The Wilson Group Real Estate Llc
Terms & Conditions (April 24, 2025)
The following terms and conditions (the “Standard Terms”) are between you (“You”) and The Wilson Group Real Estate Llc (“The Wilson Group Real Estate Llc.”) These Standard Terms apply to every Order (unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc). These Standard Terms also apply to the provision of any Content by You to The Wilson Group Real Estate Llc, regardless of whether or not such Content is provided in connection with an Order.
CERTAIN DEFINED TERMS.
Capitalized terms used in these Standard Terms have the meanings given them herein. Although various capitalized terms are defined throughout these Standard Terms, the following terms shall have the following meanings for purposes of these Standard Terms:
“Advertisement” means a featuring, highlighting, promotion, marketing or other advertisement of You, services, products or offerings of Yours or Your employer or broker, or listings, properties, communities or housing opportunities of (or managed by) You or Your employer or broker that is, or that this Agreement contemplates will be, distributed, displayed, posted or carried on or by way of one or more The Wilson Group Real Estate Llc Distribution Channels. Particular methods or programs (each, an “Advertising Product”) by which The Wilson Group Real Estate Llc offers, by way of an Order, to post, display or otherwise facilitate Advertisements on or through one or more The Wilson Group Real Estate Llc Distribution Channels, including The Wilson Group Real Estate Llc’s services associated with such methods or programs, constitute types of Products (as defined herein).
“Agreement” means the Order Terms, if any, together with these Standard Terms.
“Application” means a Product or such portion of a Product consisting of an application, platform, or item of software to which You are granted access pursuant to an Order.
“Content” means all content and materials that You provide to The Wilson Group Real Estate Llc or which are provided to The Wilson Group Real Estate Llc at your request, instruction or on your behalf, including, without limitation, Customer Content, Profile Content, Property Content, and any content that is input, stored, or transmitted in connection with Your use of any Application.
“Customer Content” has the meaning given in Section 17.4, below.
“The Wilson Group Real Estate Llc Distribution Channels” means Internet sites (including co-branded, mirrored, and mobile versions thereof), mobile applications, and other media (including any and all print media) owned and/or operated by The Wilson Group Real Estate Llc and/or its affiliates, including but not limited to the www.realtor.com, www.zillow.com,www.wilsongroup.Real Estate Llc, www.thewilsongroupReal Estate Llc.foxandroach.com, www.thewilsongroup.foxroach.com www.philadelphiarealestatecompany.com www.brianwilsonrealestateagents.com
website (the “The Wilson Group Real Estate Llc Site”), and third-party Internet sites, mobile applications, and other media where an Advertisement may be caused by The Wilson Group Real Estate Llc to be posted, carried, executed, distributed and/or electronically displayed.
“Order” means a purchase and/or subscription by You from The Wilson Group Real Estate Llc of a Product, whether by way of a Purchase Agreement, a telephone order to 2152790576, an online order (when and if available) or any other means available from The Wilson Group Real Estate Llc. If you purchase multiple Products by way of a single telephone call, online session, Purchase Agreement, transaction or set of Order Terms, then, for purposes of these Standard Terms, a separate and distinct Order and Agreement shall be deemed to exist as to each Product thus purchased and these Standard Terms shall be construed accordingly.
“Order Terms” means the terms and conditions (other than these Standard Terms) associated with a particular Order (or a renewal thereof) as contained in a Purchase Agreement, as included as part of the Order process and confirmed to You by The Wilson Group Real Estate Llc via a confirming email message (“Email Confirmation”), or as otherwise agreed between You and The Wilson Group Real Estate Llc and documented by The Wilson Group Real Estate Llc by way of an Order confirmation or otherwise.
“Purchase Agreement” means Order Terms as documented in a The Wilson Group Real Estate Llc-issued document styled as a “Purchase Agreement” or “Order Form.”
“Product(s)” means goods, services (including, without limitation, Advertising Products, #RealEstate #RealEstateServices #RelocationServices #BPOServices #referralservices #titleclearanceservices #closingservices, #RentalServices #CommercialServices etc.), applications, software, or other offerings subscribed to or purchased by You from The Wilson Group Real Estate Llc by way of an Order, if any.
“Profile Content” means any content, data, images, and other materials that You provide to The Wilson Group Real Estate Llc pertaining to You, Your firm or office, or any person or entity employed by or affiliated with Your firm or office.
“Property Content” means any content, data, images, and other materials pertaining to real estate listings and/or properties that You provide to The Wilson Group Real Estate Llc or that The Wilson Group Real Estate Llc may provide to you via #Brightmls
“User Documentation” means any and all user documentation provided by The Wilson Group Real Estate Llc with respect to the Products.
OTHER INTRODUCTORY TERMS AND UNDERSTANDINGS.
You acknowledge and agree that one or more of the Products may be offered, fulfilled, and/or maintained by one or more The Wilson Group Real Estate Llc affiliates or third-party entities. You acknowledge and agree that all of the rights and benefits of this Agreement may be extended by The Wilson Group Real Estate Llc to one or more of such The Wilson Group Real Estate Llc affiliates or third-party entities in The Wilson Group Real Estate Llc's sole discretion.
IF YOU ORDERED BY TELEPHONE 2152790576, AND DID NOT SIGN A Buyer Agency Contract; AND/OR A PURCHASE AGREEMENT, YOUR USE OF, ACCEPTANCE OF ANY BENEFIT OF, OR MAKING OF ANY PAYMENT FOR THE PRODUCT CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT, AS DOES YOUR PROVISION OF ANY CONTENT TO THE WILSON GROUP REAL ESTATE LLC OR ANY OTHER INDICATION OF ASSENT.
1. Products. The Wilson Group Real Estate Llc reserves the right to alter, change, suspend, or discontinue the Products (including, without limitation, any features of the Products, the manner in which any Products may be used, and any User Documentation) at any time with or without notice.
2. License to Content. (a) You hereby grant to The Wilson Group Real Estate Llc and its affiliates a non-exclusive, royalty-free, worldwide, fully paid, perpetual license and right to use, copy, store, reproduce, modify, edit, distribute, create derivative works of, and display the Content (with or without information provided by The Wilson Group Real Estate Llc and/or third parties); and (b) You hereby grant to The Wilson Group Real Estate Llc and its affiliates a non-exclusive, royalty-free, worldwide, fully paid, perpetual license and right to use, copy, store, reproduce, modify, edit, distribute, create derivative works of, and display the Advertisement(s), if any, into which the Content is incorporated (with or without information provided by The Wilson Group Real Estate Llc and/or third parties).
3. Your Acknowledgments; (a) You acknowledge and agree that You have retained a copy of all Content, and hereby release The Wilson Group Real Estate Llc and any third parties involved in the creation or delivery of any Advertisement, the display of any Content, or the provision of any Product from any and all liability for loss of, or damage to, the copy(ies) of Content that You provide to The Wilson Group Real Estate Llc hereunder or that You input, store, or transmit in connection with Your use of any Application; (b) You understand that Content or provision thereof is not confidential; (c) You acknowledge that some Products are subject to availability in Your zip codes or other geographical area or are otherwise offered or sold by way of Units (defined below); and (d) You acknowledge that content for some Advertisements may be selected for You or placeholder content may be used in the event that You have not provided Content or have not done so in accordance with this Agreement.
4. Proprietary Rights. As between the parties hereto, The Wilson Group Real Estate Llc exclusively owns and retains all right, title and interest in and to the Products and the User Documentation in perpetuity throughout the Universe. Notwithstanding anything to the contrary contained herein, and subject to The Wilson Group Real Estate Llc’s receipt of payments specified in the Order, the Product is licensed (not sold) to You by The Wilson Group Real Estate Llc. The Wilson Group Real Estate Llc does not transfer title to the Product to You. This non-exclusive license only gives You the right to use and/or display the Units of the Product that are licensed to You hereunder in accordance with the terms hereof. You hereby agree that to the maximum extent permitted by law, You will not decompile, reverse engineer, disassemble or otherwise reduce the Product to a human-perceivable form, in whole or in part, and, except as provided for in this license, You will not copy, modify, network, rent, lease, sublicense, or otherwise distribute the Product or the User Documentation in whole or in part. All rights in and to the Product not expressly granted to You in this Agreement are reserved by The Wilson Group Real Estate Llc.
