warrant or support Third-Party Products or Third-Party Content (whether or not these items are designated by CellAHome, as “powered”, “verified” or otherwise) and disclaims all responsibility and liability for these items and their access to the Services, including their modification, deletion, disclosure or collection of Customer Data. CellAHome, is not responsible in any way for Customer Data once it is transmitted, copied or removed from the Services. Our Privacy Policy further addresses CellAHome,’s disclosure of Customer Data to third parties.

ACCOUNT SUBSCRIPTIONS AND FEES

Accounts. In order to access some of the features of this Site or use some of the Services found at this Site, you will have to create an account (an “Account”). You represent and warrant to CellAHome that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If CellAHome has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, CellAHome reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. Account Security. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, and payment method(s). For security purposes, CellAHome recommends that you change your password at least once every six (6) months for each Account you have with CellAHome You must notify CellAHome immediately of any breach of security or unauthorized use of your Account. CellAHome will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss CellAHome or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers. CellAHome makes no representation that materials on this site are appropriate or available for use in locations outside the United States and Canada and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

TERMS OF USE

You acknowledge and agree that:

A. Your use of this Site and the Services found at this Site, including any content you submit, will comply with these Terms of Use and all applicable local, state, national and international laws, rules and regulations.

B. You will not impersonate another User or any other person or entity, or submit content on behalf of another User or any other person or entity, without their express prior written consent.

C. You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

D. You will not use this site or the Services found at this Site in a manner (as determined by CellAHome in its sole and absolute discretion) that:

1. Is illegal, or promotes or encourages illegal activity;

2. Promotes, encourages or engages in defamatory, harassing, abusive or otherwise objectionable behavior;

3. Promotes, encourages or engages in child pornography or the exploitation of children;

4. Promotes, encourages or engages in hate speech, hate crime, terrorism, violence against people, animals, or property, or intolerance of or against any protected class;

5. Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

6. Infringes on the intellectual property rights of another User or any other person or entity;

7. Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;

8. Interferes with the operation of this Site or the Services found at this Site;

9. Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or

10. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding CellAHome or CellAHome’s Services.

E. You will not copy or distribute in any medium any part of this Site or the Services found at this Site, except where expressly authorized by CellAHome.

F. You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.

G. You will not access CellAHome Content (as defined below) or User Content through any technology or means other than through this Site itself, or as CellAHome may designate.

H. You agree to accept as a risk the loss of any and all of your User Content.

I. You will not use this Site or the Services found at this Site, including any of CellAHome related technologies, for any commercial use without CellAHome’s express prior written consent.

J. You agree to use this site for lawful purposes only and not to post or link to material that is unlawful, vulgar, profane, defamatory, abusive or otherwise objectionable. You recognize CellAHome has the right to remove any material that it finds to be objectionable.

K. By posting or submitting content to this site, you grant CellAHome and its affiliates and licensees the right to use, reproduce, display, perform, adapt, modify, distribute, have distributed, and promote the content in any form, anywhere and for any purpose. You also warrant and represent that you own or otherwise control all of the rights to the content and that public posting and use of your content by CellAHome will not infringe upon or violate the rights of any third party.

L. By Agreeing you signify your agreement to all terms, conditions, and notices contained or referenced herein (the “Terms of Use”). If you do not agree to these Terms of Use please do not use this site. We reserve the right, at our discretion, to update or revise these Terms of Use. Please check the Terms periodically for changes. Your continued use of this site following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

CUSTOMER’S REPRESENTATIONS AND WARRANTIES

You represent and warrant that (i) your use of the Services will be in strict accordance with the Terms and with all applicable laws, regulations, and guidelines (including without limitation any local laws or regulations in your country, state, city, or other governmental area regarding data privacy and protection, online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside); (ii) each person whose data is included in Customer Data has received proper notice of CellAHome,’s collection, use, disclosure, retention, and destruction of his or her data as described in these Terms, including the Privacy Policy; (iii) each consumer whose data is included in Customer Data has provided informed consent to CellAHome,’s collection, use, disclosure, retention, and destruction of his or her data as described in these Terms, including the Privacy Policy; and (iv) you are responsible for your conduct, Customer Data, and communications with others while using the Services and your use of the Services will comply with the following requirements:

