What Is RELGX?
RELGX is an online marketplace that finds and connects the home consumer to real estate professionals who match the home buyer’s or seller’s needs and compete for the home buyer’s or seller’s business. Our services are provided free of charge to individual home sellers and buyers. When home buyers or sellers submit a request to find an agent to help buy or sell their home, we use home buyer and seller preferences, choices, and interests as well as real estate professional qualifications to match home buyers and sellers with the right agent who will best serve the individual home buyer or seller’s needs in any desired location throughout the nation. RELGX does not broker transactions. We are performing digital marketing services to matc home buyer and sellers with service professionals. The terms of any agreement between our participating lenders and real estate professionals and the home buyer or seller are not endorsed, recommended or otherwise known to or by RELGX. We also offer certain services to real estate professionals, subject to the acceptance of the Agent Terms of Service below. Our services offered to real estate professionals together with the services offered to home buyers and sellers are the “Services”.
Copyright and Other Intellectual Property Rights
All content included on this website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of RELGX, its affiliated companies or its content suppliers and protected by United States and international copyright laws. The compilation of all content on this website is the exclusive property of RELGX and protected by U.S. and international copyright laws. All software used on this website is the property of RELGX, its affiliated entities or its software suppliers and protected by United States and international copyright laws. All trademarks, service marks, and trade names are proprietary to RELGX, or affiliated companies and/or third-party licensors. We may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Services, including the web pages that are part of the Services. Except as expressly provided in these Terms, the provision of the Services and the furnishing of such web pages does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.
Personal and Non-Commercial Use Limitation
The content and Services provided on this website are provided solely for your personal, non-commercial use. You agree to abide by all additional copyright notices, information, or restrictions contained in any material or content on the website. You may not modify, copy, reproduce, display, perform, create derivative works from, republish, upload, post, transmit, distribute, and/or exploit any intellectual property from this website or related Services in any way (including by e-mail or other electronic means) without our express prior written consent. You agree that you will not use this website or the Services for any purpose that is unlawful or contrary to these Terms. You may not use this website or Services in any manner that could damage, disable, overburden, or impair this website or the Services or interfere with any other party’s use and enjoyment of them. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with this website or the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this website or the Services.
Responsibilities of Real Estate Professionals
All Agents represent and warrant the following:
· You are an Agent with a current and valid license, of legal age, and capable of forming a legally binding contract.
· You have complied with all real estate licensing laws and have adequate and appropriate insurance coverage.
· You will promptly maintain and provide us with updates of any changes in your license status.
· All information you submit to us is true and complete and you will maintain and promptly update your profile or other information you provide to us or any Customers.
· You have obtained your broker’s or other permission to use the Services, if required.
· You will not register or represent yourself as a prospective buyer or seller, even if you intend to buy or sell property.
· All information you submit to Customers about your services is your responsibility and not a RELGX offering of any Service.
· Your products and services do not violate any applicable laws or regulations, including laws relating to data privacy or security or marketing and advertising.
· You understand that we reserve the right to terminate the participation of any real estate professional for any reason at our sole discretion.
· If required, you will obtain the appropriate approval/authorization from all relevant governmental authorities and other parties in order to either receive payment from RELGX or make a payment to RELGX.
· You recognize that fraudulent usage of any of our Services may subject you to liability.
· You agree to assist us in the collection of payment due from after completion of a Qualified Transaction.
· You agree that we may review or audit your use of our Services at any time to ensure compliance with these Agent Terms and any Supplemental Terms, but any failure by us to review or audit your use of the Services will not constitute acceptance of or waiver of any of our rights with respect to any use in breach of these Agent Terms and any applicable Supplemental Terms.
You hereby grant RELGX a non-exclusive, transferable, sublicensable, perpetual, worldwide right to reproduce, display, sell, have sold, make derivative works or and otherwise use the Customer information you provide to us for any lawful purpose
RELGX guarantees a minimum volume of real estate leads based on the amount of advertising spend as agreed to in the Services Agreement. For Flat Rate Services, the money back guarantee is solely related to RELGX Services Fee and does not include client's Set-Up Fee or Advertising Spend. For Referral Services, should the guaranteed minimum volume of real estate leads not be attained, RELGX will reduce its referal fee by 50% of the agreed to referral fee in the Services Agreement. Client's set-up fee for Flat Rate and Referral Services are non-refundable. Advertising Spend for Flat Rate Services is non-refundable.