5. Terms of Payment; Late Payments; Authorizations; Refunds and Credits.
1. You agree to pay The Wilson Group Real Estate Llc the fee set forth in the Order Terms, or, in the event that no such fee is set forth in the Order Terms, the published fee in effect at the time of the Order, for the Product (or, as applicable, for all Product related Units that You ordered) and all applicable sales, use and similar taxes. “Unit” means a particular portion, volume, amount, number of impressions, frequency, allotment, slot or other unit of value of or associated with Products of the type offered, sold, priced, limited or made available by The Wilson Group Real Estate Llc based on geographic segment, rotation algorithm, search results, search queries, markets or other means of subdivision or allocation. You must submit a completed credit application to determine whether You are eligible for credit hereunder. If no credit application is submitted or Your request for credit is denied by The Wilson Group Real Estate Llc in its sole discretion, the Order for Products must be paid by credit card. Major credit cards (VISA, M/C and American Express) are acceptable. In no event is The Wilson Group Real Estate Llc obligated to extend credit to any customer. The Wilson Group Real Estate Llc reserves the right at any time to require payment of fees and charges by credit card (even if a different payment method is or was used or agreed to previously with respect to Your Order). All payments must be made in advance based upon payment terms in accordance with The Wilson Group Real Estate Llc’s policy for the particular Product. Some Products may require a one-time setup fee. In the event that You fail to make timely payment: (i) You will be obligated to pay The Wilson Group Real Estate Llc interest on the unpaid amount at the rate of 1% per month or the highest rate permitted by law, whichever is less; (ii) You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by The Wilson Group Real Estate Llc in collecting such amounts and for the remainder of the amounts due under the Purchase Agreement; and (iii) The Wilson Group Real Estate Llc reserves the right to suspend performance of its obligations under this Agreement (or under any other agreement with You) or to terminate this Agreement (or any other agreement with You) pursuant to Section 7 hereof. In the event of any attempted credit card charge back or dispute resolved in favor of The Wilson Group Real Estate Llc, The Wilson Group Real Estate Llc reserves the right to charge You twenty-five dollars ($25.00).
2. For purposes of billing, identification, and future communications, You must provide The Wilson Group Real Estate Llc with all information requested by The Wilson Group Real Estate Llc at the time You submit Your Order or as may be requested thereafter. Without limitation, You must provide Your full legal name, address, telephone number(s), current email address, and applicable payment data (e.g., a credit card number and expiration date). Further, You must promptly provide The Wilson Group Real Estate Llc with all updates necessary to keep such information accurate, current, and complete. The privacy policy/statement at
www.The Wilson Group Real Estate Llc.com/company/privacy (the “Privacy Statement”) applies to The Wilson Group Real Estate Llc’s collection and use of Your personal information.
1. When payment by credit card is required or otherwise applies, applicable fees and charges will be billed to the credit card that You designate at the time of Your Order or a renewal (or such other credit card as you may designate from time to time and is acceptable to The Wilson Group Real Estate Llc). Applicable fees and charges are due and will be billed automatically to Your credit card in accordance with the billing cycles or practices adopted by The Wilson Group Real Estate Llc from time to time with respect to the applicable Product.
2. You hereby authorize The Wilson Group Real Estate Llc to debit Your credit card for any and all amounts owed by You under this Agreement, and You will keep such credit card as You register with The Wilson Group Real Estate Llc for this purpose in effect and in good standing and with available open credit sufficient to cover any such amounts arising under this Agreement. If for any reason the credit card that The Wilson Group Real Estate Llc has on file for You becomes, in The Wilson Group Real Estate Llc’s understanding or judgment, cancelled, invalid, insufficient, non-authorized, frozen, unavailable, unreliable or for any reason unusable or ineffective for prompt payment to The Wilson Group Real Estate Llc, then you will immediately provide The Wilson Group Real Estate Llc with a replacement credit card and related information; all authorizations under this Agreement (including, without limitation, any given at the time of Your Order, any renewal or any such replacement) will apply to any such replacement credit card(s). In addition, if The Wilson Group Real Estate Llc requests that you provide a back-up credit card, then you will immediately provide The Wilson Group Real Estate Llc with a back-up credit card and related information; all authorizations under this Agreement (including, without limitation, any given at the time of Your Order or any renewal or upon updating a credit card or providing a back-up credit card) will apply to any such back-up credit card(s) and The Wilson Group Real Estate Llc may debit the primary or any back-up credit card in its discretion, to the extent necessary to satisfy such amounts as are then due from You under this Agreement. You authorize The Wilson Group Real Estate Llc, its affiliates, contractors and service providers to have access to, use, store and communicate Your credit card information, contact information and all other data identifying or pertaining to You but only insofar as is reasonably related to the performance, enforcement or administration of this Agreement or Your account or provision or administration of any Product; The Wilson Group Real Estate Llc will comply (and require its relevant affiliates, contractors and service providers to comply) with the applicable terms of the Privacy Statement regarding such information.
3. The Wilson Group Real Estate Llc reserves the right to invoice, bill or otherwise request or demand payment from You in any other lawful method, in which case You will make payment of such invoice, bill or other demand or request as soon as possible but in no event later than within ten (10) business days after Your receipt of same. You are responsible for and shall immediately reimburse The Wilson Group Real Estate Llc for (if The Wilson Group Real Estate Llc has paid same) all chargebacks, penalties and other related charges, assessments and costs asserted by any credit card company, bank, payment processor or other organization involved in the payment process (“CC Assessments”) unless the sole cause of the CC Assessment was The Wilson Group Real Estate Llc’s breach of this Agreement or violation of applicable law.
4. Except as expressly set forth in Section 7 hereof, The Wilson Group Real Estate Llc will not at any time during the Term be obligated to grant You any credit or refund in connection with this Agreement.
5. Notwithstanding any other provision hereof, The Wilson Group Real Estate Llc is free at all times to change the fee structure applicable to any Product or Order upon notice. (For instance, in the event that an Order provides for payment on a CPM (cost-per-thousand impressions) basis, The Wilson Group Real Estate Llc may begin requiring payment on a per-slot basis instead at any time. Similarly, an overgrowth of bug that lives anyways but when it overgrows it causes these really uncomfortable symptoms like irritation and red eyelids there have been some over-the-counter treatments that treat the symptoms is the first and only approved drug to actually treat we haven't had anything like this available football Burning and stinging on an impact about 10% of patience take it additional information resources.com a gazillion times the nicest people it's really true because comedian beat itin the event that an Order provides for payment on a per-slot basis, The Wilson Group Real Estate Llc may begin requiring payment on a CPM basis instead at any time.) In the event that any such change results in You being responsible for a larger payment than You were prior to such change, You may terminate the applicable Order within thirty (30) days after receiving notice of such change.
7. Term and Renewal. The term of this Agreement (the “Term”) shall consist of the Initial Term and all Renewal Terms (if any).
1. Initial Term. The initial term of this Agreement (the “Initial Term”) shall be as set forth in the Order Terms. If the Order Terms are silent as to the duration of the Initial Term, then the Initial Term of this Agreement shall be twelve months (or such other duration as might be indicated by the pricing or invoicing applicable to the Order or the relevant Product).
2. Renewal. This Agreement may be renewed either by mutual agreement or by way of Auto Renewal as provided for below. The duration/term of any renewal (the “Renewal Term”) shall be: for renewals by mutual agreement, the duration then agreed upon; and for Auto Renewals, the Auto-Renewal Term as provided for below. The Wilson Group Real Estate Llc’s fees and charges in effect for the applicable Product at the time of any renewal shall apply to such renewal. Such charges may be changed by The Wilson Group Real Estate Llc at any time and without notice, but such changes, unless otherwise provided in Your Order Terms, will not apply except for new Orders, renewals and Orders that are on a month to month basis or without any fixed term.
