Real Estate Brokerages and Firms
Last Updated: January 6, 2020
If you do not fully agree to these Terms and any other terms and conditions posted or linked to any Product, you are not authorized to access or otherwise use the Product. Under these Terms, “use” or “access” of the Product specifically includes any direct or indirect access or use of the Product or any cached version of the Product. The Product is operated by Housing Valet, LLC. Unless otherwise specified, the entity controlling the Product you are accessing is referred to herein as “Housing Valet“, “we,” “us” or “our“. We may refer to you, the Broker, as “Broker“, “you” or a “user” of the Product.
You have all necessary right, power and authority and have taken all necessary action to enter into and perform its services in accordance with these Terms. Your entering into these Terms will not violate or conflict with the rights of any third party or with any service, employment, confidentiality, consulting or other agreement to which you may be bound.
“Agent” means an appropriately licensed current or former employee or independent contractor of Broker who may work with a real estate Referral as part of the Network. Any reference to an Agent obligation in this Agreement is also binding on you. You and the Agent are jointly and severally responsible for the Service Fees. You represent that you will educate your Agents on the obligations set forth in these Terms.
“Gross Commission” is defined as the amount that the Broker is eligible to receive as stated in the closing document including any fees and bonuses paid to you or an Agent. Gross Commission does not consider any discounts or commission reduction you or an Agent may extend to a Referral; it is not the commission that you or an Agent actually receive. Gross Commission does exclude any commissions for other real estate settlement services such as title insurance.
“Referral” means a consumer that is interested in real estate and is referred by Housing Valet to you and your Agents for the purpose of a real estate transaction. Referral also includes any consumer(s) that is referred by the Referral to you and your Agents, in connection with the initial services provided by Housing Valet, for the purpose of a real estate transaction during the Referral Coverage Period (as later defined).
Other capitalized terms that are specifically defined herein shall be ascribed the same definitions whenever those capitalized terms are used in this Agreement.
2.The Product is a Service and We are Not a Party to any Transaction Between You, an Agent and Consumers.
We are not a party to any rental, purchase or other agreement between you and consumers. This is true even if the Product allows you to interact with consumers, set appointment times, and track transaction progress. As a result, any part of an actual or potential transaction between a you and a consumer, including the quality, condition, safety or legality of a property, the truth or accuracy of a listing, are solely the responsibility of each user.
3.Network Participation Requirements; Use of Broker’s Trademark.
You and your designated Agents shall participate in the Network on a non-exclusive basis for the purpose of assisting Referrals with real estate transactions. You and your Agents agree to provide Referrals with services which may include:
- Placing a Referral’s home on the multiple listing service and/or other listing databases in which you and/or your Agents participate.
- Helping Referrals find a suitable property to purchase or lease.
- Helping Referrals to sell property.
By participating in the Network and accepting Referrals, you and/or your Agents agree to:
- Charge a reasonable real estate brokerage fee for the particular geographic area;
- Provide the Referral with any disclosures that are required by law including, if necessary, the fact that you are paying a Service Fee to Housing Valet if the Referral completes and funds a real estate transaction; and
You understand and agree that you, through your Agents, will be the only party to provide brokerage services to the Referrals. Housing Valet’s responsibility is to provide you and your Agents with contact and background information about the Referral and to monitor your and your Agents’ delivery of brokerage services to those Referrals. You understand that Housing Valet does not have any responsibility to provide brokerage services to Referrals.
As a Network participant, you and your Agents may receive access to certain Referrals with the understanding that, because of its proprietary matching algorithm, Housing Valet cannot make any guarantees regarding the number of Referrals, the quality of Referrals, or the frequency of Referrals that the you and your Agents may receive.
You and your Agents acknowledge and agree that the satisfaction of Referrals is an integral part of the success of the Network. As such, it is important that you and your Agents keep Housing Valet informed about the current status of all Referrals and quickly investigate any cause of Referral dissatisfaction. If a Referral determines that you and/or your Agents are unable to provide satisfactory service, then you and/or your Agents shall notify Housing Valet immediately. Housing Valet may ask you and/or your Agents to stop working with the Referral or request other reasonable actions on the part of the you and/or your Agents to ensure Referral satisfaction. In the event you and/or your Agents transfer the Referral to another broker or agent on its own volition, the relevant Service Fees will still be owed as further explained below.