Responsibilities of RELGX
· We will process submissions of prospective Customers and your potential leads in a reasonable amount of time.
· We may, but are not obligated to, provide a reason why a prospective Customer is not deemed a Qualified Customer. Such reasons include but are not limited to inaccurate or incomplete contact information, information matches that of an existing Agent, previous or existing relationship between us and Customer, or our inability to provide Services to Customer.
· We retain the right to deem a Customer as not being a Qualified Customer at any time, even if such Customer had previously been approved.
· We may provide to a prospective Customer the contact information of a Selling Agent.
· We will use reasonable efforts to match a Customer with as many Selling Agents as possible within the Customer’s requested parameters.
· Once a Qualified Customer is matched with at least one Selling Agent, we will have no further obligation under these Agent Terms or any Supplemental Terms unless the referral of the Qualified Customer results in a Qualified Transaction for which we have received payment in accordance with the Payments and Compensation section below.
· We will relinquish our interest in a Qualified Customer if and only if the Selling Agent has a signed written agreement with the Qualified Customer that predates Selling Agent’s acceptance of the Qualified Customer.
· We will not provide contact information of a Customer to Selling Agent unless Selling Agent has accepted these Agent Terms.
· We will state the referral fee that Selling Agent is required to pay to us with each individual lead.
· We may, at our sole discretion, engage a third party to collect any amounts owed to us and client agrees to pay all costs and fees associated with collection, including reasonable attorney fees.
· At any time after accepting a Qualified Customer, we may determine, in our sole discretion, to deem such Qualified Customer to no longer be active. In such event, any transaction that results from such Qualified Referral shall not be deemed a Qualified Transaction and so shall not be subject to a referral payment hereunder.
Various payment processing methods may be available for the purchase of any Services, other than those Services provided at no charge. You agree to abide by any relevant terms and conditions or other legal agreement, whether with RELGX or a third party, that governs your use of a given payment processing method. We may add or remove payment processing methods at any time, with or without notice.
At present, RELGX relies entirely on https://paypal.com to manage any credit card or debit card payment functions. Payment due for the RELGX Services is subject to the terms of the online order process on https://paypal.com. RELGX does not store, process or transmit any of your credit card or debit card data.
You are responsible for the timely payment of all products and services you purchase through your account. All fees will be billed to the credit card or payment processing account you designate through your account. You must make any changes to your payment method online.
You are responsible for all transactions (one-time, recurring, and refunds) processed through any third party payment provider. We are not liable for loss or damage from errant or invalid transactions processed by any third party payment provider. This includes transactions that were not processed due to a network communication error, or any other reason. If you enter into a transaction, it is your responsibility to verify that the transaction was successfully processed.
You understand and agree that you will not hold RELGX liable for any adverse effects that actions (whether intentional or unintentional) on the part of any third party payment provider may cause to your RELGX account or your business.
Prices for any products and services offered via the Services may change at any time, and the Services do not provide price protection or refunds even if there is a price reduction or promotional offering.
Your Account, Password and Security
You are responsible for maintaining the confidentiality of your username and password, and you are solely responsible for all activities that occur under your username and password. We recommend that you memorize this information, and not write it down. You agree to immediately notify us of any unauthorized use of your username and password or any other breach of security related to the Services. WE CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR USERNAME AND/OR PASSWORD, OR TO OTHERWISE COMPLY WITH THIS SECTION.
You are obligated to report as income all compensation that you receive arising from these Agent Terms and any applicable Supplemental Terms, and you are solely responsible for all taxes, withholdings and other applicable statutory obligations including, but not limited to, any self-employment tax and workers’ compensation insurance.
