This License Agreement (“Agreement”) is made and entered into by and among REI Marketing, LLC, a Florida limited liability company (hereinafter referred to as “Licensor”) locate at P.O. Box 6129, Delray Beach, FL 33445 and an individual, or corporation, or partnership (hereinafter referred to as “Licensee”) that has agreed to these Terms and Conditions by checking the appropriate box on the website 1800sellnow.com prior to purchase.
WHEREAS, Licensor is engaged in the business of developing, procuring, marketing and licensing of telephone and Internet access systems and equipment used in the marketing of various services, including “1-800-SELL-NOW” system, for which it holds the exclusive licensing rights from Results Homebuyers, Inc., for the marketing and purchasing of homes (the “Service”) and providing advertising services relating thereto; and
WHEREAS, Licensee is in the business of marketing, buying and/or selling houses in the Territory; and desires to use the Service in the Territory.
https://1800sellnow.com/?page_id=106NOW, THEREFORE, in consideration of the terms, covenants and conditions contained herein, the parties hereto mutually agree as follows:
(a) Licensor hereby grants to Licensee, and Licensee hereby accepts, a license, in and to technology , know-how and intellectual property rights related to the service (the “Technology”) necessary to and solely for the purpose of using the Service in the “ territory” as defined in Exhibit A hereto, which is hereby made a part hereof.
(b) The license granted hereby conveys no right to Licensee to use or register any trademark or trade name of Licensor, or to use the name of Licensor or any trademark or trade name in any manner whatsoever in connection with the service hereunder, except in using the service as expressly set forth herein. Nothing in this Agreement shall be construed as conveying, expressly or by implication, any right under any Licensor’s know-how except in connection with using the Service hereunder for licensee’s own account.
(c) Upon the termination of this license for any reason, Licensee shall return the Technology, included but not limited to any source codes, passwords, software and any and all copies thereof, to Licensor.
(d) Nothing contained herein shall prohibit Licensor from using the Technology for its own purposes, nor from licensing the Service and the Technology to others. The foregoing notwithstanding, Licensor hereby retains the ownership and right to use, sell assign or transfer any leads generated through the Service and Technology obtained by use of the Service or Technology, provided such shall not be in conflict with the rights otherwise granted herein to Licensee.
(e) The granting of the foregoing license shall not preclude Licensor from establishing, for its own account or for franchising or licensing to others, similar Services and Technology. However, in the event Licensor determines, in its sole discretion, during the term hereof, to make available in the territory, licensing or franchise rights for Similar Services and Technology, the licensor shall grant the licensee a right of first refusal for a period of thirty (30) days to acquire from the Licensor such a license or franchise for the Territory upon the same material terms and conditions it intends to offer such license or franchise to any third party.
The license to use the Service granted hereby shall be exclusive, in the territory as defined, and subject to the limitations and conditions, set forth in exhibit A. (the Territory”), herby made a part hereof.
In consideration of the permission to use the Service and the Technology to be provided to Licensee in the Territory, Licensee shall pay the Licensor at the address set forth hereinabove, or at such other address as shall be provided to Licensee in writing by Licensor, the payment of fees as provided for in Exhibit B hereto, hereby made a part hereof. The Licensing Fees and, and all other payments to Licensor, shall be net to Licensor, without deduction for taxes, assessment, or other charges which may be imposed by any government. In the event Licensor is for any reason precluded from providing the services and Technology at anytime for in excess of 48 hours, the Licensee, upon written notice to Licensor, shall receive a prorate credit of the Licensing fee for any such time in excess of 48 hours. If any payment by Licensee is late, stopped, dishonored, or otherwise not paid to the Licensor, Licensor shall be paid by Licensee an administrative fee (including reconnect expenses), in addition to the monthly Licensing Fee in an amount equal to the greater of fifty ($50) or (10%) percent of the current monthly Licensing Fee.
Unless otherwise stated, the term of the license agreement will be for six-months (180 days – 6 consecutive monthly billing periods). At the end of the six-month period, the license shall be continued on a month-to-month basis until cancelled by either party with 30 days written notice.
You can cancel any time in the first 7 days without a fee. from 7-30 days, in the event that you cancel you will be charged a $100 cancellation fee. After 30 days, a $500 cancellation fee will be assessed.
If you wish to cancel, you must go to www. cancel1800sellnow.com and complete the form.
6.Availability of Service and Technology.