You may not misuse the Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide.
You are solely responsible for Customer Data and are liable for Customer Data and the manner in which you collect or distribute Customer Data to third parties. We reserve the right to remove any Customer Data from the Services that we determine is in violation of the Terms.
You may not make unauthorized copies of any content from the Services.
If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, unless we agree otherwise. You may not use the Services in a way that would subject us to those specific regulations without our prior written agreement.
You may not circumvent or attempt to circumvent any limitations that CellAHome imposes on your Account (such as by opening up a new Account to conduct a survey that we have closed for a Terms violation).
Unless authorized by CellAHome in writing, you may not probe, scan, or test the vulnerability of any CellAHome system or network.
You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. CellAHome will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to CellAHome.
You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
Unless authorized by CellAHome in writing, you may not resell or lease the Services.
You may not engage in any behavior that is prohibited by the Acceptable Use Policy

YOUR USE OF CELLAHOME CONTENT AND USER CONTENT

In addition to the general rules above, the provisions in this Section 5 apply specifically to your use of CellAHome Content and User Content posted to CellAHome’s corporate websites (i.e., those sites which CellAHome directly controls or maintains). The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites. In addition to general rules above and all covenants including in these Terms of Use, you warrant that the information regarding the property is accurate and correct to the best of your knowledge and belief and that you have verified the information in accordance with the present custom and practice in the industry. You agree to indemnify and hold CellAHome harmless from any and all claims of injury and/or damage arising out of or in connection with the accuracy of the information on this internet site regarding this property.

CONTENT

A. Site Content. Copyright and other intellectual property laws protect all of the information and content available on this Site (collectively, “Content”). The Content is owned by CellAHome , Affiliate, and/or their licensors and suppliers (which may include owners, agents, brokers, multiple listing services, builders, service providers, content providers, vendors and others) (collectively, “Licensors and Suppliers”). You may interact with or download a single copy of any portion of the Content for your personal, non-commercial use, but you may not reproduce, sell, publish, distribute, modify, display, perform, re-post, transmit, or otherwise use any portion of the Content in any other way or for any other purpose without the prior written consent of CellAHome. Real estate listing data displayed on this site is pulled from Licensors and Suppliers and is deemed reliable but has not been independently verified and cannot be guaranteed.

B. CellAHome Content. Except for User Content, the content on this Site and the Services found at this Site, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“CellAHome Content”), are owned by or licensed to CellAHome in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. CellAHome. Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of CellAHome. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by these Terms of Use. CellAHome reserves all rights not expressly granted in and to the CellAHome Content, this Site and the Services found at this Site, and these Terms of Use do not transfer ownership of any of these rights.

C. User Content. Some of the features of this Site or the Services found at this Site may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). By posting or publishing User Content to this Site or to the Services found at this Site, you represent and warrant to CellAHome that (i) you have all necessary rights to distribute User Content via this Site or via the Services found at this Site, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.

D. Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any CellAHome Content, Site Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the CellAHome Content or the User Content therein.

MONITORING OF CONTENT & ACCOUNT TERMINATION POLICY

CellAHome generally does not pre-screen User Content (whether posted to a website created or hosted by CellAHome or posted to this Site). However, CellAHome reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with these Terms of Use. You acknowledge that you are solely responsible for the content of your web site. You represent and warrant that: You have received permission from the homeowner/seller to place information concerning the property on this internet site. You agree to indemnify and hold CellAHome harmless from any and all claims of the homeowner/seller arising out of or in connection with the placement of the property information on this site.The information regarding this property is accurate and correct to the best of your knowledge and belief and that you have verified the information in accordance with the present custom and practice in the industry. You agree to indemnify and hold CellAHome harmless from any and all claims of injury and/or damage arising out of or in connection with the accuracy of the information on this internet site regarding this property.
You have been authorized by your employer and/or the owner of the name, service mark/trademark to place its name/service mark/trademark on this internet site. You agree to indemnify and hold CellAHome harmless from any and all claims by such entity relating to the placement of its name/service mark/trademark on this site.You own or otherwise control all of the rights to the content or that the content is in the public domain and that public posting and use of your content by CellAHome will not infringe upon or violate the rights of any third party.You agree to use this site for lawful purposes only and not to post or link to material that is unlawful, vulgar, profane, defamatory, abusive or otherwise objectionable. You recognize CellAHome has the right to remove any User Content that it finds to be objectionable (whether posted to a website created or hosted by CellAHome or posted to this Site) and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of these Terms of Use, or for otherwise violating these Terms of Use (as determined by CellAHome in its sole and absolute discretion), at any time and without prior notice. CellAHome may also terminate a User’s access to this Site or the Services found at this Site if CellAHome has reason to believe the User is a repeat offender. If CellAHome terminates your access to this Site or the Services found at this Site, CellAHome may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