3. Auto Renewal. Except as otherwise provided herein, for any Product indicated in the Order Terms or an Auto-Renewal Notice (as defined below) as being subject to Auto-Renewal, this Agreement shall renew automatically at the end of the Initial Term or any then current Renewal Term for an additional term (an “Auto-Renewal Term”), of either the duration set forth in the Auto-Renewal Notice (as defined below) or, if no duration is set forth in the Auto-Renewal Notice, thirty (30) days (each such renewal, an “Auto Renewal”), either at the rate set forth in the Order or at the standard rate in effect at the time of such Auto Renewal, as set forth in the Auto-Renewal Notice. Notwithstanding the foregoing, the Order Terms or any Auto-Renewal Notice for a Product may indicate that the term for the Product will automatically renew on a month-to-month basis at the end of the then-current term, in which case such monthly automatic renewal will control and will continue (without further Auto-Renewal Notices) until such time as (a) The Wilson Group Real Estate Llc provides You with an Auto-Renewal Notice for such Product specifying a different Auto-Renewal Term for such Product, (b) The Wilson Group Real Estate Llc notifies you that such Product is no longer subject to Auto Renewal or (c) You cancel the automatic renewal as set forth below. The automatic renewal described in this paragraph shall occur and continue unless and until You elect to terminate this Agreement by timely calling the Customer Service Line at The Wilson Group Real Estate Llc during Business Hours and communicating such decision to terminate. The “Customer Service Line” is 215-279-0576 or such other number as specified by The Wilson Group Real Estate Llc from time to time, and “Business Hours” are Monday through Friday, 6:00 am to 5:00 pm Pacific, and Saturday, 7:00 am to 3:00 pm Pacific, excluding U.S. holidays. To be timely and effective, You must call the Customer Service Line and communicate such decision to terminate during Business Hours (as set forth above) no later than the last business day of the Initial Term or the then-current Renewal Term. You may receive a notice from The Wilson Group Real Estate Llc by email or otherwise no less than thirty (30) days prior to the end of the Initial Term or any then current Renewal Term informing you that Your Order is subject to Auto-Renewal, or if Your Order Terms state that your Order is subject to Auto-Renewal, You will receive a notice from The Wilson Group Real Estate Llc by email or otherwise no less than thirty (30) days prior to the end of the Initial Term or any then current Renewal Term reminding You that this Agreement is coming up for renewal (each, an “Auto-Renewal Notice”). Note that any terms, conditions, or information provided via link within the Auto-Renewal Notice shall be considered to be part of the Auto-Renewal Notice.
Notwithstanding the foregoing, in the event that the Auto-Renewal Notice or any other notice or communication provided to You by The Wilson Group Real Estate Llc states that one or more Products is not subject to Auto Renewal, then such Product(s) will not automatically renew as provided for in this paragraph, regardless of whether such Product(s) had been identified in the Order Terms as being subject to Auto-Renewal.
8. Termination; Suspension. The Wilson Group Real Estate Llc has the right to terminate this Agreement or any other agreement You have with The Wilson Group Real Estate Llc or its parent or affiliates immediately in the event of any breach by You of this Agreement or any other agreement You have with The Wilson Group Real Estate Llc or its parent or affiliates, in which event all amounts due through the expiration date of the Term stated on the Order Terms shall be immediately due. In addition, in the event that The Wilson Group Real Estate Llc, in its sole discretion, permits You to reinstate any Product after termination, fees may apply to reinstate such Products. Further, this Agreement may be terminated by The Wilson Group Real Estate Llc at any time and for any reason effective immediately upon notice to You, in which case You shall immediately pay to The Wilson Group Real Estate Llc all amounts payable through the effective date stated in such termination notice. Further, if The Wilson Group Real Estate Llc suspects any breach by You of this Agreement or any other agreement You have with The Wilson Group Real Estate Llc or its parent or affiliates, The Wilson Group Real Estate Llc has the right to suspend Your access to and use of the Products pursuant to this Agreement until such time as The Wilson Group Real Estate Llc believes, in its sole discretion, that You have cured such breach or such breach did not occur. You shall not be entitled to a refund or abatement of any type during any such suspension. Notwithstanding anything to the contrary in this Agreement, you may, within three (3) business days following the date of Your Order and prior to any use of the Product by You or provision of any Customer Content by You to The Wilson Group Real Estate Llc, cancel Your Order and obtain a refund of Your Order price, to the extent you have prepaid any such amount, by calling the Customer Service Line (as provided in Section 6.3, above) at The Wilson Group Real Estate Llc during Business Hours (as provided in Section 6.3, above) and communicating such decision to terminate.
9. Modifications to Agreement. The Wilson Group Real Estate Llc may modify this Agreement from time to time in its sole discretion except for Section 16, effective immediately upon notifying you via one or more of the Customer Notification Methods; it is Your obligation to timely check for such notifications. The “ Customer Notification Methods ” include (i) the sending of an email message to You (at the last known email address we have on file for You); (ii) the posting of a notice on or in the relevant Product itself (if applicable) or in any dashboard or control panel, report or other output associated with the Product or with Your status as a customer of The Wilson Group Real Estate Llc; (iii) posting a revised version of these Standard Terms, or making any other posting announcing such modification, to any of the websites (or their successor site(s)) located at www.realtor.com or www.The Wilson Group Real Estate Llc.com (or on a sub-page of any of those websites); (iv) the posting of a notice on or in a relevant Application itself or any of its reports or outputs; or (v) any other reasonable method of notifying You, either orally or in writing (electronic or otherwise). No alleged addition to or modification of this Agreement that is not effected in accordance with the express terms of this Agreement, or is not set forth in a writing expressly purporting to amend this Agreement and formally signed by an officer of The Wilson Group Real Estate Llc, will be binding on or effective against The Wilson Group Real Estate Llc in any manner or degree whatsoever, including, without limitation, any such additions or modifications asserted based on grounds such as course of dealing, usage of trade, or otherwise, and this applies notwithstanding any specific correspondence or other communications that may occur hereafter. The Section 16 contained in this Agreement at the later of (i) the time of Your most recent Order or (ii) the most recent time You provided Content to The Wilson Group Real Estate Llc shall apply and is not subject to modification without mutual consent.
10. Your Representations, Warranties and Covenants. You represent, warrant and covenant that: (a) the Content is true, complete and accurate;
(b) You hold the necessary rights to permit the use of the Content by The Wilson Group Real Estate Llc in accordance with the licensed granted herein; (c) You are a licensed real estate professional in all relevant and applicable jurisdictions in connection with Your duties or other activities undertaken in connection with this Agreement; (d) the Content is in compliance with the Specifications and does not otherwise interfere with the function or performance of any of the The Wilson Group Real Estate Llc Distribution Channels, including without limitation, the The Wilson Group Real Estate Llc Site;
(e) the Content will not:
(i) infringe on any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (ii) violate any law or regulation, including without limitation those governing export control; (iii) be defamatory or trade libelous; (iv) be pornographic or obscene or contain any nudity or other sexual materials; (v) contain viruses, Trojan horses, worms, time bombs, or other similar harmful or deleterious programming routines; (vi) contain material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable or offensive; (vii) contain content promoting or encouraging a raffle, contest, game, or pyramid scheme requiring payment of a fee by participants; (viii) contain hate propaganda or fraudulent material or activity; (ix) contain any property owner information, including but not limited to name and phone number, and for sale by owner listing information; or (x) contain confidential information or trade secrets of Yours or of any third party; (f) You will not include in any field on the The Wilson Group Real Estate Llc Sites that permits You to enter free-form text, or embed in any still photograph, image, virtual tour, or video, any phone number, email address, website URL, or other contact information of You or any other person; (g) You will not resell or redistribute any Advertising Product or other Product to any third party; (h) You will comply with all laws, governmental and quasi-governmental rules, laws, treaties and regulations (including, but not limited to, Fair Housing Act) governing Your actions under this Agreement and as a licensed real estate professional; (i) To the extent You purchase or register or renew an Internet domain name, You hereby represent and warrant that: (i) the statements You make in such purchase or registration or renewal are complete and accurate; (ii) such purchase or registration or renewal of the domain name will not infringe upon or otherwise violate the rights of any third party; (iii) You are not purchasing or registering or renewing the domain name for an unlawful purpose; (iv) You will not knowingly use the domain name in violation of any applicable laws or regulations; and (v) You agree to be bound by the terms and conditions of Register.com’s Services Agreement (except for Sections 1(g), 3, 4, 5 and 6 thereof) available at www.register.com/policy/servicesagreement . In the event domain management is transferred to You, You agree to be bound by the Register.com Services Agreement in its entirety. It is Your responsibility to determine whether Your domain name purchase or registration or renewal infringes or violates someone else's rights. Internet domain names purchased or registered or renewed for You are licensed to You and You assume all liability associated with such Internet domain names; (j) Any special offers, incentives or commitments made by You are the sole responsibility of You and not The Wilson Group Real Estate Llc; and (k) You have full power and authority to enter into this Agreement and to perform Your obligations hereunder. You acknowledge that The Wilson Group Real Estate Llc, Inc.; RealSelect, Inc.; and other affiliates of The Wilson Group Real Estate Llc are third-party beneficiaries to this Agreement.