As set forth in Exhibit A attached hereto and made a part hereof.
7.Routing of calls, Routing Fees and Business Use Only of Service
Licensor may establish and amend, from time to time, reasonable rules and regulations relating to the routing and re-routing of calls that constitute part of the Service and Technology, including in any multi-license Territory, the routing and re-routing of call proportionate to the to the number of advertising units, as set forth in paragraph 7 (c) hereof, purchased from Licensor by each respective Licensee. Licensor may amend such rules, regulation upon thirty (30) days notice to Licensee. Licensee acknowledges and agrees that use of the Service and Technology is for business purposes only and any misuse of such may be a basis for termination of the agreement. Licensor further reserves the right to audit Licensee’s telephone usage, and to charge Licensee for misuse of the telephone usage, and Licensee agrees to pay such charges within thirty (30) days after rendering of the invoice for the same.
(a) Licensee acknowledges and agrees that all ownership and proprietary rights (including, without limitation, the trademarks and copyrights) to Service and Technology are and shall remain the sole and exclusive property of Results Homebuyers, Inc. and Licensor.
(b) Licensee acknowledges and agrees that Results Homebuyers, Inc. and Licensor are the sole owners of the Technology used in the connection with the Service and that nothing contained in this agreement grants Licensee any right to use any such Technology, except as expressly provided in this agreement.
(c) Licensee shall promptly advise Licensor of any possible infringement Licensee becomes aware of any of Licensor’ marks, copyrights, trade secrets or other proprietary rights, or any use of the Licensor information in violation of this Agreement.
9.Advertising and Promotion.
(a) Licensee shall cause all advertising or promotional material pertaining to Service and/or Technology that it uses to comply with the then-current Licensor’s code of Advertising, as may be established or amended from time to time by Licensor in its sole discretion. As of the date hereinabove written, the Licensor has adopted as its current code of Advertising, the Better Business Bureau Code of Advertising
(b) Licensee shall not make, publish or distribute or cooperate with any third party in making, publishing or distributing any public announcements, press releases, advertising, marketing promotional or other materials (whether in print, electronically or otherwise) (“Materials”) that use Licensor’s name, logos or trademarks or copyrights, of which Licensor may, by written notice, disapprove.
(c) Licensor may, from time to time, develop advertising relating to the Service, which shall be made available to Licensee without charge, and Licensee may, but shall not be obligated to, use such advertising in the Territory. In addition to the foregoing, Licensor may make available for purchase from Licensor, to each licensee, placement in print, radio, television and billboard media at the price and upon the terms and conditions set forth in Exhibit B hereto.
(d) Other than as provided in subsection (c) above, Licensee shall at all times be solely responsible for developing, providing and paying for any and all advertising relating to the Service in its Territory.
If you use a custom domain name (i.e. www.myfabuloushomedeals.com) for your squeeze page the company is not responsible for the domain name being renewed if the user is inactive. A user will be considered inactive if they have not logged into the site for 120+ days. Inactive domain names will not be automatically renewed by the company. The company is not responsible for non renewed domain names being cancelled.
(a) Licensor shall indemnify and hold harmless Licensee against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred by Licensee that arise out of any claim asserted by a third party that the Service or Technology infringe a U.S. copyright (except for claims for which Licensors entitled to indemnification under Section 8 (b), in which case Licensor shall have no indemnification obligations with respect to such claim), provided that Licensee, upon receipt of notice of claim that could result in Licensor indemnifying Licensee pursuant to this subsection, gives prompt written notice to Licensor of the existence of such claim and permits Licensor, if it so requests, either to conduct the defense of such claim or to participate with Licensee in the defense thereof and in any settlement negotiations relating thereto; provided, however that Licensor shall not be required to pay any settlement amount that it has not approved in advanced.
(b) Licensee shall indemnify and hold harmless Licensor against all liabilities, costs and expenses (including reasonable attorney’s fees) incurred by Licensor that arise out of any claim asserted by a third party that involves, relates to or concerns (i) the marketing, sale, or promotion by Licensee of the Service or (ii) any use by Licensee of any Service or Technology in violation of this Agreement; provided that Licensor, upon notice of a claim that could result in Licensee indemnifying Licensor pursuant to this subsection, gives prompt written notice to Licensee of the existence of such claims and permits that Licensee, if it so requests, either to conduct the defense thereof and in any settlement negotiations relating thereto; provided however, that Licensee shall not be required to pay any settlement amount that it has not approved in advanced.
