Terms of Service Agreement
Thank you for your order of the Property PreQual® (“Property PreQual”) through Become a Better Agent, LLC (“BABA”). These terms and conditions and all applicable service-specific terms (“Terms of Service” or “Agreement”) govern your access to and use of any information, reports, data (whether printed, electronic, or in any other format), websites, mobile sites, mobile applications, products or services contained within or a part of the Property PreQual.
THIS IS A LEGAL AND BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU, THE END-USER (“YOU”), AND BECOME A BETTER AGENT LLC (“BABA”). BY ACCESSING ANY OF THE INFORMATION CONTAINED IN THE PROPERTY PREQUAL, YOU AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE PERMITTED TO ACCESS OR USE THE INFORMATION CONTAINED IN THE PROPERTY PREQUAL.
Wherever used in these Terms of Service, “you”, “your”, “Customer”, or similar terms means the person or legal entity accessing or using the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service.
We reserve the right, at any time, to update and change any or all of these Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the Services. If we do so, we will post the modified Terms of Service on www.babaevent.com (the “Site”), though we will notify you of any changes that, in our sole discretion, materially impact these Terms of Service. Continued use of the Services after any such changes have been made shall constitute your consent to such changes. If a change has a material adverse impact on you, and you have contracted for a certain term, you may notify us within 30 days after being informed of that change that you do not agree with the change. If you do so, we will allow you to cancel your account. You are responsible for regularly reviewing the most current version of these Terms of Service, which are currently available at: www.babaevent.com. When we change these Terms of Service, we will modify the “Last Modified” date above.
1. Property PreQual®
The Property PreQual® (“Property PreQual”) is a property-specific report generated by third-parties (including, but not limited to: mortgage originators, inspectors, appraisers, title searches, municipal lien searches, association estoppel searches, insurance analysis, etc.) for Your use in marketing the specific property to potential buyers within the Multiple Listing Service (MLS).
1.1 Services. During the Term, subject to the terms and conditions of this Agreement, and solely for your property marketing business purposes, BABA hereby grants to You a nontransferable, non-exclusive, limited license to access and use the Property PreQual, including any updates provided by BABA on a property-by-property basis.
1.2 Acceptable Use. You agree that You shall not, and shall not permit others, including but not limited to third parties, to directly or indirectly (i) alter or copy in any form or medium all or any part of the Property PreQual; (ii) create any derivative work from, or adaptation of, the Property PreQual; (iii) create any publications, in electronic, printed or other format, based in whole or in part on data from the Property PreQual without the consent of BABA, alone or in combination with any other data; (iv) remove any product identification, copyright, trademark or other notice from the Property PreQual or the Documentation; (v) use any graphics contained in the Property PreQual other than as specifically granted in Section A above; or (vi) reverse engineer, reverse assemble, or reverse compile the Property PreQual. You agree that BABA in its sole judgement shall be entitled to discontinue providing any OEM proprietary data from the Property PreQual in the event it is, for any reason, not available or in the event any OEM imposes commercially unreasonable fees or restrictions on use of such data.
1.3 Ownership; Limited Use. You agree that the data contained in the Property PreQual contain limited-use information, and that BABA owns all rights in the Property PreQual and the data contained therein, including without limitation all copyright and other proprietary rights. You agree to use the Property PreQual for the purpose of selling real property and agree to share the Property PreQual only with interested parties (including the disclosure of information through the Multiple Listing Service (MLS)) and/or parties to the contract for purchase and sale of real property. You agree to keep the Property PreQual and use your best efforts to prevent and protect the Property PreQual from unauthorized disclosure or use. You agree that the limited-use obligations shall survive termination of this Agreement.
1.4 No Guarantee. You understand that you are using the products, services, reports, data, applications, or websites made available by third parties through the Property PreQual (i.e., companies or people who are not associated with BABA). BABA does not own, control, or review this third-party information (“Information”). Neither does BABA guarantee or endorse the content of the Information. Your use of the Information is at your sole risk, and BABA shall not be liable to you or any third party in relation to the Information. BABA makes no promises or guarantees, express or implied, that the Property PreQual will cause a specific property to sell faster or sell with less or no issues. The Property PreQual is for informational purposes only.
1.5 Fair Use Policy. BABA may suspend your access to the Services for abusive practices that degrade the performance of the Services or Information for you and/or other customers of BABA.
1.6 Non-Exclusivity. You acknowledge that the rights granted to you under this Agreement are non-exclusive and that nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict BABA’s right to license, sell, or otherwise make available the Property PreQual to any third party or perform any services for any third party.