You and your Agents shall keep Housing Valet updated on the status of the Referral’s real estate transaction by submitting Referral comments at least as frequent as every seven (7) days in the Product. This reporting will include information that helps Housing Valet track initial Referral contact, information regarding pending offers, accepted contracts, and closing data. Upon closing a real estate transaction with a Referral, you and your Agents agree to provide Housing Valet with the closing statement no later than seven (7) business days following the close.
You grant to Housing Valet a limited, non-exclusive, royalty-free, worldwide, fully paid up license to use Broker’s name, logo and tradename solely to identify Broker as a Housing Valet customer. You represent and warrant that the use of Broker name, logo and trademark does not and will not violate or infringe upon any patent, copyright, privacy, publicity, trademark, service mark, or any other intellectual property right of any third party.
You agree to provide disclosures (in the form we provide) to any third party upon our request.
Housing Valet owns all right, title, and interest (including, without limitation, all copyrights, trade secrets, patents, trademarks, and any other intellectual property or proprietary rights) in and to any Referrals. As part of its participation in the Network, Housing Valet agrees to try and connect you and your Agents with Referrals to determine if real estate services can be provided. As the owner of the Referrals, Housing Valet retains the right to use the Referrals and Referral data as it deems fit including copying, licensing, sublicensing (through multiple tiers), adapting, distributing, displaying, reproducing, transmitting, modifying, selling, contacting and editing the Referrals.
When Housing Valet informs you and or your Agents that a Referral is available, your Agents will be given the opportunity to accept or decline the Referral. You acknowledge and affirm that the Agent has authority to accept a Referral on your behalf. If an Agent accepts the Referral, Housing Valet will issue a Referral Agreement (the “Referral Agreement“). You and/or an Agent will have forty-eight (48) hours from acceptance of a Referral to notify Housing Valet if it is duplicative with an existing client or if you do not agree to the Service Fee outlined in the Referral Agreement and subsequently reject the Referral. Following the expiration of the forty-eight-hour period, the Referral will be deemed accepted by you and the applicable Agent (the “Referral Acceptance Date“).
6.Limited License to Use the Product.
Users are granted a limited, revocable non-exclusive license to access the Product and the content and services provided on the Product solely for the purpose of accepting leads, tracking leads, communicating with Housing Valet and/or leads, and other related services as permitted by Housing Valet and in accordance with the Terms. Any use of the Product that is not for one of these purposes or otherwise in accordance with the Terms or as otherwise authorized by us in writing is expressly prohibited.
7.Unauthorized Uses of the Product.
The license to use the Product only extends to the uses expressly described herein. The license to use the Product granted to users in these Terms does not include any right of collection, aggregation, copying, scraping, duplication, display or any derivative use of the Product nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission.
8.Unauthorized Uses of the Product.
The Product and all content and information on the Product are protected by copyright as a collective work and/or compilation, under applicable U.S. and international copyright laws and conventions and database rights. You agree to abide by any and all copyright notices, information or restrictions contained in or relating to any content on the Product. Copying, storing or otherwise accessing the Product or any content on the Product other than for your personal, noncommercial use (other than in accordance with a valid listing) is expressly prohibited without prior written permission from us. As part of tracking a real estate transaction, you may download, display and/or print one copy of any portion of the Product. You may not modify the same, and you must reproduce our copyright notice in the form displayed on the relevant portion(s) of the Product that you desire to download, display or print.
9.Software Available in the Product.
The Product is controlled and operated by Housing Valet or an affiliate of Housing Valet in the United States. Software available in the Product (the “Software“) is subject to United States export controls. No Software available in the Product or software available may be downloaded or otherwise exported or re-exported (i) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or (ii) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By using the Product, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
You agree to pay Housing Valet a percentage of the Gross Commissions (the “Service Fees”) for client-side real estate brokerage services and real estate agency services on any and all real estate transactions (including leases and subsequent lease commissions on a property sold) involving the Referral for a period of twenty-four (24) months following the Referral (the “Referral Coverage Period”). The specific Service Fee charged will be up to 40% depending upon the type of lead and any promotional programs currently in effect at the time of the Referral. Said Service Fee will be specified in each Cooperative Brokerage Referral Agreement.