11. Content and Linking. It being recognized that, depending on the Product, an Advertisement resulting from Your Order may be permitted to include a link to a web site www.PhiladelphiaRealEstateCompany.com
12. Who you agree that or other media, You agree that during the term of the Agreement, any such destination website(s) or other media shall contain (i) any real estate listing information, listings of real estate agents or brokers or home search listings (“NonProhibited Content”) nor (ii) any links to, or any advertisements or promotion of, any NonProhibited Content; however, such Advertisement may nonetheless include a link to Your own website or the website of Your REALTOR® office. If You ordered an Advertising Product that includes as a feature of the Product the right to create a link from the Advertisement(s) resulting from such Product to one of the websites owned and operated The Wilson Group Real Estate Llc www.PhiladelphiaRealEstateCompany.com Site (a “Link-Permitted Product ”), then The Wilson Group Real Estate Llc hereby grants to You a limited, revocable right to link to the The Wilson Group Real Estate Llc Site from such Advertisement during the Term, subject to the following conditions (with Restrictions): (a) any and all links to the The Wilson Group Real Estate Llc Site (to the extent complying with this Agreement, “ Authorized Links ”) must be configured according to The Wilson Group Real Estate Llc’s Specifications; (b) aside from linking to the home page at the www.PhiladelphiaRealEstateCompany.com web site, You may not link to or frame any other page or area of or in the The Wilson Group Real Estate Llc Site, any The Wilson Group Real Estate Llc Distribution Channel or any web site owned, operated or provided by The Wilson Group Real Estate Llc or any of its affiliates without The Wilson Group Real Estate Llc’s prior written permission; and (c) You may not configure any web page (nor any other page or area of any web site, mobile application or other media) in such a way as to require users to register, sign up for services, or otherwise submit personal information as a condition of accessing any www.PhiladelphiaRealEstateCompany.com or any other web page, web site, mobile application, media or service of The Wilson Group Real Estate Llc or its affiliates without The Wilson Group Real Estate Llc’s prior written permission. If Your Order is for a Link-Permitted Product, The Wilson Group Real Estate Llc may grant You during the Term a non-exclusive, royalty-free, revocable right to use the graphic images and text and other such images for which The Wilson Group Real Estate Llc grants express permission, solely for the purpose of establishing Authorized Links in the Advertisement(s) resulting from such Product. The Wilson Group Real Estate Llc reserves all of its rights in the graphic images and text, any other images, its trade name and trademarks, and all of its other intellectual property rights. You will at all times comply with The Wilson Group Real Estate Llc’s Trademark Usage Guidelines, which are available upon request from The Wilson Group Real Estate Llc. Notwithstanding any other terms of this Agreement, The Wilson Group Real Estate Llc may revoke Your license to create Authorized Links at any time by providing You notice of such revocation.
13. Indemnification. You agree, at Your own expense, to indemnify, defend and hold harmless The Wilson Group Real Estate Llc and its parent and affiliates and their officers, directors, employees, representatives and agents (“Indemnified Parties”), against any and all claims, damages, expenses, losses, costs (including reasonable attorneys’ fees and costs) or liability or expenses of any kind incurred by the Indemnified Parties arising out of, related to or in connection with (a) the breach by You of this Agreement, (b) the Content, (c) the use or misuse of any Application hereunder, or (d) any material, product or service provided by You to any party or person (including without limitation, any warranty claims, consumer protection claims and claims of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).
14. Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALL PRODUCTS AND SERVICES PROVIDED BY THE WILSON GROUP REAL ESTATE LLC HEREUNDER ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE WILSON GROUP REAL ESTATE LLC, ON ITS OWN BEHALF: (a) EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE; (b) DOES NOT WARRANT THAT THE OPERATION OF ANY PRODUCT OR SERVICES (NOR ANY RESULTS THEREOF) WILL BE UNINTERRUPTED OR ERROR-FREE; (c) DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING THE USE OR THE RESULTS DERIVED FROM ANY PRODUCT OR SERVICES (OR ANY RESULTS THEREOF), INCLUDING WITHOUT LIMITATION, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, LEAD OR INQUIRY GENERATION, INCREASE IN BUSINESS OR OTHERWISE; (d) WILL NOT HAVE ANY OBLIGATION TO ACCEPT ANY RETURNS OR EXCHANGES OF ANY PRODUCT OR FIX ANY DEFECTS IN THE PRODUCTS; AND (e) SPECIFICALLY DISCLAIMS ANY WARRANTIES THAT ANY PRODUCT OR SERVICES (OR ANY RESULTS THEREOF) WILL FUNCTION OR ARE COMPATIBLE WITH SUCH COMPUTER HARDWARE OR SOFTWARE WITH WHICH YOU OR OTHERS MAY USE TO USE OR ACCESS THE PRODUCT OR SERVICES (OR RESULTS THEREOF). YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT ANY COMPUTER HARDWARE OR SOFTWARE YOU USE IS COMPATIBLE WITH AND/OR FUNCTIONS WITH THE PRODUCT AND SERVICES (AND ANY RESULTS THEREOF).