2. Intellectual Property
As between you and BABA, BABA retains all right, title, and interest in and to the Property PreQual, and all reports, data, and information contained therein. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of BABA’s rights or interests therein or any other BABA intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by BABA.
3. Term and Termination
3.1 Term of the Agreement (“Term”). This Agreement is effective for six months, but in no event beyond the term of the Listing Agreement signed between You and Your seller. It is your responsibility to request an update of any information or reports contained within the Property PreQual. BABA may terminate this Agreement if You do not comply with any term or condition of this Agreement. Should this Agreement terminate, You agree to destroy any and all copies of the Property PreQual in your possession (physically or electronically).
3.2 Termination. If you violate the letter or spirit of this Agreement, or otherwise create risk or possible legal exposure to BABA, we can terminate or suspend your access to the Property PreQual at our sole discretion. We will use commercially reasonable efforts to notify you by email or at the next time you attempt to access your account. You may also cancel or disable Services at any time.
3.3 Termination for Cause. If You use the Property PreQual for any purpose other than to assist your clients with the purchase or sale of the specific real property to which the Property PreQual applies, we can terminate or suspend your access to a future Property PreQual reports.
3.4 Termination for Failure to Pay. The services and reports provided by the Property PreQual are to be paid at or before the closing of the real property that relates to the specific Property PreQual report, or must be paid for by the person ordering the Property PreQual report within 6 months of ordering the Property PreQual, whichever occurs first. Failure to pay for the Property PreQual report will terminate this Agreement, and may subject you to referral to a collection agency.
3.5 Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to future Property PreQual reports; and (iii) you will pay BABA all unpaid amounts owing for previously ordered Property PreQual Reports.
3.6 Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
4. Warranty Disclaimer / Limitation of Liability
BABA FURNISHES THE Property PreQual ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY. BABA DOES NOT WARRANT THAT USE OF THE Property PreQual WILL BE UNINTERRUPTED OR ERROR FREE, OR WILL MEET YOUR REQUIREMENTS. BABA SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING AND YOU HEREBY EXPRESSLY WAIVE ANY AND ALL SUCH WARRANTIES. YOU ASSUME THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE Property PreQual. UNDER NO CIRCUMSTANCES SHALL BABA BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE Property PreQual. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, LOST GOODWILL, LOST PROFITS, LOSS OF DATA, WORK STOPPAGE OR IMPAIRMENT OF OTHER GOODS, REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BROUGHT, EVEN IF BABA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN THIS AGREEMENT.
You shall defend, indemnify, and hold harmless Become a Better Agent, LLC, its affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys’ fees, of any kind or nature which are in connection with or arising out of a claim relating to, or arising from, the Property PreQual.
6.1 Assignment. You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law or otherwise, without the prior written consent of BABA (not to be unreasonably withheld), and any attempted assignment or transfer without such consent will be void. BABA may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. BABA may also substitute, by way of unilateral novation, effective upon notice to you, BABA for any third party that assumes our rights and obligations under this Agreement.
6.2 Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Agreement or of that provision in any other jurisdiction.
6.3 Notices. For purposes of service messages and notices about the Services, we may place a banner notice across our pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from us to an email address associated with your account, even if we have other contact information. You also agree that we may communicate with you through your BABA account or through other means including email, mobile number, telephone, or delivery services including the postal service about your BABA account or services associated with us. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Services. You may provide legal notice to BABA via email with a duplicate copy sent via registered mail to Become a Better Agent, LLC, 13029 W Linebaugh Ave #102, Tampa, FL 33626; Attention: Property PreQual. The email address provided may be updated as part of any update to these Terms of Service.
6.4 Waivers. No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by those parties who have rights under, or hold the benefit of, the provision being waived if those parties promptly send a copy of the executed waiver to all other parties. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
6.5 Nature of Relationship. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.
6.6 Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labour disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
6.7 Governing Law. This Agreement and your relationship with BABA shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the State of Florida, and shall be considered to have been made and accepted in Hillsborough County, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of Hillsborough County, Florida. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
6.8 Entire Agreement. The terms of this Agreement, constitute the entire agreement between the parties with respect to the use of the Services and supersede any prior or inconsistent agreements, negotiations, representations, and promises, written or oral, with respect to the subject matter and is binding upon the parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an Authorization Form, the provisions of the Authorization Form shall prevail. The terms of this Agreement will apply to all orders you submit to BABA and shall supersede any additional terms, which may be incorporated in a purchase order form, or any other form you generate. Any such terms shall be null and void.