WARRANTIES AND DISCLAIMER
Each party represents and warrants that it has the right, power, and authority to enter into these Agent Terms and to perform its obligations and duties hereunder, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order or decree by which such party is bound.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION PROVIDED BY RELGX OR ANY OTHER AGENT, WHICH MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS, AND ALL RISKS ASSOCIATED WITH THE REPRESENTATION OF ANY CUSTOMER, WHICH MAY INCLUDE FACE TO FACE MEETINGS WITH THE CUSTOMER IN EMPTY HOMES, DRIVING TO AND FROM VARIOUS DESTINATIONS AND OTHER ACTIVITIES TYPICALLY ASSOCIATED WITH A REAL ESTATE TRANSACTION. RELGX ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, AND ANY INACCURACIES, ERRORS OR OMISSIONS.
RELGX MAY MAKE CHANGES TO ITS PRODUCT OR SERVICE OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS WE OFFER AT ANY TIME AND WITHOUT NOTICE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
LIMITATION OF LIABILITY
Agent shall, at its expense, indemnify, defend and hold RELGX harmless from any costs, expenses (including attorney’s fees), losses, damages, and liabilities which RELGX may hereafter incur, become responsible for, or pay out as a result of: (a) death or personal injury (including bodily injury) to any person, destruction or damage to any property to the extent caused by negligent or willful acts, errors, or omissions by Agent, its employees, officers, agents, representatives, or subcontractors in the performance of these Agent Terms; (b) any unauthorized representations or warranties made or given by Agent, its employees, officers, agents, representatives, or subcontractors in respect of the Services; (c) the breach by Agent of any representation or warranty made by Agent hereunder; or (d) any alleged failure by Agent to satisfy any tax or withholding obligation.
RELGX shall give prompt written notice to Agent, who shall assume and control the defense of RELGX’s claim with counsel of Agent’s choice and at Agent’s expense. RELGX shall cooperate in the defense in all reasonable respects at Agent’s sole cost and expense. RELGX shall be entitled to retain its own counsel at RELGX’s own expense to participate in the defense of the claim in an advisory capacity. Unless you obtain our consent in writing, you will not take any action with respect to any claim if such action (a) admits any liability, fault or wrongdoing on the part of RELGX; (b) imposes any obligations on RELGX; or (c) otherwise adversely affects RELGX’s rights, obligations or operations.
TERM AND TERMINATION
Unless terminated earlier as provided below, these Agent Terms shall terminate as follows:
(i) As set forth in the applicable Supplemental Terms and /or your Services Agreement.
(ii) Either party may terminate these Agent Terms at any time, with or without cause, upon written notice to the other party.
(iii) Either party may terminate these Agent Terms upon written notice to the other party if the other party is in material breach of any provision of these Agent Terms and: (a) such breach has not been cured within fourteen (14) days after receiving written notice thereof from the terminating party; or (b) if such breach cannot reasonably be cured within such fourteen (14) day period, the breaching party has not commenced to remedy such breach within such period and diligently endeavored to cure such breach within a reasonable time thereafter.
(iv) These Agent Terms shall terminate immediately, without notice, (a) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings, (b) upon either party’s making an assignment for the benefit of creditors, or (c) upon either party’s liquidation, dissolution or ceasing to do business.
The following provisions shall survive the termination or expiration of these Agent Terms for any reason: Warranties and Disclaimer, Limitation of Liability, Indemnification, Term and Termination, Confidentiality, Miscellaneous and any payment terms in any applicable Supplemental Terms for any outstanding payments owed or owing.
Agent shall use the Confidential Information only in performing under these Agent Terms and shall retain the Confidential Information in confidence and not disclose to any third party (except as authorized hereunder) without RELGX’s prior written consent. Except as otherwise set forth herein, all Confidential Information shall remain the sole property of RELGX. Agent shall hold the Confidential Information of RELGX in strict confidence in perpetuity.
Notwithstanding the foregoing, Agent’s confidentiality obligations hereunder shall not apply to information which: (a) is already known to Agent prior to disclosure by RELGX; (b) becomes publicly available without fault of Agent; (c) is rightfully obtained by Agent from a third party without restriction as to disclosure, or is approved for release by written authorization of RELGX; or (d) is required to be disclosed by law or governmental regulation, provided that Agent will provide reasonable notice to RELGX of such required disclosure and reasonably cooperate with RELGX in limiting such disclosure.