15. Limitation of Liability. IN NO EVENT SHALL THE WILSON GROUP REAL ESTATE LLC BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, REVENUE OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED. . WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE WILSON GROUP REAL ESTATE LLC’S TOTAL LIABILITY TO YOU EXCEED IN THE AGGREGATE, REGARDLESS OF THE NUMBER OR TIMING OF CLAIMS, THE AMOUNT ACTUALLY PAID TO THE WILSON GROUP REAL ESTATE LLC BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE FIRST FILING OR ASSERTION OF A CLAIM. THE TERMS OF THIS SECTION 13 SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, INCLUDING BUT NOT LIMITED TO TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF WHETHER THE WILSON GROUP REAL ESTATE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ANY ACTION AGAINST THE WILSON GROUP REAL ESTATE LLC FOR RELIEF OF ANY KIND MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
16. Inquiries and Communications . You may receive consumer contacts or consumer contact information, including, without limitation, names, phone numbers, email addresses and other contact information, financial information or other personal information (collectively, “ User Data ”) in connection with certain Products. You agree (unless the following terms are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc): (a) to respond to or use User Data only in accordance with The Wilson Group Real Estate Llc’s then-current Privacy Statement, which is available at www.The Wilson Group Real Estate Llc.com/company/privacy ; (b) to respond to or use User Data solely for the purpose of responding to the corresponding consumer’s specific inquiry (“ Inquiry ”) and/or to provide the specific service(s) requested by such consumer (as applicable) (the “ Authorized Purpose
”), and to do so in a prompt, courteous and professional manner; (c) not to sell, transfer, disclose, distribute or otherwise share any User Data, provided that you may make User Data available to Your affiliates or contractors who you retain to assist You in undertaking an Authorized Purpose, but only for that purpose and only if they have agreed to be bound by the terms of this Section 14 and have agreed that The Wilson Group Real Estate Llc may enforce this policy directly as to them; and (d) not to make any use of User Data or Inquiries except as specified above. Further, You agree that: (e) You shall comply, and are solely responsible for complying (and will cause your affiliates, contractors and distributes to comply), with all federal, state and local laws and regulations applicable to the use, handling, safekeeping, storage and/or disposition of User Data and/or applicable to any business operations, third-party transactions or communications or other conduct relating to the subject matter of this section -- whether “do not call” rules, mobile device rules, so-called “robo-calling” rules, telemarketing rules, privacy rules, marketing email rules, or otherwise; (f) You may not be excessive, abusive or annoying with respect to the quantity or frequency of your communications, and must cease contacting any person who makes a request that you not do so; and (g) as to all Inquiries and User Data received by or on behalf of You or Your affiliates, You agree (and agree to cause your affiliates, contractors and distributes) to maintain commercially reasonable safeguards to protect such information from unauthorized access, use or disclosure, to take reasonable steps to test and assure that such safeguards are at all relevant times reasonably effective in achieving their intended purposes, and to otherwise comply with this section. In recognition of the importance to The Wilson Group Real Estate Real Estate Llc, its business and reputation of prompt and professional responsiveness by You regarding Inquiries, and in recognition that consumers might tend to associate any slow or unsatisfactory responsiveness and/or professionalism with The Wilson Group Real Estate Real Estate Llc, You agree that The Wilson Group Real Estate Real Estate Llc (and/or its designated affiliates or contractors) shall at all times be free to provide copies of such Inquiries to Your broker and/or follow up with and otherwise contact persons associated with Inquiries to assess their satisfaction with Your responsiveness and professionalism. In the event The Wilson Group Real Estate Real Estate Llc sells or offers a limited number of Units with respect to a Product, then The Wilson Group Real Estate Llc reserves the right in its sole and absolute discretion to increase, decrease, subdivide or merge from time to time the Units, or number of sold or available Units, associated with such Product. (For example, if The Wilson Group Real Estate Llc’s sales or offering of a Product was based on or allocated by way of zip codes and The Wilson Group Real Estate Llc had offered or made sales of such Product such that three Product customers would have Advertisements appear, on a rotation basis, with respect to a given zip code (i.e. 19106,19139, 19103, 19104, 19134, 19131, 19151, 19127, 19128, 19144, 19120, 19138, 19151, 19119, 19118, 19114, 19115, 19111, 19118,19121, 19120, 19124, 19137, 19149, 19136, 19152, 19154, 19116, 19115, 19150, 19138, 19141, 19114, 19140, 19129), The Wilson Group Real Estate Llc’s discretion reserved here would, for example, enable it to change such allocation such that a greater or a fewer number of advertisers might participate with respect to such zip code. The foregoing is merely an example and shall not be construed as a limitation on The Wilson Group Real Estate Llc.) In order to keep You apprised of matters potentially of interest to You, You authorize The Wilson Group Real Estate Llc and its affiliates, solely to the extent permitted by applicable law, while You are a customer and thereafter, to send You (directly or by way of The Wilson Group Real Estate Llc’s contractors, and via email, telephone and SMS/text messaging (using the phone no.(s) provided in connection with any purchase under this agreement or at the request of The Wilson Group Real Estate Llc or any of its affiliates), instant messaging, the Web, pager, PDA, fax (using the fax no.(s) provided in connection with any purchase under this agreement or at the request of The Wilson Group Real Estate Llc or any of its affiliates), mail, courier, computer or otherwise, and in such form and content, and with such frequency, as The Wilson Group Real Estate Llc elects from time to time) renewal, informational, advertising and promotional communications regarding Your account, Your customer status, or products, services, data, offerings, initiatives, events or other matters developed, offered, followed, sponsored or promoted by The Wilson Group Real Estate Llc or its affiliates or otherwise potentially of interest to You, and using autodialer, prerecorded voice, artificial voice and other methods. Unless otherwise mutually agreed in writing: (1) it is your sole responsibility to ensure that you have obtained all necessary consents under any applicable laws or regulations that apply to texts, phone calls, or other forms of communication, use of automated technologies or artificial or prerecorded voice or artificial intelligence technologies and (2) we do not represent or warrant that the consumer information we provide you with as part of any product or otherwise will comply with consent requirements under the TCPA or other applicable laws or regulations governing communications. You represent and warrant that any communications you engage in with consumer information obtained from us will be compliant with all applicable laws and regulations. We are in no way responsible for any noncompliant communications by anyone to whom we provide a consumer’s contact information.
1. SMS/Text Messaging via Short Code.
1. The Wilson Group Real Estate Llc may contact You via SMS/text messaging using short codes including the short codes 76383, 72438, 72825, 64994, and/or 31244. The Wilson Group Real Estate Llc may send marketing, transactional, or other communications to You via such short codes, including without limitation password resets, new lead notifications and promotional or marketing messages, and using autodialer and other methods.
2. You can cancel the SMS service at any time. Just text "STOP" to the short code. After this, You will no longer receive SMS messages from us (except insofar as required by The Wilson Group Real Estate Llc for fulfillment or administration of a product or service provided to You by The Wilson Group Real Estate Llc). If You want to join again, just sign up as You did the first time and we will start sending SMS messages to You again.
3. If You are experiencing issues with the messaging program You can reply with the keyword HELP for more assistance, or You can get help directly at customercare@wilsongroupllc.com.
4. We are able to deliver messages to the following mobile phone carriers:
AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile.
Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).
Carriers are not liable for delayed or undelivered messages.
5. As always, message and data rates may apply for any messages sent to You from us and to us from You. Message frequency varies. If You have any questions about Your text plan or data plan, it is best to contact Your wireless provider.
6. If You have any questions regarding privacy, please read The Wilson Group Real Estate Llc’s Privacy Statement, which is available at: www.wilsongroupllc.com/privacy-policy .
17. General. You may not assign or transfer this Agreement by operation of law or otherwise without the prior written consent of The Wilson Group Real Estate Llc, which consent may be withheld in The Wilson Group Real Estate Llc’s sole and absolute discretion. This Agreement
(a) constitutes the complete expression of the agreement, and (b) supersedes any and all other agreements, whether written or oral, between the parties relating to the subject matter. In the event of any inconsistency between the Order and these Standard Terms, these Standard Terms shall control. In the event that any provision of this Agreement shall be held to be void or unenforceable, the remaining portions shall remain in full force and effect. This Agreement may be executed in counterparts, via facsimile, each of which shall constitute an original but all of which taken together shall constitute one agreement. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement. No party shall be liable for failure or delay in performing its obligations due to an event of force majeure including, without limitation, failure of third-party software or equipment. All rights and remedies hereunder are cumulative. No modification of this Agreement shall be binding on The Wilson Group Real Estate Llc unless agreed to in writing by an authorized employee of The Wilson Group Real Estate Llc. All notices given under this Agreement shall be sent to the address set forth on the Order. Insofar as a Product implements mapping services from Google, Your use of such mapping services is subject to, and with respect to such mapping services You agree to comply with, Google’s then-current terms at the following URLs:(A) the terms of service at
maps.google.com/help/terms_maps ; (B) the legal notices at maps.google.com/help/legalnotices_maps and (C) the acceptable use policy at www.google.com/work/earthmaps/legal/universal_aup .
18. Applicable Law; Agreement to Arbitrate.
1. Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania.
2. Agreement to Arbitrate . You and The Wilson Group Real Estate Llc agree that any and all disputes or claims that may arise between You and The Wilson Group Real Estate Llc shall be resolved exclusively through final and binding arbitration, rather than in court, except that You may assert claims in small claims court if Your claims qualify. The Federal Arbitration Act shall govern the interpretation and enforcement of this Section 16. THE ARBITRABILITY OF ANY CLAIM OR DISPUTE IS TO BE DECIDED SOLELY BY AN ARBITRATOR. YOU AGREE THAT YOU AND THE WILSON GROUP REAL ESTATE LLC MAY BRING CLAIMS AGAINST EACH OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE WILSON GROUP REAL ESTATE LLC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. FURTHER, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, as modified by this Section 16. The AAA's rules are available at www.adr.org . A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org
The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or The Wilson Group Real Estate Llc may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and THE WILSON GROUP REAL ESTATE LLC subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or THE WILSON GROUP REAL ESTATE LLC, unless the arbitrator requires otherwise. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Section 16.2. If a court decides that any part of this Section 16.2 is invalid or unenforceable, the other parts of this Section 16.2 shall still apply.