TERMINATION, SUSPENSION, AND CANCELLATION

CellAHome may suspend or terminate your Account and/or your access to all or any of the Services at any time, with or without cause, with or without notice, effective immediately for any reason, including the following: (a) you have breached the Terms (b) you fail to pay fees for Paid Services; (c) you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; (d) you use one or more “free trial” or other free accounts in a manner not consistent with the published purposes and terms for those accounts; (e) you use a temporary or disposable email address or false identity in interactions with the Services; or (f) we are investigating misconduct by you. In the event that CellAHome terminates your access to the Services for a reason that is not related to your misconduct or violation of the Terms, we will use commercially-reasonable efforts to provide you with the opportunity to export a copy of your data within thirty (30) days of termination. If you wish to terminate your Account (if you have one), you may simply send notice to CellAHome per Section 18 below and discontinue using the Services; if your Account has a Paid Services subscription, the Paid Services will be cancelled upon the termination of your Account and you will not be charged for the subsequent Subscription Period. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

In the event you terminate your Account, you are required to make all necessary arrangements to transfer Customer Data and any other information created during your use of the Services via a CSV file to another repository of your own. CellAHome may, but is not obligated to except upon request by Customer, delete all Customer Data and any other data related to your Account at any time beginning 30 days after the suspension of service.

INTERNATIONAL USE

CellAHome makes no representation that materials on this site are appropriate or available for use in locations outside the United States and Canada and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do soon their own initiative and are responsible for compliance with local laws.

NO MASS ELECTRONIC MAIL

This section outlines Provider’s policy on unsolicited mass e-mail and newsgroup postings, commonly known as, and referred to herein as “SPAM”. For the purpose of this agreement, “unsolicited e-mail” shall be defined as: any electronic mail sent to a given list of address(es) for which the owner(s) have not given express permission for the Client’s use in mass communication. CellAHome network’s resources may not be used by Client to e-mail or mass e-mail any user(s), or groups of users who have not indicated an express willingness to receive said mailings. SPAM may not be used as a means of promotion for Web sites, products or services hosted on CellAHome’s network regardless of whether or not SPAM is sent through our network.Any violation of this policy may result in termination of this Agreement and website service disconnection without prior notice. You acknowledge you have read, understand and agree to be bound by CellAHome’s Anti-Spam Policy referenced above and available here. You agree CellAHome may immediately terminate any Account which it believes, in its sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay CellAHome liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.

LINKS TO THIRD-PARTY WEBSITES

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by CellAHome CellAHome assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, CellAHome does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release CellAHome from any and all liability arising from your use of any third-party website. Accordingly, CellAHome encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.This Site may produce automated search results or otherwise link you to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of CellAHome, and you acknowledge that CellAHome is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of the site by CellAHome or any association with its operators. You also recognize that while CellAHome endeavors to ensure that third party web sites are always operational, CellAHome cannot and does not guarantee their continuous operation. Accordingly, as a condition of being a user of this web site, you release and hold CellAHome harmless from any and all claims of injury and/or damage arising out of or in connection with the non-operation of any third party internet site that includes a feature or link from your property website.Your websites may use features from third party websites. These features include but are not limited to: Market Reports, Property Search, Recently Sold Homes, Neighborhood demographics and information, Google Maps and Microsoft’s Virtual Earth mapping software. CellAHome has no control over these websites or the products they offer. You acknowledge that CellAHome is not responsible for the accuracy, copyright compliance, legality, decency, functionality, operation, or any other aspect of the content or function of such sites. CellAHome reserves the right to discontinue any feature offered by a third party vendor or replace the feature with a similar product at any time without notice. You also recognize that while CellAHome endeavors to ensure that features using third party web sites are always operational, CellAHome cannot and does not guarantee their continuous operation. Accordingly, as a condition of being a user of this web site, you release and hold CellAHome harmless from any and all claims of injury and/or damage arising out of or in connection with the non-operation of any third party internet site that includes a feature or link from or on any of your purchased websites from CellAHome