Notices; Modification of Terms
RELGX may provide notice to you via email, regular mail, or by posting notices or links to notices on this website. RELGX reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or your use of or access to them, with or without notice. RELGX will not be liable to you or any third party for any modification, suspension, or termination of the Services.
RELGX may update or change the terms, conditions, and notices for the Services from time to time to reflect changes to the Services, changes in the laws affecting the Services, or for other reasons. You understand that RELGX reserves the right to make these changes and that each time you are required to accept these Agent Terms, you are responsible for reviewing these terms, conditions, and notices. Acceptance of these Agent Terms or use of the Services after any such change shall constitute your consent to such change.
Neither party will be liable for any failure or delay in performance under these Agent Terms due to fire, explosion, earthquake, storm, flood or other weather, unavailability of necessary utilities or raw materials, war, terrorism, insurrection, riot, act of God or the public enemy, law, act, order, export control regulation, proclamation, decree, regulation, ordinance, or instructions of Government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of these Agent Terms). In the event of the happening of such a cause, the party whose performance is so affected will give prompt, written notice to the other party, stating the period of time the same is expected to continue.
You may not assign or transfer (by operation of law or otherwise) these Agent Terms and any applicable Supplemental Terms without the prior written consent of RELGX. Subject to the foregoing, these Agent Terms and applicable Supplemental Terms shall inure to the benefit of, and be binding upon, each party’s successors and permitted assigns.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
RELGX Selling Agent Supplemental Terms
These Selling Agent Supplemental Terms (“Selling Agent Supplemental Terms”) form part of the RELGX General Terms for Agents or other written or electronic agreement between you and RELGX (“Agent Terms” and together with these Selling Agent Supplemental Terms, the “Terms”), and are legally binding terms governing your use of the Referring Agent Services. Any capitalized terms not otherwise defined in these Selling Agent Supplemental Terms are defined in the Agent Terms.
1. “Gross Referred Side Commission” means the gross commission that is earned by the Selling Agent as part of the Qualified Transaction, which will be a minimum of two percent (2%) of the Gross Sales Price.
2. “Gross Sales Price” means the total purchase price of a Qualified Transaction prior to any allocation of a payment to another party (including but not limited to any split between Selling Agent and Selling Agent’s broker, any referral fee payments to other third parties, taxes, fees and other closing costs).
3. “Non-Referring Agent-Sourced Commission” means the amount owed to RELGX when the Customer referral came from a source other than a Referring Agent.
4. “Referring Agent-Sourced Commission” means the amount owed to RELGX if the Customer referral was received through a Qualified Customer referral from a Referring Agent.
Selling Agent Services
If you are an eligible Selling Agent, we will work to provide your with potential Customers leads and attempt to make contact on your behalf and/or transfer the lead to you. If you receive a referral from RELGX that results in a completed transaction, you agree to pay RELGX a portion of the commission you receive from the Qualified Transaction, as further explained below.
How to Become a Selling Agent
Only experienced real estate professionals can be part of RELGX’s Selling Agent network. In order to become a Selling Agent, you must receive an invitation from us, and you represent and warrant the following:
· You have three (3) or more years of experience in your local market area assisting sellers and buyers of residential real estate.
· You have, within the last twelve (12) months, individually either sold residential real estate worth at least five million dollars ($5,000,000) in one or more transactions, or you have completed at least twenty (20) real estate sales transactions.
· You agree that a Customer is any person, homebuyer or home seller who we introduce, send or refer to you by email, phone or other method of communication.
· You will not use the Customer lead information and details you obtain from us to locate, identify or directly contact a home seller or home buyer in any manner without first accepting this Agreement.
· You will provide Customers with all information and notices legally required with all real estate licensing and regulatory requirements applicable to real estate agents.
· You agree that is a non-exclusive relationship; however, you will only share information regarding Customers we refer to you as reasonably necessary in connection with pursuing Qualified Transactions.
· You will provide your services to each Customer in an efficient, professional, good and workmanlike manner, in accordance with industry standards of care and skill and in compliance with all applicable laws and regulations.
· You acknowledge and agree that Customer is not obligated to work with you, and that you are not obligated to work with Customer.