The Service Fees owed to Housing Valet are not impacted, reduced or waived due to any other referral, fee, commission or other payment that you or an Agent may owe to another third party based on a Referral’s real estate transaction.
You agree that all Service Fees will be paid within fifteen (15) days of transaction closing and funding by a company check, ACH or wire transfer. If you are delinquent in paying Housing Valet Service Fees, Housing Valet reserves the right to no longer send Referrals to you regardless of whether you may be current on any other Service Fees owed.
11.Transfer of Referrals; Transfer of Agents.
Should you or an Agent transfer the Referral to another broker or agent and should that broker, or agent, enter into any real estate transaction with the Referral during the Referral Coverage Period, you shall pay to Housing Valet the respective Service Fee as if you and/or you Agent had directly participated in the real estate transaction.
The Service Fees are tied to the Referral. The obligation for you to pay Service Fees under these Terms is not subject to an Agent’s continued employment or contractor relationship with you and is not waived, forgiven, or nullified upon the termination of such relationship. Should an Agent enter into a real estate transaction with a Referral during the Referral Coverage Period, you and the Agent will be jointly and severally responsible for the respective Services Fees attached to that Referral.
If you create a new brokerage and take a Referral with you to your new brokerage, you still owe us the Service Fees. If you sponsor or transfer an Agent from another Network brokerage to your brokerage, you agree to be responsible for payment of Service Fees to Housing Valet for Referrals to said Agent prior to joining your brokerage.
You affirm that you understand your obligations as set forth in this Section 11.
Each party will maintain the confidentiality of any information that is received from the other party and is confidential (“Confidential Information“).
Confidential Information includes, without limitation, information in tangible or intangible form relating to and/or including a party’s business policies, trade secrets or practices, financial data, customer data, and information received from third parties that a party is obligated to treat as confidential.
Neither party shall use the other party’s Confidential Information except as permitted by these Terms. Each party shall hold the other party’s Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those employees and/or agents who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of these Terms and who have been apprised of, and agree in writing to maintain, the confidential nature of such information in accordance with these Terms. Each party shall be responsible for the breach of this Agreement by any of its employees and/or agents.
When you provide your e-mail address, phone number, name or other information to us in connection with your use or access to the Product, any service or tool provided in the Product or otherwise, you agree to allow the Housing Valet to add your e-mail address, phone number, name or other information provided to our database of users. You may receive one or more promotional e-mails from either Housing Valet or Housing Valet affiliates. You are welcome to opt not to receive such promotional e-mails from the Product or such affiliates’ services at any time.
By providing your mobile phone number, you consent to receive text messages from Housing Valet sent by an automatic telephone dialing system. Text messages will include referrals but also product updates, training and educational materials, and other information that Housing Valet believes to be ancillary to your participation in the Housing Valet network. You understand that message and data rates may apply. You can respond STOP to cancel marketing text messages. Text messages with referral information are considered transactional; opting out of the Housing Valet Network is the only way that you can cancel transactional text messages.
14.Limitations on Communications and Use of Other Users’ Information; No Spam.
You agree that, with respect to other users’ personal information that you obtain directly or indirectly from or through the Product or through any Product-related communication, transaction or software, we have granted to you a license to use such information only for: (i) Product-related communications that are not unsolicited commercial messages, (ii) using services offered through the Product, and (iii) inquiring about a transaction between you and the other user related to the purpose of the Product. Any other purpose will require express permission from the user. You may not use any such information for any unlawful purpose or with any unlawful intent.
We do not tolerate spam or unsolicited commercial electronic communications of any kind. Therefore, without limiting the foregoing, you are not licensed to add a Product user, even a user who has used your services, to your mailing list (email or physical mail) without the user’s express consent. You may not use any tool or service on the Product to send spam or unsolicited commercial electronic communications of any kind or in any other way that would violate these Terms.
15.Unsolicited Ideas and Feedback.