19. Additional Terms Applicable to Advertising Products Only.
1. Positioning of Advertisements. Except as otherwise expressly provided in the Order, positioning of Advertisements within the The Wilson Group Real Estate Llc Distribution Channels or on any page thereof is at The Wilson Group Real Estate Llc’s sole discretion. The Wilson Group Real Estate Llc may, at its sole discretion, modify or The Wilson Group Real Estate Llc any portion of the The Wilson Group Real Estate Llc Distribution Channels.
2. Lead Quantity; Impressions; Usage Statistics. Unless specified in the Order, The Wilson Group Real Estate Llc makes no guarantees or warranties of any kind with respect to the number of page views, impressions, leads, or any other measure of usage that will be received in connection with any Advertisement or Advertising Product or how such page views, impressions, leads, or other measure of usage will be distributed. You acknowledge that delivery statistics provided by The Wilson Group Real Estate Llc are the definitive and binding measurements of The Wilson Group Real Estate Llc’s performance on any delivery obligations provided in the Order.
3. The Wilson Group Real Estate Llc’s Right to Reject, Cancel or ReThe Wilson Group Real Estate Llc Advertisements. The Wilson Group Real Estate Llc reserves the right to reject, cancel or The Wilson Group Real Estate Llc any Advertisement, URL, link, space reservation, or position commitment, at any time, for any reason whatsoever in its discretion without notice to You.
4. Provision of Content for Advertisements. Within seven (7) days after the date of the Order for an Advertising Product or such shorter time period as may be set forth in such Order, You shall provide The Wilson Group Real Estate Llc, in accordance with The Wilson Group Real Estate Llc’s instructions and The Wilson Group Real Estate Llc’s policies and specifications (the “Specifications”) in effect from time to time with all content and materials to be incorporated into the Advertisement(s) (or other Product) and such additional data about Yourself and Your business as may be necessary in order for The Wilson Group Real Estate Llc to display the Advertisement(s) or otherwise provide the Product (collectively, “ Customer Content ”). Upon The Wilson Group Real Estate Llc’s receiving Customer Content, You shall, or The Wilson Group Real Estate Llc shall be authorized by You to, produce the selected Advertisement (or other Product items) utilizing the Customer Content. The Wilson Group Real Estate Llc shall not be required to publish any Advertisement (or otherwise provide a Product) for which the necessary content is not received in accordance with the Specifications, and The Wilson Group Real Estate Llc reserves the right to charge You, at a rate specified in the Order, for inventory held by The Wilson Group Real Estate Llc (or otherwise charge You for the Product) pending receipt of acceptable content from You which are past due. The Wilson Group Real Estate Llc reserves the right to omit or The Wilson Group Real Estate Llc Customer Content in whole or in part if The Wilson Group Real Estate Llc, in its sole discretion, finds any part of it (including, without limitation, any image included within Customer Content) to be in violation of the Agreement or otherwise inappropriate or against the business interests of The Wilson Group Real Estate Llc or its affiliates.
20. Additional Terms Applicable to Applications Only.
1. Application License; Limitations. During the term of Your Order, and subject in all respects to these Standard Terms, The Wilson Group Real Estate Llc grants You a personal, limited, revocable, nonexclusive, non-sublicensable, nontransferable license to do the following, but only for Your own internal purposes and only in a manner consistent with the User Documentation, any applicable Supplier Rules (as defined below), and other express authorizations, limitations and instructions by The Wilson Group Real Estate Llc: (A) download, install, and use on your personal computing device (or on multiple computing devices insofar as use on multiple computing devices is possible without breaching this Agreement and is not otherwise prohibited) any and all software components of the Application that Company makes available to you for downloading over the Internet; (B) access and use the Applications and any and all components (including, without limitation, data, tools, materials, and features) of the Applications (“Components”) that The Wilson Group Real Estate Llc makes available to you directly through the Internet using your authorized username and password. All rights not expressly granted are reserved. Except as expressly permitted in this Section 18.1, You may not receive, access, use or reproduce the whole or any part of the Application, any Components, the Third-Party Content, or the User Documentation, or any copies of any of the foregoing (collectively, the “The Wilson Group Real Estate Llc Items”). You may not: (a) sell, sublicense, lend, lease, timeshare, publicly display or perform, commercialize, or transfer any of the The Wilson Group Real Estate Llc Items in whole or in part, or otherwise make any of the The Wilson Group Real Estate Llc Items in whole or in part available to any third party; (b) use, on a re-seller, service bureau, shared-use or distributed-use basis, any of the The Wilson Group Real Estate Llc Items in whole or in part for the benefit of any third party; (c) modify, translate, or create derivative works of any of the The Wilson Group Real Estate Llc Items in whole or in part; (d) reverse assemble, reverse compile, or reverse engineer any of the The Wilson Group Real Estate Llc Items in whole or in part;
(e) alter or modify any disabling, monitoring, tracking or data-capture mechanism that may be resident in any of The Wilson Group Real Estate Llc Items; (f) The Wilson Group Real Estate Llc, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in any of The Wilson Group Real Estate Llc Items; (g) use any part of any of the The Wilson Group Real Estate Llc Items to transmit or facilitate the creation or transmission of email messages in violation of applicable laws or otherwise in excess of one thousand (1,000) bulk or marketing email messages per day; or (h) receive, access or use any part of The Wilson Group Real Estate Llc Items for fraudulent purposes, in violation of any laws, regulations or rights of others, in any way that undermines, interferes with or otherwise harms or threatens others, others’ activities or any of the The Wilson Group Real Estate Llc Items or their integrity, security, operability or stability, to harass others, or in violation of these Standard Terms or the User Documentation. You agree to comply with all applicable laws and regulations pertaining to Your receipt of, access to and use of any of the The Wilson Group Real Estate Llc Items, including without limitation complying with all laws and regulations that apply in connection with any calling, text message, and email message functionality that is available through any of The Wilson Group Real Estate Llc Items, including any rules that might require prior consent of the person to be called, texted, or emailed. Export of any of The Wilson Group Real Estate Llc Items, or of any access to or use of any of them, is not permitted.
2. Responsibility for Use. You are solely responsible for Your use of the Application, any Components, and the User Documentation, including, without limitation, any such use by way of Your “username” and password, and for all consequences or results of such use. You are solely responsible for determining the suitability of any Application for your business or organization.
3. Storage. You acknowledge and agree that The Wilson Group Real Estate Llc has no responsibility or liability for any deletion, destruction, corruption, or other loss of any content that you introduce, store, or transmit in connection with Your use of any Application. The Wilson Group Real Estate Llc may, from time to time, set limits on the amount of disk or storage space allotted to you for the Application, including for the storage of such Content.
4. User Names and Passwords. To the extent access to and use of an Application is by way of Internet, Web, online or similar connection, You will be required to choose (or, at The Wilson Group Real Estate Llc’s discretion, you will be assigned) a user name and password for the Application. You are solely responsible for maintaining the confidentiality and security of your user name and password, and for all activities that occur under your user name and password. You must notify The Wilson Group Real Estate Llc immediately if You become aware of any unauthorized use of Your user name or password, or if You become aware of any other breach of security regarding the Application. The Wilson Group Real Estate Llc will not be liable for any loss or damage that You may incur as a result of someone else using Your user name or password, either with or without Your knowledge, and You agree to indemnify and hold harmless The Wilson Group Real Estate Llc from and against any and all losses it may suffer as a result of such unauthorized use. The Wilson Group Real Estate Llc is entitled to assume that anyone who provides Your user name and password is You or is acting as Your agent or otherwise on Your behalf and with Your full consent. You authorize The Wilson Group Real Estate Llc to deal openly and fully with any person who provides Your user name and password. In the event an assistant’s license, team license, or other arrangement involving multiple user name-password sets, and/or multiple persons having access to Applications You have ordered, is granted by The Wilson Group Real Estate Llc, You will be responsible for the security, safekeeping, management and control of such account(s), all such user name-password sets, the relevant Application, and all receipt of, access to and use thereof; and the above terms of this Section 18.4 shall be construed to apply in full in such circumstances to any and all such accounts, user name-password sets and multiple-person use.