INTELLECTUAL PROPERTY

Neither these Terms nor your use of the Services grants you any rights to or ownership in any logos, graphics, images, software, trademarks, registered trademarks, service marks, or other proprietary information accessed through the Services (the “Intellectual Property”). All right, title and interest in and to the Intellectual Property will remain (as between the parties) solely with CellAHome or CellAHome’s third-party licensors. “CellAHome,” “CellAHome logo, and all other trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of CellAHome or CellAHome’s licensors. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use the Intellectual Property. Except as expressly permitted under the Terms, the Services may not be modified or used to make derivative works, reverse engineered, or copied, reproduced, or distributed.

CONFIDENTIALITY

Except for the specific rights granted by this Agreement, Customer shall not use or disclose any Confidential Information without CellAHome’s written consent, and shall use reasonable care to protect all Confidential Information, including ensuring that its employees and contractors with access (a) have a need to know for the purposes of this Agreement and (b) are bound by obligations of confidentiality at least as protective as those provided herein. Customer shall be responsible for any breach of confidentiality by its employees and contractors. Customer may disclose only the general nature, but not the specific terms, of this Agreement without the prior consent of CellAHome; provided, Customer may provide a copy of this Agreement or otherwise disclose its terms in connection with any financing transaction or due diligence inquiry, provided that the party to whom such information is disclosed is bound by confidentiality obligations substantially similar to those herein and Customer is responsible for any breaches of confidentiality by the party to whom such information is disclosed.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. CellAHome, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND SUPPLIERS AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CellAHome, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND SUPPLIERS, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND CellAHome ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. Properties online, llc., ITS SUBSIDIARIES, AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CellAHome, ITS OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS AND SUPPLIERS , OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND shall survive any termination or expiration of these Terms of Use or your use of this Site or the Services found at this Site.

LIMITATION OF LIABILITY

IN NO EVENT WILL CELLAHOME, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, BE LIABLE FOR ANY OF THE FOLLOWING DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE WEBSITE AND SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (II) LOSS OF REVENUE OR PROFITS, OR THE COST OF PROCUREMENT FOR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU TO CELLAHOME UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. CELLAHOME SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND THEIR REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

You recognize that CellAHome cannot and does not independently verify the accuracy of any information provided by you, or by its licensors and suppliers for use on this internet site. You also recognize that while CellAHome endeavors to ensure that our administrative website(s) and your website(s) purchased through one of our website template programs are always operational, CellAHome cannot and does not guarantee their continuous operation. This includes but is not limited to ListingDomains.com, RealEstateSites.com, virtuets.com, listingsunlimited.com, drip365.com, pressre.com, smartleadcapture.com, propertiesonline.com and AgentAnnounce.com. Accordingly, as a condition of being a user of this web site, you release and hold CellAHome harmless from any and all claims of injury and/or damage arising out of or in connection with the accuracy of the information on this internet site and/or the non-operation of any website, agent announce email campaign or of the administrative website(s) (ListingDomains.com, propertiesonline.com, RealEstateSites.com, virtuets.com, listingsunlimited.com, drip365.com, pressre.com, smartleadcapture.com, propertiesonline.com and AgentAnnounce.com.).UNDER NO CIRCUMSTANCES SHALL CellAHome, ITS SUBSIDIARIES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CellAHome HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, CELLAHOME’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to this Site or the Services found at this Site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall CellAHome’s total aggregate liability exceed the total amount paid by you for the particular Services that ARE the subject of the cause of action. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of these Terms of Use or your use of this Site or the Services found at this Site.