From time to time, users submit to us ideas or suggestions pertaining to our business, such as ideas for new or improved products or technologies, websites or tool enhancements, processes, materials, marketing plans or new product names. We are under no obligation to review or consider them. If you choose to submit any ideas, original creative artwork, suggestions or other works (“Submissions“) in any form to us, then regardless of what you say, write or provide to us in connection with your submissions, the following terms shall apply. The sole purpose of this policy is to avoid potential misunderstandings or disputes if any part of our business, such as our products, websites, technologies or marketing strategies, seems similar to any of your submissions. If you provide any submissions to us, you agree that: (i) your submission and its contents will automatically become the property of Housing Valet, without any compensation to you; (ii) Housing Valet may use or redistribute any such submission and its contents for any purpose and in any way; (iii) there is no obligation for Housing Valet to review any submission; and (iv) there is no obligation to keep any submission confidential.
16.Links to Third-Party Products and Websites.
This Product may contain links and pointers to other Internet websites, products resources and sponsors. Links to and from the Product to other third-party Products, maintained by third parties, do not constitute an endorsement by us of any third parties, the third-party products or the contents thereof.
17.Legal Compliance; Representations and Warranties.
You agree to be responsible for, and agree to abide by, all laws, rules and regulations applicable to the services you provide, and your use of the service or Product offered. You further agree that you are responsible for and agree to abide by all laws, rules, ordinances, or regulations applicable to conduct of your real estate business, including but not limited to any and all laws, rules, ordinances, regulations or other requirements relating to taxes, data and privacy, license requirements, and compliance with all anti-discrimination and fair housing laws, as applicable. Please be aware that, even though we are not a party to any transaction, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information related to your services in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.
For the duration of the term of the agreement between you and Housing Valet, you and your Agents must hold all of the licenses that are required by the state your real estate brokerage business is located in, including without limitation licenses to act as real estate brokers and real estate agents as applicable. You and your Agents will comply with all applicable laws and regulations in performing its services, including without limitation the limits and restrictions on payments for referrals for other real estate settlement services.
You represent and warrant that the execution, delivery and performance by you under these Terms and the applicable agreement with Housing Valet will not violate any law, statute or other governmental regulation and that it is in compliance and will continue to comply with during the term of the agreement all relevant local, state and federal requirements. You warrant that your brokerage will maintain enough insurance coverage to enable it to meet its obligations created by this Agreement and by law.
You represent, acknowledge, and agree that you have read and understand the Real Estate Settlement Procedures Act, 12 U.S.C. § 2601 et seq., and its implementing regulations, 12 CFR § 1024.1 et seq. (collectively, “RESPA”) and all other applicable laws and regulations relating to these Terms and your performance hereunder. You agree to comply with the limitations set forth in RESPA and all other applicable laws when performing services under these Terms.
18.Limitation of Liability.
IN NO EVENT WILL HOUSING VALET, OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, CONSULTANTS, AGENTS AND/OR EMPLOYEES (COLLECTIVELY, THE “HOUSING VALET GROUP”), OR ANY THIRD-PARTY PROVIDER OF A SERVICE OR TOOL OFFERED ON ANY PRODUCT OF A MEMBER OF THE HOUSING VALET GROUP (EACH A “THIRD-PARTY PROVIDER”), BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM (A) OUR PRODUCT, (B) THESE TERMS, (C) ANY BREACH OF THESE TERMS BY YOU OR A THIRD PARTY, OR (D) USE OF THE PRODUCT, TOOLS OR SERVICES WE PROVIDE, OR ANY THIRD PARTY PROVIDER PROVIDES, RELATED TO THE BUSINESS WE OPERATE ON THE PRODUCT, BY YOU OR ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) STRICT LIABILITY, (4) TORT, (5) NEGLIGENCE, OR (6) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.
IF YOU ARE DISSATISFIED WITH THE PRODUCT, YOU DO NOT AGREE WITH ANY PART OF THE TERMS OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, ANY THIRD-PARTY PROVIDER OR ANY USER OF THE PRODUCT WITH RESPECT TO THESE TERMS OR THE PRODUCT, THEN YOUR SOLE AND EXCLUSIVE REMEDY AGAINST US IS TO DISCONTINUE USING THE PRODUCT. IN ALL EVENTS, OUR LIABILITY, AND THE LIABILITY OF ANY MEMBER OF THE HOUSING VALET GROUP, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE ARISING OUT OF OR IN CONNECTION WITH THE PRODUCT IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) $100.00 IN THE AGGREGATE FOR ALL CLAIMS.