5. Internet Access; System Requirements. Use of an Application, or certain parts thereof, may require access to the Internet or particular equipment, software, data access and/or telecommunications services, and The Wilson Group Real Estate Llc may change those requirements from time to time in its sole discretion and without prior notice. You are solely responsible for obtaining, configuring, maintaining, and paying all fees, taxes, expenses and other charges related to, any equipment, software, data access and/or telecommunications services necessary for you to access the Internet and/or make use of the Application.
6. Third-Party Data. You acknowledge and agree that: (a) Certain content and/or data supplied by a third party may be accessible through or in connection with an Application (“Third-Party Content”); (b) Your access to and use of any such contents and/or data is subject to (and You hereby agree to comply with) such rules, conditions, agreements, policies, guidelines and requirements as the supplier thereof (“Supplier”) issues or requires (“Supplier Rules”), which Supplier Rules may be changed by the Supplier at any time; (c) The Wilson Group Real Estate Llc is not an agent for the Supplier and cannot bind the Supplier contractually, waive rights of the Supplier, or otherwise act on behalf of the Supplier; (d) You will use the data and/or content provided by Supplier only as permitted to under these Standard Terms and under any other relevant agreements or obligations to which You are subject; (e) The Wilson Group Real Estate Llc makes no guarantee or commitment that any data and/or content provided through third-party arrangements will be continuously provided or remain available, will be available when desired, or will meet your particular needs or purposes; and (f) with respect to Suppliers who are multiple listing services or associated boards or associations (collectively, “MLSs”), You acknowledge and agree: (i) Certain Applications and/or Components may rely heavily on data from MLSs, and the usefulness of such Applications and/or Components to You will depend significantly on whether such Application or Component is supported by the MLS(s) relevant or important to You; (ii) certain Applications and/or Components are not supported by all MLSs, and You agree to take responsibility to confirm with The Wilson Group Real Estate Llc whether the MLS(s) relevant or important to You are supported; and (iii) if The Wilson Group Real Estate Llc is informed by an MLS that You are not a subscriber or member in good standing, or are otherwise restricted by the MLS from accessing the applicable data or content, then The Wilson Group Real Estate Llc may immediately suspend and/or terminate the Order and/or Your receipt of, access to and/or use of the applicable Application and/or Component.
7. U.S. Government Restricted Rights. Each Application and any related User Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (a) through (d) of the Commercial Computer Software –Restricted Rights at 48 CFR 52.227-19, and in similar clauses in the NASA FAR Supplement, as applicable. Manufacturer is The Wilson Group Real Estate Llc.
8. Effects of Termination . In the event of any termination of the Agreement, or upon any instructions from the Company, You agree to immediately delete, The Wilson Group Real Estate Llc, un-install or otherwise un-deploy, in accordance with these Standard Terms, any and all Lead Widgets that You had previously caused to be deployed and to otherwise comply with all terms of this Agreement applicable in light of such termination. Upon any termination of this Agreement, The Wilson Group Real Estate Llc may, without notice, delete any and all content that You may have introduced, stored, or transmitted in connection with Your use of the Application.
9. Application Analytics. The Wilson Group Real Estate Llc may use one or more analytics systems to help improve usability and Your experiences. The Wilson Group Real Estate Llc may (or may use one or more vendors to) record Your activity on the Application, including mouse clicks; mouse The Wilson Group Real Estate Llc ments; scrolling activity; and keystroke information that You voluntarily enter on the platform. You should stop using the Application if You do not agree to such recording. Note that, if available, disabling vendor analytic system(s) may disable other features of the analytics system(s) that the Application employs.
10. Email Inbox Integration. When You provide The Wilson Group Real Estate Llc with credentials for Your email account, Your email account (including without limitation Your email communications, contacts, and calendar entries) will be monitored, copied, stored, and used by The Wilson Group Real Estate Llc and/or its vendors on an ongoing basis in order to provide You with current or contemplated Application features and/or functionality. If You delete information from Your email account after You link it to the Application, the Application may, but is not obligated to, retain a copy of the deleted information even though it has been deleted from Your email account. Upon expiration or termination of Your Application Order, The Wilson Group Real Estate Llc and its vendors may, but are not obligated to, keep copies of Your email account information that has been copied and stored by The Wilson Group Real Estate Llc and/or its vendors up until the time of such expiration or termination.
11. Features Enabled by Third Parties. The Application may use features enabled by one or more third parties. By using the Application, you agree to share your information with third parties who provide such services to The Wilson Group Real Estate Llc. By placing on Order or using the Application, you acknowledge and agree that such third parties may access your personally identifiable information. Your personally identifiable information includes, but is not limited to, your name, email address, and authentication credentials. Such third parties may use your personally identifiable information in accordance with their privacy policies.
21. Additional Terms Applicable to Advantage Product Only.
Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for the Product currently referred to as “Advantage” (unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc): (a) Notwithstanding any provision to the contrary herein, You hereby agree that, if You are a real estate agent, You are ordering the Advantage Product for all of your listings, and that You will pay The Wilson Group Real Estate Llc for such Advantage Product at the rate set forth in the Order Terms in accordance with the terms and conditions hereof; (b) if You are a real estate broker, You are ordering the Advantage product for all listings of all offices owned and/or operated by You during the Term, and that (subject to clauses (c) – (e) of this paragraph) You will pay The Wilson Group Real Estate Llc for such Advantage Product at the rate set forth in the Order Terms in accordance with the terms and conditions hereof; (c) if You are a real estate broker, during the Term, You shall notify MSI in writing within thirty (30) days after the occurrence of any of the following: (i) You learn that any office owned and/or operated by You was not included in the Order Terms; (ii) You open, acquire, or merge with one or more new offices; or (iii) You close, sell, or otherwise divest one or more offices that were included in the Order Terms;
(d) upon receiving notification from You that any office owned and/or operated by You was not included in the Order Terms or that You opened, acquired, or merged with one or more new offices, The Wilson Group Real Estate Llc will add such offices to the Order Terms, and the amounts owed by You under the Order Terms shall be increased by an amount equal to the amount reached by multiplying the average monthly listing count (“AMLC”) of the added offices (as calculated by The Wilson Group Real Estate Llc) by The Wilson Group Real Estate Llc’s applicable per-listing rate in effect at the time at which such offices are added to the Order Terms; and (e) upon receiving notification from You that You closed, sold, or otherwise divested one or more offices that were included in the Order Terms, The Wilson Group Real Estate Llc will The Wilson Group Real Estate Llc such offices from the Order Terms, and the amounts owed by You hereunder shall be decreased by an amount equal to the amount reached by multiplying the AMLC of the The Wilson Group Real Estate Llc offices (as calculated by The Wilson Group Real Estate Llc) by The Wilson Group Real Estate Llc’s applicable per-listing rate in effect at the time at which such offices are The Wilson Group Real Estate Llc from the Order Terms.
22. Additional Terms Applicable to Impressions-Based Products Only. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders that specify a certain number of impressions (unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc): (a) The Wilson Group Real Estate Llc makes no guarantees or warranties that such impressions will be distributed evenly throughout the Term or will be
distributed in accordance with any monthly delivery goals contained in the Order; (b) in the event that The Wilson Group Real Estate Llc delivers less than the number of impressions specified in the Order during the Term, You shall have no recourse against The Wilson Group Real Estate Llc with respect to such under-delivery, provided that You shall not be obligated to pay The Wilson Group Real Estate Llc for any impressions not delivered;
(b) In the event that The Wilson Group Real Estate Llc delivers more than the number of impressions specified in the Order during the Term, You shall have no recourse against The Wilson Group Real Estate Llc with respect to such over-delivery, provided that You shall not be obligated to pay The Wilson Group Real Estate Llc for any impressions delivered in excess of the maximum stated in the Order; and (c) In the event that an Order specifies a certain number of impressions in a particular zip code or other geographic area and You have no (or an insufficient number of) listings in such zip code or other geographic area: (i) The Wilson Group Real Estate Llc may be unable to deliver impressions in such zip code or geographic area, and You shall have no recourse against The Wilson Group Real Estate Llc with respect to such inability to deliver impressions;
(ii) You may not apply such impressions to listings in other zip codes or geographic areas; and (iii) in the event that You have no listings in such zip code or other geographic area for thirty (30) consecutive days or longer, The Wilson Group Real Estate Llc may cancel the Order, effective immediately, without notice.