· You will pay us a fee for each Qualified Transaction, regardless of whether you receive payment from Customer.
· You agree that the fee you owe us for a Qualified Transaction will vary depending on the type, nature, final sales price, and/or volume of the Qualified Transaction.
· You are solely responsible for invoicing and collecting payments from the Customer upon completion of a Qualified Transaction.
· You must accept these Terms each time you accept a Qualified Customer referral from us.
· If you engage in a new transaction with a Customer after a Qualified Transaction with that Customer, you are deemed to have accepted new Terms for any subsequent Qualified Transaction.
Selling Agent Compensation and Payments to RELGX
Your sole compensation for your performance under these Terms consists of the commission that you receive from Customer upon completion of the Qualified Transaction, less any fees owed to RELGX. You have no right to receive any compensation whatsoever from RELGX for services rendered as a Selling Agent or to receive reimbursement of any expenses or other costs you incur in connection with these Terms or the Qualified Transaction.
Selling Agent Payments to RELGX
As a Selling Agent, the Commission you owe to us is based on the following:
· Referring Agent Referral Fee/Commission (“Commission”). The Commission you owe to RELGX is calculated as a referral fee equal to thirty percent (30%) of the Gross Commission. For example, if:
· Due Date of Payment to RELGX. You are required to pay us the Commission owed to us, within fourteen (14) calendar days after the closing of a Qualified Transaction.
Termination of Selling Agent Supplemental Terms
In addition to the termination provisions in these Terms immediately terminate upon RELGX’s receipt of the Commission from Selling Agent following a Qualified Closing.
Notwithstanding the foregoing, you agree to enter into new Terms if and when you provide real estate buying or selling services to a RELGX Qualified Customer in a future transaction; provided, further, that if the new Terms or other written agreement agreed upon by the parties is not entered into within ten (10) days of your completion of any subsequent Qualified Transaction with, the terms and conditions of these Terms shall be deemed effective with respect to such Qualified Transaction.
RELGX shall be entitled to continue to receive its referral fee as set forth in these Selling Agent Supplemental Terms (a) for Qualified Transactions completed prior to termination of these Terms and (b) for Qualified Transactions initiated prior to termination of these Terms but completed after termination of these Terms. For avoidance of doubt, termination of these Terms does not terminate your obligations to pay a Commission to RELGX for any Qualified Transaction initiated under these Terms.
RELGX Database Reactivation Service Supplemental Terms
These Supplemental Terms for the Lead Validation Service (“Lead Validation Supplemental Terms”) form part of the RELGX General Terms for Agents or other written or electronic agreement between you and RELGX (“Agent Terms” and together with these Lead Validation Supplemental Terms, the “Terms”) for the purchase of our lead validation Services. Any capitalized terms not otherwise defined in these Lead Validation Supplemental Terms are defined in the Agent Terms.
Database Reactivation Services
We are leveraging our proprietary algorithms to offer Agents Database Reactivation Services. Upon request and agreement of terms, we perform a database reactivation of previously referred leads and and any additional leads imported by you (“Reactivation Leads”) to attempt to re-engage and create new Customers. Our Database Reactivation Services are available as an additional service and performed and priced:
· On a per lead basis; and
· For a set number of leads per month.
We hereby grant you a limited, non-exclusive right to use our Reactivation Leads solely for the purposes of market research and Customer prospecting purposes, in strict accordance with the Terms.
Payments will be made via credit card or debit card pursuant to the Agent Terms.
Representations and Warranties
You represent and warrant to RELGX:
· You will use all Validated Leads in compliance with all applicable laws, including laws regarding, telemarketing, email and other electronic communications, and customer solicitation.
· You will not use the Validated Leads to harass, invade the privacy of or harm a person in any way.
· You will not, directly or indirectly: (i) use information from any Validated Leads to build a database for resale or for access by a third party in competition with our Services; (ii) allow information from our Validated Leads to be used in any way to verify information from a third party that resells data in competition with RELGX; or (iii) provide access to or information from any of our Validated Leads to a third party that resells data in competition with RELGX or to a third party that plans to resell to a further third party access to any of the Verified Leads.
· You will use your best efforts to prevent the misuse or unauthorized use of any Validated Leads.