THE PRODUCT, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE PRODUCT, IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE PRODUCT OR THE MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE PRODUCT, FOR ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PRODUCT OR ANY LINKED PRODUCT, EVEN IF WE BECOME AWARE OF ANY SUCH BREACHES. FURTHER, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE PRODUCT OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT ANY TRANSMISSION TO AND FROM THIS PRODUCT IS NOT CONFIDENTIAL AND YOUR COMMUNICATIONS OR USER-CONTRIBUTED CONTENT MAY BE READ OR INTERCEPTED BY OTHERS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BY SUBMITTING COMMUNICATIONS OR USER-CONTRIBUTED CONTENT TO US AND BY POSTING INFORMATION ON THE PRODUCT, INCLUDING PROPERTY LISTINGS, NO CONFIDENTIAL, FIDUCIARY, CONTRACTUALLY IMPLIED OR OTHER RELATIONSHIP IS CREATED BETWEEN YOU AND US OTHER THAN PURSUANT TO THESE TERMS.
YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT HOLD OR SEEK TO HOLD US OR ANY THIRD-PARTY PROVIDER RESPONSIBLE FOR THE CONTENT PROVIDED BY ANY USER, INCLUDING, WITHOUT LIMITATION, ANY TRANSLATION THEREOF, AND YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT A PARTY TO ANY REAL ESTATE TRANSACTION OR OTHER TRANSACTION BETWEEN USERS OF THE PRODUCT.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OF THE PRODUCT (INCLUDING, WITHOUT LIMITATION, ANY DISPUTE BETWEEN USERS REGARDING ANY TRANSACTION OR USER-CONTRIBUTED CONTENT) OR ANY THIRD PARTY PROVIDER OR ANY THIRD PARTY WEBPRODUCT THAT MAY BE LINKED TO OR FROM OR OTHERWISE INTERACT WITH THE PRODUCT, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE EACH MEMBER OF THE HOUSING VALET GROUP, EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE PRODUCT.
IF YOU ARE A TEXAS RESIDENT, YOU WAIVE TEXAS CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD EACH MEMBER OF THE HOUSING VALET GROUP (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE PRODUCT OR OTHERWISE RELATING TO THE BUSINESS WE CONDUCT ON THE PRODUCT (INCLUDING, WITHOUT LIMITATION, ANY POTENTIAL OR ACTUAL COMMUNICATION, TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY), ANY CONTENT POSTED BY YOU OR ON YOUR BEHALF OR POSTED BY OTHER USERS OF YOUR ACCOUNT TO THE PRODUCT, ANY USE OF ANY TOOL OR SERVICE PROVIDED BY A THIRD PARTY PROVIDER, ANY USE OF A TOOL OR SERVICE OFFERED BY US THAT INTERACTS WITH A THIRD PARTY WEBPRODUCT, OR ANY BREACH BY YOU OF THESE TERMS OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM.
WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT.
Any and all Claims will be resolved by binding arbitration, rather than in court, except you may assert Claims on an individual basis in small claims court if they qualify. This includes any Claims you assert against us, our subsidiaries, users or any companies offering products or services through us (which are beneficiaries of this arbitration agreement). This also includes any Claims that arose before you accepted these Terms, regardless of whether prior versions of the Terms required arbitration.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages, attorneys’ fees and costs), and must follow and enforce these Terms as a court would.
Arbitrations will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA Arbitration Consumer Rules (together, the “AAA Rules“). Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, except as provided in this section. If your total Claims seek less than $10,000, we will reimburse you for filing fees you pay to the AAA and will pay arbitrator’s fees. You may choose to have an arbitration conducted by telephone, based on written submissions, or in person in the state where you live or at another mutually agreed upon location.
