This Investor Services Agreement (“Agreement”) is made effective as of the date Subscriber establishes an account with REMrktCo, LLC, dba CashOffers.PRO (the “Subscription Date”) and shall be made by and between:
REMRKTCO, LLC, dba CashOffers.PRO (“REMRKTCO”)
and
Subscriber
Collectively, the “Parties”.
1. Services
1.1 Services Provided by REMRKTCO: During the term of this Agreement, REMRKTCO agrees to provide services to Subscriber, including but not limited to access of the HighestPrice.com portal in which Subscriber may submit offers on real estate properties.
1.2 Fees: Subscriber agrees to pay REMRKTCO Realty a fee of 1.0% of the net consideration paid by Subscriber at closing for the purchase of any real properties procured by REMRKTCO and actually purchased by Subscriber. This fee is to be paid at close of escrow via check or wire transfer. For the avoidance of doubt, Subscriber shall only pay REMRKTCO a fee under this Section for properties actually purchased by Subscriber that are directly and exclusively attributable to REMRKTCO. The fee shall be required to be paid as a closing cost to Subscriber through the first closing of the applicable property via check or wire transfer to REMRKTCO Realty. Subscriber is responsible for and shall ensure instructions for the fee are provided to the applicable closing agent (attorney, title, escrow, etc.) to ensure payment is accounted for and sent to REMRTKCO Realty at the time of the close of escrow.
- To further clarify, Subscriber shall only be responsible for payment of a fee to REMRKTCO Realty under this Section when an applicable property is first purchased/acquired by Subscriber and not to any subsequent disposition of the applicable property.
2. License
Each party grants to the other a non-exclusive, non-transferable, royalty-free license to use each other’s trade names, trademarks, logos, and service marks solely in connection with the performance of this Agreement. Each party agrees to only use images from files provided by REMRKTCO since images from outside sources may not have acceptable quality. Neither party will alter or permit alteration of or remove or modify or permit removal or modification of any of the other party’s names, trademarks, logos, and service marks placed by the other party or its agents on the products or associated documentation or literature, without the other party’s prior written approval.
3. Mutual Obligations
3.1 Confidentiality: During the term of this Agreement and after termination of this Agreement, each party will regard any information provided to it by the other party which is not publicly available as proprietary or confidential (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. Confidential Information shall not include information that: (i) is or becomes generally available to the public, other than as a result of a disclosure or other fault by recipient or its Representatives (as defined below) in violation of the Agreement; (ii) was or is already known to or in the possession of the recipient or its Representatives prior to its disclosure by the other party hereto as demonstrated by written evidence of the recipient; or (iii) was or is legitimately obtained by the recipient or any of its Representatives from an unaffiliated third party who did not have access to the Confidential Information. The receiving party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity at any time regardless of whether this Agreement remains in effect, except to a director, officer, employee, outside consultant, or advisor (collectively, “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the receiving party and who are bound by a duty of confidentiality no less protective of the disclosing party’s Confidential Information than this Agreement. The receiving party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing party.
3.2 Non-disparagement: Both parties agree that they shall not at any time make, either directly or through their employees, designees, or agents, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the other party or its affiliates or businesses, or any of their employees, managers, officers, directors, or owners, or their existing or prospective customers, suppliers, investors, or other associated third parties.
3.3 This agreement does not prohibit the parties from disclosing truthful information as required by law, under subpoena, or court order.
4. Term and Termination
4.1 Initial Term: The initial term of this Agreement shall commence on the Subscription Date and shall continue for a period of one month (the “Initial Term”).
4.2 Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) month (each a “Renewal Term”).
4.3 Termination: This Agreement may only be terminated as follows:
- Subscriber may terminate this Agreement for any reason at any time by canceling their subscription with REMRKTCO; however, Subscriber is aware of and acknowledges that they shall remain obligated to pay REMRKTCO any fee(s) as noted in paragraph 1.2 above due REMRKTCO under the terms of this agreement and that termination of the subscription by Subscriber does not relieve Subscriber of the aforementioned obligations.
- REMRKTCO may terminate this Agreement for any reason at any time, and such cancellation may be immediate or may have a notice period at REMRKTCO’s sole discretion;
5. Alternative Dispute Resolution (ADR)
5.1 Mediation: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree first to attempt to resolve the matter through mediation. The mediation shall be conducted in Maricopa County, Arizona, and administered by the Arizona Academy of Mediators & Arbitrators. Each party shall bear its own costs and expenses incurred in connection with the mediation, but the parties shall equally share the mediator’s fees and expenses.
5.2 Arbitration: If the dispute is not resolved through mediation within ninety (90) days after the initiation of mediation, the dispute shall be submitted to binding arbitration. The arbitration shall be conducted in Maricopa County, Arizona and administered by the Arizona Academy of Mediators & Arbitrators, in accordance with its rules. The arbitrator’s decision shall be final and binding. Each party shall bear its own costs and expenses incurred in connection with the arbitration, but the parties shall equally share the arbitrator’s fees and expenses.
5.3 Legal Fees: The legal fees associated with both mediation and arbitration shall be shared equally between the parties unless otherwise agreed in writing or required by the rules of the mediation or arbitration organization.
6. Miscellaneous
6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Arizona.
6.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
6.3 Amendment: No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
6.4 Non-Exclusivity: Each party acknowledges and agrees that in furtherance of each party’s business interests, each may utilize other third parties that could provide similar and potentially competitive services to the services that each other party is providing hereunder. Subscriber agrees not to create, develop, acquire, purchase, or otherwise engage in any business activity, technology, or platform that directly competes with or is substantially similar to the technology or platform provided by REMRKTCO under this Agreement.
6.5 Notices: Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) by electronic e-mail transmission on the date acknowledged by return email confirmation from the party to whom such communication is directed; (b) on the delivery date if delivered personally to the party to whom the same is directed; (c) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of receipt; or (d) five (5) business days after the mailing date if sent by U.S. certified mail, return receipt requested, to the address or contact information of the party set forth on page one of this Agreement, such party’s signature on this Agreement, or such other address or contact information as a party may designate in writing from time to time.
6.6 Limitation of Liability: THE PARTIES AGREE THAT IN NO EVENT SHALL Subscriber OR REMRKTCO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY (I) BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT, OR (II) BE LIABLE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
IN WITNESS WHEREOF, the parties hereto have executed this Subscriber Services Agreement as of the Subscription Date.
Signed and Agreed to by virtue of creating an account with REMRKTCO by:
REMRKTCO LLC
AND
SUBSCRIBER