(c) DISCLAIMER. LICENSOR PROVIDES THE TECHNOLOGY AND SERVICE TO LICENSEE “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES. FOR EXAMPLE, LICENSOR DOES NOT WARRANT THE ACCURACY, TIMELINESS, COMPLETENESS, ADEQUACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION, AND LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY WITH RESPECT TO ANY ACTUAL OR ALLEDGED INACCURACY, UNTIMELINESS, INCOMPLETNESS, INADEQUACY, UNMERCHANTABILITY OR UNFITNESS. LICENSEE SHALL NOT MAKE ANY STATEMENT RESPECTING THE INFORMATION THAT IS CONTRADICTORY TO OR INCONSISTANT WITH THE FOREGOING STATEMENTS.
Licensee and Licensor understand and agree that in the performance of this Agreement each party may have access to private or confidential information of the other party, including, but not limited to, trade secrets, marketing and business plans and technical information, which is designated as confidential by the disclosing party in writing, whether by letter or by the use of proprietary stamp or legend, prior to or at the time it is disclosed to the other party (“Confidential Information”). Both parties agree that the terms of this Agreement, including without limitation its financial terms such as the payments and the information contained on reports, shall be deemed Confidential Information owned by the other party. Licensee acknowledges and agrees that matters pertaining to the Technology and technological aspects of the Service are Confidential Information of Licensor. In addition, information that is orally disclosed to the other party shall be constitute Confidential Information if within 10 days after such disclosure the disclosing party delivers to the receiving party a written document describing such Confidential Information and referencing the place and date of such oral disclosure and the names of the employees of the party to whom such disclosure was made. Each party agrees that:
(i) all Confidential Information shall remain the property of the owner; (ii) it shall maintain, and shall use prudent methods to cause its employees and agents to maintain, the confidentiality and secrecy of the Confidential Information; (iii) it shall not, and shall use prudent methods to ensure that its employees and agents do not copy, publish, disclose to others our use (other that pursuant to the terms hereof) the Confidential Information: and (iv) it shall return or destroy all copies of the Confidential information upon request of the other party. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it (i) is or becomes a part of the public domain through no act or omission on the part of the receiving party, (ii) is disclosed to the third parties by, the disclosing party without restriction on the third parties, (iii) is in the receiving party’s possession, without actual or constructive knowledge of an obligation of confidentiality with respect thereto, at or prior to the time of disclosure under this Agreement, (iv) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (v) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information or (vi) is released from confidential treatment by written consent of the disclosing party.
12.Additional Obligations of Licensee.
(a) Licensee agrees to be bound by Licensor’s rules for the appropriate use of the Service and Technology in the Territory. Licensee’s failure to follow these rules, whether set out in this Agreement, or in notices communicated by Licensor, may result in Licensor Terminating this Agreement. Licensee hereby represents, warrants and covenants that Licensee will abide by the following in its use of the Service and in the Territory: (i) Licensee will not post, transmit, display, distribute or promote any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, racist, sexually explicit or indecent material of any kind; (ii) Licensee will not encourage, promote, solicit or commit conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law; (iii) Licensee will not post, transmit, display, distribute or promote in any way information, , software, or other material that violates, plagiarizes or infringes the rights of the third parties including, without limitation, copyright, trademark, patent, trade secret, rights of privacy or publicity or any other proprietary right; (iv) Licensee will not promote physical harm or injury against any group or individual; (v) Licensee will not post, transmit, display, distribute or promote material that’s exploits children under eighteen (18) years of age; (vi) Licensee will not develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page); (vii) Licensee will not use the site for storage for remote loading or as a door or signpost to another server; (viii) Licensee will not develop pages on the Licensor’s website that consist of hyperlinks to content or materials of any kind in violation of the rules contained in this paragraph; (ix) Licensee will not restrict or inhibit any other user from using and enjoying the Licensor’s website or the Service; (x) Licensee will not use Licensor’s website or the Service to post, transmit, display, distribute or promote material of any kind that contains a virus or other harmful component; and (xi) Licensee will not use the Licensor’s website or the Service to post, transmit, display, distribute or promote information or material of any kind that constitutes or contains false or misleading indications of origin or statements of fact.