23. Additional Terms Applicable Only to ConnectionsSM Plus Product Only. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for, and use of, the ConnectionsSM Plus Product: (a) You certify that You are a resident of the United States; (b) In the event that you cease being a resident of the United States while using, or during the term of your Order for the ConnectionsSM Plus Product, you agree to immediately notify The Wilson Group Real Estate Llc at 1-800-276-4615 and immediately stop using the ConnectionsSM Plus Product, including disabling all enabled automatic text and email responses; (c) You represent, warrant, and covenant, that any consumer contact information that the Application receives from your lead sources has been provided by a consumer requesting to be contacted regarding a real estate request or inquiry; (d) You acknowledge and agree that an individual consumer may submit multiple leads on realtor.com, and that, in such event, each such lead may be delivered to one or more different ConnectionsSM Plus customers and/or to a concierge service operated by The Wilson Group Real Estate Llc or a The Wilson Group Real Estate Llc affiliate; and (e) In the event that you have purchased the “Fast” version of the ConnectionsSM Plus product, You acknowledge and agree that each lead that is delivered to you may also be delivered to one or more other ConnectionsSM Plus customers
and/or to a concierge service operated by The Wilson Group Real Estate Llc or a The Wilson Group Real Estate Llc affiliate; and that leads may be delivered to different recipients via different delivery methods, which may result in a lead being received by different recipients at different times.
24. Additional Terms Applicable to Sales BuilderSM New Homes Product Only. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for, and use of, the Sales BuilderSM Product unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc): (a) You will be billed in arrears for Sales BuilderSM based on the number of unique leads delivered to You for the preceding month, per the terms of Your executed Sales BuilderSM Insertion Order; (b) Credit card payments are not accepted at this time; (c) Payment terms are Net 30 days; (c) You acknowledge that you wish for realtor.com to use an electronic XML data feed of your listings, when available, to populate your listings to realtor.com and its related websites; (d) You further acknowledge that, when possible, you wish for these XML-fed listings to be displayed instead of any of your listings provided by one or more MLSs; (e) Cancellation by You will be permitted only after such date as is180 days after the start date of the Insertion Order, provided that You must provide a minimum of 30 days written notice of such cancellation.
25. Additional Terms Applicable to Listing Toolkit Product Only.
Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for, and use of, the Listing Toolkit Product unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc. You will receive the following as part of the Listing Toolkit Product: (a) RealChoice Selling (formerly Upnest, hereinafter referred to as “RealChoice Selling”) Featured Branding if you are a participating agent on the RealChoice Selling platform, (b) Access to Cloud CMA (where available), (c) Access to agents of buyers who have shown interest in homes similar to your listing, and the (d) Ability to pay for and receive the Listing Promotions Product. You must have separately signed up for and be a participating agent on the RealChoice Selling Platform to receive the RealChoice Selling Featured Branding. All regular RealChoice Selling terms and agreements still apply. If signed up for RealChoice Selling, You will receive additional placements as a featured agent that will increase your visibility to seller prospects. You will receive access to CloudCMA listing presentation standard capabilities and the premium add-on realtor.com insights into market trends. You will have access to reporting and a messaging system allowing you to connect with ReadyConnect Concierge agents who have been connected with buyers that have shown interest in listings with similar attributes to your listing. You will also have the ability to separately purchase and pay for the listing Promotions Product. No guarantees or warranties about the success of any tools are made. Please note you may terminate your participation on the RealChoice Selling Platform independently of your participation in the Listing Toolkit Product. You may not terminate your participation in the Listing Toolkit Product other than as provided in your order confirmation email and these terms and conditions.
26. Additional Terms and Conditions Applicable to Listing Promotions Product Only. The term “Listing Promotion” means display of Your selected listing in relevant searches subject to availability and further specifications set forth herein. This Listing Promotions Product refers to your ability to create and pay for a specific, customized Listing Promotion. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for, and use of, the Listing Promotions Product unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc. You agree to the Listing Promotion Pricing that appears at the time of purchase. The Listing Promotion Product provides display of your selected listing in relevant searches a certain percentage of the time, which percentage is selected by You at the time of purchase and subject to availability. The Listing Promotion Product does not include a guaranteed number of impressions or any particular placements on our site. The Listing Promotion Product does not guarantee exclusive display of your listing in relevant search results. The Term for the Listing Promotions Product shall be the time period you select as the duration of the promotion of your listing at the time of purchase. The Term for the Listing Promotions Product will not auto- renew. If You end the promotion early, a prorated credit will appear on your account for future use towards other products.
27. Additional Terms Applicable to Listing Toolkit for Teams Product Only. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all terms contained above, shall apply to all Orders for, and use of, the Listing Toolkit Product for Teams unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc. You will receive the following as part of the Listing Toolkit Product for Teams: (a) RealChoice Selling (formerly UpNest, hereinafter referred to as “RealChoice Selling”) Branding and Access for your team members on the RealChoice Selling platform in accordance with your purchased Share of Voice, for the identified markets (b) Leads resulting from your team members participation on the RealChoice Selling platform (c) Access to Cloud CMA (where available), (d) Access to agents of buyers who have shown interest in homes similar to your listing, and the (e) Promotion of all Your participating agent’s listings through the Listing Promotions Product so long as there is available Listing Promotions inventory. The agents on your team will receive placements that will increase Your visibility to seller prospects. You will receive access to CloudCMA listing presentation standard capabilities and the premium add-on realtor.com insights into market trends. You will have access to reporting and a messaging system allowing you to connect with ReadyConnect Concierge agents who have been connected with buyers that have shown interest in listings with similar attributes to your listing. You will have access to a dashboard to manage your team members settings and performance. No guarantees or warranties about the success of any tools are made. If you were already a participant on the RealChoice Selling (formerly UpNest) platform, payment for leads provided prior to your participation as a part of the Listing Toolkit for Teams product will continue to be governed by your Referral Fee Agreement. “Share of Voice” or “SOV” means the percent of inventory that a Team will have access to of the inventory that we have reserved or allocated to the Listing Toolkit for Teams Product in a specified market(s). Please note that your team members may not be the only agents displayed to consumers. Consumers may have the option to see other real estate agents from different brokers as part of the RealChoice Selling experience.
28. Additional Terms Applicable to Spotlight Listings Product Only. Notwithstanding any provision to the contrary contained in these Standard Terms, the following terms, in addition to all the terms contained above, shall apply to all orders for, and use of, the Spotlight Listings Product unless they are expressly excluded in a written agreement signed by The Wilson Group Real Estate Llc. The Spotlight Listings Product allows You to purchase Listing Promotions on a subscription basis. You will receive the following as part of the Spotlight Listings Product: one Listing Promotion token a month that You may apply to a listing of your choice at any time after award of the token so long as the token has not expired, and you are a current customer with an active Spotlight Listings Product Order. Once activated, Your listing will be promoted in relevant searches based on the zip code of Your listing so long as it is in active status even if your subscription to the Spotlight Listings Product expires or is terminated. Once activated, Your listing promotion may not be cancelled or swapped for another listing. Multiple tokens may be activated at the same time so that multiple listing promotions may occur if they are on different listings and there is available inventory. Multiple tokens may not be applied to the same listing.There is no guarantee of a certain number of impressions or any particular placements on our site. Listing Promotions do not guarantee exclusive display of Your listing in relevant search results. Listing Promotion tokens accrue at the rate of one promotion per month during the term of your Order (even if you pay the entire subscription cost up front). Listing Promotion tokens expire on the earlier of (1) twelve (12) months after they are awarded, or (2) when Your Spotlight Listings Product Order ends or is terminated. No refunds will be given for any outstanding accrued tokens at the time of termination. You also have access to purchase additional Listing Promotions at the city level at any time for Your listings. You may also purchase additional listing promotions at the zip code level if you have not already used a token to promote said listing. ALL ACTIVATION OF TOKENS OR PURCHASE OF ADDITIONAL LISTING PROMOTIONS IS SUBJECT TO AVAILABILITY.
These Terms & Conditions are also available in PDF format.