By agreeing to arbitration under the AAA Rules, the parties agree, among other things, that the arbitrator, and not any federal, state, or local court or agency, shall have the exclusive power to rule on any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your Claims to “Housing Valet Legal,” at Housing Valet, LLC, 2140 E Southlake Blvd, Southlake TX 76092. If we request arbitration against you, we will give you notice at the email address or street address you have provided. The AAA’s rules and filing instructions are available at www.adr.org or by calling 1-800-778-7879.
Any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. The Federal Arbitration Act and federal arbitration law apply to these Terms. An arbitration decision may be confirmed by any court with competent jurisdiction.
To Contact Us for any reason, users can visit www.HousingValet.com.
Sections 2, 4, 10-22 will survive any termination of the agreement between you and Housing Valet. You and Agent affirm that the payment obligations set forth in Section 10 shall survive any termination of the agreement between you and Housing Valet and shall continue until the expiration of any applicable Referral Coverage Period.
These Terms are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA“), AAA Rules, federal arbitration law, and for U.S. residents, the laws of the state in which you reside (as determined by the billing address you have provided us), without regard to conflict of laws principles. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law.
Our relationship is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relations is intended or created by these Terms or your use of the Product. You are required to pay all applicable taxes including federal and state income tax on any fees that are paid to you by a Referral. You are also responsible for all expenses and payments related to activities detailed within these Terms including compensating your Agents.
Except as explicitly stated otherwise, any notices to us shall be given by postal mail to: Housing Valet LLC, Attn: Legal Department, 2140 E Southlake Blvd, Suite L615, Southlake, Texas 76092. When we need to send you notice, it will be sent to the email address you provide in the Product during the registration process or as later updated in your account (if applicable). Notice shall be deemed given upon receipt or 24 hours after an email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to any physical address provided to us during the registration process or as later updated in your account (if applicable). Notice shall be deemed given three days after the date of mailing to a physical address and one day after mailing to an electronic address.
We may change, suspend or discontinue any aspect of the Product at any time, including the availability of any Product features, database or content. We may also impose limits on certain features or services or restrict your access to parts or the entire Product without notice or liability. This version of the Terms became effective on the date set forth above and this version amends the version effective before such date. We reserve the right, in our sole discretion, to amend these Terms, in whole or in part, at any time. Notification of any amendment will be posted on the Product by the indication of the last amendment date at the top of these Terms and will be effective immediately. When users renew subscriptions, the terms in effect at the time of renewal will govern, provided that such terms may change as described above.
We also reserve the right, in our sole discretion and from time to time, to offer programs, products or services with unique terms and conditions that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Product with respect to such special program is governed by these Terms together with the terms and conditions of such program, product or service. We reserve the right, but assume no obligation, to agree to different or conflicting terms and conditions with respect to any user. Any such terms and conditions will not be enforceable unless specifically agreed to by us.
We do not separately file the Terms entered into by each user of the Product. Please make a copy of these Terms for your records by printing and/or saving a downloaded copy of the Terms on your personal computer. We may immediately terminate any user’s access to or use of the Product due to such user’s breach of these Terms or any other unauthorized use of the Product. However, we do not guarantee that we will take action against all breaches of these Terms. Our failure to take immediate action with respect to a breach by you or others does not waive our right to act with respect to such breach or any other breach.
No waiver of any term, condition or obligation of these Terms will be valid unless made in writing and signed by the party to which such performance is due. No failure or delay by any party at any time to enforce one or more requirements under these Terms will (a) constitute waiver of such requirement (or any subsequent requirement) or (b) preclude such party from requiring performance by the other party of such requirement at any later time. In the event any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of these Terms will remain in full force and effect. The parties further agree that in the event such provision is an essential part of these Terms, they will begin negotiations for a suitable replacement provision.
These Terms constitute the entire agreement between us and you with respect to the matters set forth herein and supersede any prior agreement between us and you with respect to your use of the Product. Headings in these Terms are for reference only and do not limit the scope or extent of such section. In the event of any conflict between these Terms and any other terms and conditions applicable to a product, tool or service offered on our Product, the Terms herein shall prevail. If any portion of these Terms is found to be invalid or unenforceable by any court of competent jurisdiction, the other provisions of these Terms shall remain in full force and effect. Further, any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
We may assign these Terms in our sole discretion. Users must obtain our prior written consent to assign these Terms, which may be granted or withheld by us in our sole discretion.