Terms and Conditions

CellAHome.com offers a subscription service to build videos for real estate professionals; AGENCY is a company or person that is in the business of selling real estate to the general public. AGENCY desires to subscribe to CellAHome.com’s service for the benefi t of AGENCY. Now, therefore, in consideration of the mutual promises of the parties it is hereby agreed that:

Services. AGENCY hereby subscribes to CellAHome.com’s services as described on Schedule A, incorporated herein by reference (“Service”).
Fees. AGENCY will pay to CellAHome.com fees for the Service consisting of:
1. The initial fee to establish services for AGENCY; and
2. Ongoing monthly fee, and such additional fees in the amounts described on Schedule A, incorporated herein by reference. The initial fee will be due upon signing of the Agreement. All other fees are due within 30 days of invoice date. Any fees not timely paid will incur a monthly service charge of 1.5% per month. In the event that fees are not timely paid, CellAHome.com reserves the right to suspend further support and maintenance of the Service for AGENCY. As used in this Agreement, the term “go live” is the date when CellAHome.com begins creating and publishing videos for use by AGENCY even if AGENCY elects to delay the use of the videos to a later date.
3. Monthly fees will begin 4 weeks after contract execution, or at system go-live, whichever is sooner.
4. AGENCY is responsible for all IDX/Data acquisition fee(s) associated with their MLS(s).
Confidential and Proprietary Information. The parties acknowledge that CellAHome.com is the exclusive owner of all software, including the design, format and architecture of the software and products included in the Service. AGENCY is paying a service fee to use the software and is acquiring no rights to the software, except pursuant to the terms of this Agreement with CellAHome.com. AGENCY agrees that it will not copy, reverse engineer or otherwise adapt or acquire any system logic, graphics, design, technology or format and use for their own behalf, except for any special design features separately described on Schedule A, if any. The foregoing notwithstanding, the parties agree that any information provided to CellAHome.com from the AGENCY or acquired by CellAHome.com for the benefi t of AGENCY from third parties (MLS) is the property of the AGENCY and may be used by the AGENCY as it directs.
AGENCY should notify CellAHome.com immediately of any system errors or failure, if the problem is software related, CellAHome.com will address it immediately.
AGENCY hereby authorizes others to advertise their respective listings on their individual electronic advertising systems, currently being administered by CellAHome.com. AGENCY understands that the data included in said advertising is to be downloaded directly from the MLS database and further agrees to accept responsibility only for data provided by each respective company through the MLS system. In the event of submission of incorrect information or information which is deemed in violation of any law, including, but not limiting to Fair Housing laws, each AGENCY accepts responsibility only for their own actions or those of their respective agents. AGENCY acknowledges being under contract with CellAHome.com for the provision of electronic on-line advertising as well as Internet advertising services.
It is agreed that AGENCY may not sell, copy, reproduce or cause to have copied or reproduced by anyone, any software, confi guration or system used and/or provided by CellAHome.com without prior written permission from CellAHome.com.
Service Support and Updates. The parties acknowledge that CellAHome.com will use its best efforts to maintain the Service for AGENCY. The parties acknowledge that despite its best efforts, software and computer programs may from time to time experience diffi culties and CellAHome.com does not assure a complete and totally uninterrupted operation. CellAHome.com agrees to have personnel available for technical support and to answer questions during the hours of 8:00 a.m. to 8:00 p.m. EST Monday through Friday, excluding federal holidays. The parties anticipate that most contact and inquiries will be primarily through email communications and phone support will be available on a best efforts basis. The parties agree that CellAHome.com may from time to time update or upgrade its software, which may change the appearance or operation of the software.
Information From Agency. The parties agree CellAHome.com may rely on the accuracy of information provided to CellAHome.com from AGENCY. The parties agree that CellAHome.com will not independently verify the accuracy of any data provided to CellAHome.com from AGENCY and that AGENCY is solely responsible for the contents provided to CellAHome.com.
Limitation of Liability. THE PARTIES ACKNOWLEDGE THAT CellAHome.com DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND CellAHome.com SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES AND LOST PROFITS. THERE IS NO WARRANTY THAT THE SITE MAY NOT HAVE AN INTERRUPTION IN SERVICE AND THERE IS NO WARRANTY THAT ALL ELECTRONIC COMMUNICATIONS WILL REACH THEIR INTENDED RECIPIENTS. IN THE EVENT OF ANY ALLEGED BREACH OF THIS AGREEMENT BY CellAHome.com, THE PARTIES ACKNOWLEDGE THAT CellAHome.com’S MAXIMUM LIABILITY IS AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY AGENCY TO CellAHome.com IN THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE ALLEGED BREACH OF THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OF ANY TYPE OR DESCRIPTION.
Term. The parties agree that this Enrollment Form shall be a six month agreement from the date that CellAHome.com begins publishing videos and is ready for use by the AGENCY (“go live” date). The agreement then will continue on a month-to-month basis. CellAHome.com reserves the right to modify its fees and will provide thirty (30) days prior written notice to AGENCY if the fees will change for the succeeding month. This Agreement will automatically renew for one month terms, unless either party submits a written notice 30 days prior to the renewal date with termination to be effective at the end of the contract term. If either party does not provide timely notice to terminate as herein provided, the contract will automatically renew for an additional term of one (1) month.
Dispute Resolution. The parties agree that in the event of any dispute between the parties, the party claiming the breach will provide written notice to the other outlining the dispute and the parties will endeavor in good faith to resolve such matter as promptly as possible. In the event a matter is not resolved to their mutual satisfaction despite the best efforts of both parties within 15 days, the parties agree that the dispute will be submitted to binding arbitration pursuant to the Commercial Rules of the American Arbitration Association with all arbitrations to be conducted in Stark County, Ohio. The parties agree that the arbitration will be conducted by a single arbitrator who shall be a person with minimum qualifi cations of at least 10 years experience in connection with computer licenses, software or website development. The arbitrator shall have the authority as part of the award to require the party who loses the arbitration to pay reasonable attorney’s fees for the prevailing party.
Indemnifi cation. AGENCY agrees to indemnify and hold CellAHome.com and its offi cers, agents and employees harmless from and against any and all liability and costs, including reasonable attorney’s fees and defense costs incurred in connection with any claim arising out of any breach by AGENCY, any user of the AGENCY Site, or any third party. CellAHome.com agrees to cooperate with AGENCY in the defense of any such claims and CellAHome.com reserves the right to engage independent counsel of its own choice and to control the defense of any claim asserted against CellAHome.com, which defense costs shall be paid by AGENCY as herein provided. AGENCY represents that it is the owner of or has a license for any material or images that AGENCY wants included in the website and AGENCY will indemnify and hold CellAHome.com harmless from any claims of infringement or misuse of such material or images. CellAHome.com has or may elect to register under the Digital Millennium Copyright Act and is not responsible for any content on the website.
Miscellaneous. This Agreement, along with the attached Schedule, constitutes the entire Agreement between the parties and may not be amended in whole or in part except in writing signed by both parties. This Agreement will be interpreted in accordance with the laws of the State of Ohio. The parties agree that CellAHome.com may assign this Agreement or its obligations under this Agreement to a third party provided they are responsible for the full compliance with all the terms and conditions applicable to CellAHome.com.