(b) In the event the Licensor offers email address to Licensee, upon termination of this Agreement, Licensor shall have the sole and exclusive right to reassign the Licensee’s e-mail address.
(d) Licensee is expected to conduct business in a legal, ethical, and responsible manner. Multiply complaints from, but not limited to: The Better Business Bureau, The Attorney General’s office, sellers of the houses, and/or buyers of houses will constitute a material breach of this Agreement.
Neither party hereto shall be liable for any delay arising from circumstances beyond its control including (but not limited to) acts of God, war, riot of civil commotion, industrial dispute, fire, flood, drought, shortage of material or labor or act of government, provided that the party seeking to be excused shall make every reasonable effort to minimize the delay resulting there from. Each party shall keep the other fully informed of any circumstances.
(a) Licensee shall comply with all laws and regulations of all applicable jurisdictions relating to the Service and Technology, and all advertising relating thereto.
(b) This Agreement shall be subject to all laws and regulations now or hereafter in effect applicable to the subject matter hereof
(c) If the terms of this Agreement are such as to require or make it appropriate that this Agreement be registered with or the subject matter be subject to government licensing in any area in which Licensee will do business hereunder, Licensee will, at its expense, promptly undertake such registration or licensing. Licensee will supply prompt notice and appropriate verification of any such registration or license resulting therefrom.
(d) Licensee will, at its expense, carry out any formal recordation of this Agreement required by the law of the Territory as a prerequisite to the enforceability of this Agreement or for any other reason, and promptly supply verified proof of such Licensor.
No provision of this Agreement may be amended, revoked or waived except by a writing signed by a duty authorized representative of each of the parties hereto.
Except as otherwise provided herein in this paragraph this Agreement shall not be assignable, transferable or sublicensed (hereinafter “Assignment”). Assignment of this agreement may be permitted by Licensor provided that any such assignee, transferee or sub-licensee:
(a) Shall agree in advance in writing satisfactory to Licensor to be bound by all the terms of this Agreement;
(b) Agrees to and passes a background check conducted by Licensor; and
(c) Licensee provides to Licensor, at least five (5) business days prior to such desired Assignment, the name and address of any such assignee, transferee or sublicense, and an executed copy of the agreement, satisfactory to Licensor, providing for such Assignment, setting forth, inter alia, the agreement to be abound by all the terms and conditions of this Agreement.
This Agreement shall be binding upon and be for the benefit of the parties and their respective successors and permitted assigns.
Any attempt to assign, transfer, or sublicense this Agreement or the License hereunder, other than as may be permitted pursuant to this paragraph 15 shall be deemed a material breach of this Agreement and the license and this Agreement may be terminated by Licensor .
Except for amounts payable pursuant to section 8 or resulting from a breach of Section 10, neither party shall be liable to the other for any damages other than direct damages, including but not limited to consequential, indirect, special, exemplary, or punitive damages, or any lost revenues or lost profits, even if advised of the possibility of such damages.
Any notice required to be given hereunder shall be deemed sufficient and delivery shall be deemed complete if sent by registered mail to the following address:
To Licensor: REI Marketing, LLC
P.O. Box 6129
Delray Beach, FL 33482
Attention: Kent Clothier
To Licensee: Billing Address on File
19.Governing Law and Venue.
This Agreement and the relationship of the parties hereto shall be governed in all respects by the laws of the State of Florida for contracts made and to be wholly performed with the State of Florida, except for its laws relating to choice of laws, and except that questions affecting the validity, construction and effect of any patent, mark or copyright shall be determined by the law of the country in which it has been granted. Venue for any action brought hereunder shall lie exclusively in the courts of Palm Beach County, Florida (or such other county in which Licensor’s principal place of business may be located) and the Federal Courts of the United States.
The failure of either party at any time to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
If any provision of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent, the remainder of the Agreement, or the application of such provision in other circumstances, shall not be affected thereby, and each provision shall be valid and enforced to the fullest extent permitted by law.
This Agreement, including that attached hereto as Exhibits A and Terms and Conditions, represents the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements, understandings and communications, whether oral or written.
When you purchase products from the Company, the Company has the right to contact you via email, phone call, text message or other messaging technology to discuss your account and additional services or products the Company provides.
1-800-SELL-NOW LICENSE AGREEMENT
Website and Telephone inquiries will be based on zip code and their corresponding county/territory. If a zip code is split amongst a county, then the county with the dominant part of the zip code will prevail and receive those website and telephone inquiries.