INDEMNIFICATION

To the extent permitted by applicable law, Customer shall indemnify, defend (with counsel selected by CellAHome) and hold harmless CellAHome its affiliates, contractors, and its licensors, and their respective directors, officers, employees, and agents from any and all claims, liability, loss, damage, costs, fines imposed and enforcement actions commenced by government or a regulatory authority, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising out of or relating to Customer’s use of the Services, any failure by Customer to comply with these Terms, any violation of law by Customer, or the violation of any Customer representation or warranty herein. Customer shall have the right to respond to any incident described in the previous sentence by engaging counsel satisfactory to CellAHome; provided, however, CellAHome may engage independent counsel in connection with any such incident at Customer’s sole cost and expense.

SUCCESSORS AND ASSIGNS

These Terms of Use shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

NO THIRD-PARTY BENEFICIARIES

Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

CUSTOMER DATA

Data Ownership

Unless otherwise agreed, CellAHome does not claim ownership of any data you may collect, store, or otherwise submit through the Services (“Customer Data”). You retain ownership of Customer Data and grant CellAHome a nonexclusive and royalty-free right and license to use the Customer Data to perform its obligations under these Terms and for the purposes stated in CellAHome Privacy Policy.

Data Security

We employ appropriate administrative, organizational, technical, and physical measures to protect Customer Data, which we regularly review and update as necessary.

Customer shall take full responsibility and liability for the security of each of its user name and passwords, and shall be solely responsible for all use of the Services through such user names or passwords. Customer agrees to immediately notify CellAHome of any unauthorized use of the Service’s or any other breach of security known to Customer.

Customers are responsible for ensuring compliance with any specific legal or other requirements for data security based on the type of data being collected. CellAHome shall have no responsibility or ability to certify compliance with particular compliance requirements. Customers should carefully monitor their own compliance with agreed policies and procedures for protecting data security.

Location and International Transfer of Data

You hereby expressly consent to the transmission, collection, storage, processing and use of Customer Data within, from and to the United States, in addition to the country where you are located (if not the United States).

Where Customer intends to transmit and/or transfer the personal data of European Union residents to CellAHome out of the European Union.

PUBLIC USE

CellAHome may identify you (by name and logo) as a CellAHome user when promoting the Services. If you or your organization would prefer CellAHome to not advertise your use of the Services, you should express this preference in writing to CellAHome pursuant to Section 18. Once CellAHome has been so notified, it will refrain from advertising the user or organization’s use of the Services in any future campaigns.

Customer shall not make public announcements or issue press releases relating to this Agreement or the terms hereof without the prior written consent of CellAHome, which consent shall not be unreasonably withheld or delayed.

CellAHome CHANGES

CellAHome reserves the right, at its sole discretion, to modify or replace any part of the Terms at any time for a variety of reasons. The most current version will always be posted on the Site. It is your responsibility to check the Terms periodically for changes, and we encourage you to refer to these Terms regularly to ensure your compliance. Your continued use of or access to the Services following the posting of any changes to the Terms constitutes acceptance of those changes. CellAHome may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall be subject to the Terms.

U.S. EXPORT LAWS

This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of these Terms of Use or your use of this Site or the Services found at this Site.

COMPLIANCE WITH LOCAL LAWS

CellAHome makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF TRIAL BY JURY

The Terms of Use shall be governed by and construed in accordance with the federal law of the United States and the state law of California, whichever is applicable, without regard to conflict of laws principles. You agree that any action relating to or arising out of these Terms of Use shall be brought in the state or federal courts of Sonoma County, California, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniences with respect to) jurisdiction and venue in the state and federal courts of Sonoma County, California. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of these Terms of Use.

TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of these Terms of Use are for convenience and ease of reference only and shall not in any way be utilized to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in these Terms of Use shall for all purposes be construed to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of these Terms of Use to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of these Terms of Use shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

ANY ARBITRATION UNDER THESE TERMS OF SERVICE WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND CELLAHOME ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.

Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Services.

Waiver and Severability

Except as expressly provided herein, no waiver, consent or modification of these Terms shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Registration of Agreement

If this Agreement is required to be registered with any governmental authority, Customer shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.

Assignment

Customer may not assign their rights and obligations hereunder, in whole or in part, without CellAHome prior written consent. Any attempted transfer in violation hereof will be void and of no effect. CellAHome may subcontract, delegate, assign or otherwise transfer any or all of its rights, licenses and obligations hereunder without your consent. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

Relationship of the Parties

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.