Electronic Form. By accessing the Website or becoming a Member, you consent to have this Agreement provided to you in electronic form.
Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of this Agreement, please send an e-mail to [email protected] or a letter and self-addressed stamped envelope to: 1-800-SELL-NOW, P.O. BOX 6129, DELRAY BEACH, FLORIDA 33482
Withdrawing Your Consent. You have the right at any time to withdraw your consent to have this Agreement provided to you in electronic form.
(i) Effect. Should you choose to withdraw your consent to have this Agreement provided to you in electronic form, we will discontinue your then-current username and password. This means that you will not have the right to use the Service unless, and until, we issue you a new username and password. We only will issue you a new username and password after we receive a signed copy of a non-electronic version of this Agreement, which we will send to you upon request.
(ii) Notice. To withdraw your consent and/or request a non-electronic copy of this Agreement, please send an email to [email protected] or a letter and self-addressed stamped envelope to: 1-800-SELL-NOW, P.O. BOX 6129, DELRAY BEACH, FLORIDA 33482
(iii) Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.
Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program. Via, the Website, we will notify you of any changes in the hardware or software requirements needed to access and/or retain this Agreement that create a material risk that you will not be able to continue to access and/or retain this electronic Agreement.
Eligibility. You must be at least eighteen (18) years of age to register as a member of Licensor or use the Website. Membership in the Service is void where prohibited. By using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
Membership and Subscription Pricing. As a Member, you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services, including the ability to communicate with other Members, you must become a paying subscriber to the Service. Please note that the subscription policies that are disclosed to you in subscribing to the service are deemed part of this Agreement. Please see Billing Details for a description of such policies. For purposes of this Agreement the term “Member” includes subscribers, unless where its usage indicates otherwise. From time to time, Licensor may remove the profiles of non-subscribers.
Term. This Agreement will remain in full force and effect while you use the Website and/or are a Member. You may terminate your membership and/or subscription at any time, for any reason, by sending 1-800-SELL-NOW written notice of termination to 1-800-SELL-NOW,P.O. BOX 6129, DELRAY BEACH, FL 33482 or email notice of termination to [email protected] If you terminate your subscription, your subscription will remain active until the end of your then-current subscription period (that is, the subscription period through which you had paid prior to your termination). Licensor may terminate your membership and/or subscription by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Licensor. If Licensor terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of Licensor. Licensor is not required to provide you notice prior to terminating your membership and/or subscription. Licensor is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
Payment. In exchange for the Service available to you in connection with your Subscription, you agree to pay all applicable fees as displayed in Licensor’s on-line registration or otherwise made available to you. All Subscription fees payable to Licensor are due in advance, and no Subscription products or services shall be delivered to you unless and until Licensor has received full, non-conditional payment of all applicable fees, including credit card payment verification, approval and clearance. Your first month’s Subscription fee, if your Subscription relates to only a part of the first month, shall be appropriately prorated. However, no part of the full monthly Subscription fee is refunded if you terminate in the middle of a month. Any and all applicable sales or use taxes, as well as all applicable Exchange fees and charges (unless expressly included in your Subscription for no additional charge), shall be your responsibility and paid by you in full and on a timely basis.
(a)Payment By Credit Card: You hereby authorize Licensor or its affiliate to use the credit card information furnished by you to Licensor or its affiliate for purposes of fulfilling your payment obligations under this Agreement. You further represent and warrant that (i) the credit card information provided to Licensor (card number, expiration date and card-holder’s name) is accurate and valid in all respects and lawfully authorized for use, and that you are providing your credit card information to Licensor fully intending and expecting your credit card to be fully charged all fees and payment amounts which you have agreed to pay in your on-line registration, or otherwise, including all Subscription, data, Exchange and other fees and charges; and that (ii) such credit card belongs to you or has been authorized for use by you by the valid card-holder. Upon expiration of your credit card, you shall notify Licensor of the new credit card expiration date and all other relevant new information pertaining to the new credit card.
(b) Late Payments: Payments not received by their due dates will be assessed a late charge fee equal to Licensor’s then current late charge fee amount, but not less than $10.00. Payments returned to Licensor for insufficient funds will result in a service charge fee of the maximum allowable returned check fee under Florida law. You shall thereafter be charged interest at the maximum legal interest rate on any unpaid balance.
Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the Registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Licensor of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Licensor will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature.