| R.E. Technologies, Inc. General Terms and Conditions a supplement to the Listing Agreement
The following terms and conditions are incorporated by reference into the R.E. Technologies, Inc. Listing Agreement. These terms and conditions may be updated periodically, and a current version of the latest terms and conditions shall be available at this URL: http://www.re-technologies.com/policies.htm
1. Invoices. a. Monthly Fees shall be invoiced thirty days prior to the beginning of the month for which the Monthly Fee is attributed; Commissions shall be invoiced at the time of lease notification (which shall be no later than the commencement of the lease term). b. A pro-rated Monthly Fee for the initial calendar month shall be invoiced on the day a Community, or any floor plan thereof, is listed on the Website, which is hereby defined as the Publication Date. Said invoice shall also include the Monthly Fee for the following month. c. A monthly late charge of the lesser of one and one half per cent (1.5%) per month or the highest rate allowable by law shall be billed to Manager on all amounts that have not been paid within thirty (30) days of the due date. If payment of any Service Fee is not received within sixty (60) days of the date of invoice, R.E. Technologies, Inc. may remove the listing(s) of Manager from its Website and terminate the password access of Manager. A re-listing charge of $25 (twenty-five dollars) shall be charged to re-list each Community that has been so removed. If R.E. Technologies, Inc. does not remove said listing, such failure to remove shall not constitute a waiver of any of its rights under this Agreement, and the re-listing fee may be imposed as a late fee.
2. Manager Obligations. A. Manager will allow R.E. Technologies, Inc. photographers to photograph apartment floor plans and create virtual tours of each apartment floor plan as an apartment with that floor plan becomes available. R.E. Technologies, Inc. shall ensure that all available floor plans are photographed, provided Manager provides RE Technologies with at least three (3) business days notice of the availability thereof. <B. Manager shall provide R.E. Technologies, Inc. with any Manager and Community logos and floor plans that Manager wants included on the Website either as a computer graphics file or camera-ready artwork. R.E. Technologies, Inc. shall not use any logos, floor plans or any other date or information provided by Manager for any purpose other than for and in connection with the services provided for and on behalf of Manager under this Agreement, unless otherwise agreed in writing by Manager. R.E. Technologies, Inc. understands, acknowledges and agrees that nothing contained in this Agreement or in the performance of this Agreement shall be construed, nor is it intended, to provide any license, right, title or interest in and to the logos, floor plans and/or other intellectual property provided by Manager to R.E. Technologies, Inc. under this Agreement, save and except for the right of R.E. Technologies, Inc. to exhibit said logos and floor plans on the Website or in promotional advertising therefor for the benefit of Manager and the services provided to Manager hereunder. R.E. Technologies, Inc. shall not, without the express prior written consent of Manager, copy, duplicate, sell, resell or exploit for commercial or personal gain or benefit any logos, floor plans, intellectual property, photographs and/or any other information provided by Manager to R.E. Technologies, Inc., and R.E. Technologies, Inc.’ use of such logos, floor plans, intellectual property, photographs and/or any other information provided by Manager shall be limited to use on the Website in connection with the services provided to Manager therein. Excepted from this section shall be de minimus illustrations used for portfolio or business report purposes. C. Manager will, utilizing the services and systems provided by R.E. Technologies, Inc., keep the information for each Community reasonably updated, accurate and complete. Manager shall “timely” provide information regarding its available inventory for each Community utilizing the services and systems provided by R.E. Technologies, Inc. under this Agreement and on the Website. Manager understands that only available apartment inventory is listed on the Website. i. For purposes of this section, “timely” shall mean as apartment inventory changes, or no more than two (2) business days after such a change. ii. If Manager or an individual Manager Community does not have Internet access, the initial template data may be provided on forms provided by R.E. Technologies, Inc. and updates may be performed using the R.E. Technologies, Inc. call center. iii. Inventory updates may be provided via direct Website input, or, upon approval and initial acceptance by R.E. Technologies, Inc., via Electronic Data Interchange between the Website and Manager’s existing inventory system.
3. Password and Security. Manager shall receive a password and account designation, and is responsible for maintaining the confidentiality of the password and account, as well as fully responsible for all activities that occur under its password or account. RE Technologies cannot and will not be liable for any loss or damage arising from security breaches caused or created by Manager.
4. Content and Liability. R.E. Technologies, Inc. shall accurately and completely post, transmit and display all information, including but not limited to text, sound, photographs, graphics, video, messages, illustrations, floor plans, inventory, logos, trademarks, service marks, and data (collectively, “Content”) provided by Manager under this Agreement on the Website. Manager assumes all liability for any Content that is accurately and completely posted, transmitted or displayed by R.E. Technologies, Inc. on the Website.
5. Inappropriate Material and Use. R.E. Technologies, Inc. strives to project the highest professional image in all of its projects.
6. R.E. Technologies, Inc. Obligations. In addition to those obligations and duties imposed by the Listing Agreement, R.E. Technologies, Inc. shall timely, accurately and completely list all Content and other information provided by Manager and intended to be posted on the Website, including but not limited to all updates of inventory. For purposes of this paragraph, “timely” means within four business hours of the time that the Content and/or information is provided to RE Technologies. R.E. Technologies, Inc. shall provide Manager with photographers during business hours at the request of Manager. R.E. Technologies, Inc. shall use reasonable efforts to ensure that the Website, and Manager’s Content to be contained therein, is accessible on the Internet 24 hours per day, seven days per week, 52 weeks per year.
7. Software License. R.E. Technologies, Inc. may furnish Manager with software that assists Manager in furnishing Content to the Website (the “Software”). Manager is hereby granted a non-exclusive, non-transferable license to use the Software for the term of the Listing Agreement for the exclusive purposes of providing Content and data to the Website. Manager expressly acknowleges that this is not intended as, and shall not be deemed or construed as, creating or providing Manager with a right to sublicense the Software or with a right to allow or to provide any means to any third party to use the Software. Manager shall not use the Software to provide any Software solutions or support to any third party. All rights, title, interest and claims in and to the Software, including any and all source code, copyrights, patent rights, other intellectual property rights, and any and all other rights, titles, interests or claims in or to the Software, including any future revisions or updates made by R.E. Technologies, Inc. or modifications made at the request of the Manager, are the exclusive property of R.E. Technologies, Inc.. Except for the express license rights granted in this Agreement, Manager has no rights, titles, interests or claims in or to the Software. Manager shall not sell, transfer, assign, publish, disclose, display or otherwise make available the Software or copies thereof to third parties. R.E. Technologies, Inc. FURNISHES THE SOFTWARE FOR the CONVENIENCE OF MANAGER, AND WILL ATTEMPT TO ENSURE the RELIABILITY OF THE SOFTWARE, BUT MANAGER AGREES TO USE SUCH SOFTWARE AT ITS OWN RISK. R.E. Technologies, Inc. GRANTS NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. APART FROM the LIMITED WARRANTY OF NON-INFRINGEMENT GIVEN HEREIN, IN NO EVENT SHALL R.E. Technologies, Inc. BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS SUFFERED OR INCURRED BY MANAGER, WHETHER SUCH DAMAGES ARE LABELED IN TORT, CONTRACT, OR INDEMNITY. Without regard to the above limitation, R.E. Technologies, Inc. hereby warrants that Manager’s use of the Software and the license provided hereunder does not infringe upon or otherwise violate the rights of any third parties, including but not limited to any trademarks, service marks, copyright and/or patent rights of any third parties. R.E. Technologies, Inc. hereby indemnifies and holds Manager harmless from and against any and all costs, expenses (including attorney’s fees and costs of court), claims, rights and causes of action arising from or in any way related to any Manager’s use of the Software and by virtue of the license provided hereunder. R.E. Technologies, Inc. shall have the option of providing replacement software, discontinuing the Software or obtaining a license in the case of such infringement.
8. Termination. Manager shall have the right, but not the obligation, to terminate its Listing Agreement in the event R.E. Technologies, Inc. breaches this Agreement and/or, in Manager’s sole discretion, R.E. Technologies, Inc.: a) performs its obligations or otherwise publishes the Website and/or Manager’s Content therein in a manner that Manager determines to be detrimental and/or injurious to Manager’s reputation or standing in the community; b) excepting acts of God, fails, for any reason, to publish the Website and/or Manager’s Content therein for a period of 24 consecutive hours or for more than 72 hours in any 30 day period; or c) fails to accurately and currently maintain and publish Manager’s Content and/or listings on the Website.
9. Errors or Omissions. R.E. Technologies, Inc. shall not be liable to Manager for any losses sustained by Manager arising or resulting from any errors or mistakes contained within any Content approved, input or entered by Manager. It is further understood that images, image quality, and access to the R.E. Technologies, Inc. listing system may vary from viewer to viewer depending upon the viewer’s conditions such as equipment (hardware/software) configuration, monitor resolution, network/telephone line availability and equipment uptime that are outside of the R.E. Technologies, Inc.’ control and for which R.E. Technologies, Inc. will not be liable.
10. Nondisclosure. By virtue of this Agreement, each party may have access to information that is confidential to the other (“Confidential Information”). R.E. Technologies, Inc.’ Confidential Information shall be limited to the Website backend management functions source code, pricing of and addendums to this Agreement, and all information clearly identified as confidential. Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree to hold each other’s Confidential Information in confidence during the term and for a period of two years after termination. The parties agree, unless required by law, not to make each other’s Confidential Information available in any form to any third party (except to each such party’s agents or independent contractors) for any purpose. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents, or independent contractors. Notwithstanding the above, R.E. Technologies, Inc. may refer to Manager as a Manager and to the names of Manager Communities in sales presentations, press releases, product brochures, financial reports, marketing vehicles and activities. R.E. Technologies, Inc. may also disclose aggregated data concerning units, pricing and occupancy of general geographic areas, in addition to the information necessary to conduct the business of the website. Additionally, R.E. Technologies, Inc. services and any necessary software used in connection with the services contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
11. Mere Venue. The R.E. Technologies, Inc. Website acts as a venue for Managers to promote and list properties to potential renters (“Consumers”). R.E. Technologies, Inc. cannot and does not confirm each Consumer's purported identity, and has no control over the truth or accuracy of information provided by Consumers or the ability of Consumers to enter into a lease agreement. Additionally, R.E. Technologies, Inc. does not warrant or guarantee that a Consumer will sign a lease. Because R.E. Technologies, Inc. is not involved in the actual submission of information by the Consumer, Manager hereby releases R.E. Technologies, Inc. and its officers, directors, agents, subsidiaries and employees from claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected to the accuracy of information submitted by any Consumer. Additionally, R.E. Technologies, Inc. and Manager are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
12. Publicity. R.E. Technologies, Inc. shall not be entitled to use Manager’s name, logos and trademarks and service marks in connection with the advertising and promotion of its business and its Website, unless R.E. Technologies, Inc. has received Manager’s prior written approval of such usage, which may be given at Manager’s sole discretion.
13. DISCLAIMER. R.E. Technologies, Inc. DISCLAIMS ANY AND ALL WARRANTIES, IMPLIED OR EXPRESSED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY.
14. Default. In the event (a) any invoice remains unpaid after ninety (90) days; (b) Manager declares bankruptcy or is declared bankrupt; (c) Manager ceases its business operations; (d) R.E. Technologies, Inc. is made party to a lawsuit on the basis of the Website for reasons attributable to the Content of Manager presented to Manager; or (e) Manager otherwise defaults under any term or provision of this contract, including, without limitation, failure to update inventory in a timely manner or provide accurate information; then R.E. Technologies, Inc., without prejudicing any other rights it may have, reserves the right to withdraw the Manager’s Community listings from its server and terminate all of its service obligations upon two (2) days prior written notice. In the event of the Manager’s default on any terms and conditions of this contract, Manager agrees that Manager shall be immediately liable for payment of the remaining balance of the initial term of this Agreement or for thirty (30) days, whichever term is greater. Manager shall be completely and totally responsible and liable for all sums and fees including legal fees or collection agency fees incurred in the collection or attempted collection of fees due under this Agreement.
15. Transfer and Assignment. Neither party may transfer or assign their rights, duties or obligations without the express written consent of the other. In the event any Community is either sold, transferred, assigned or otherwise no longer owned and/or managed by Manager, this Agreement, unless otherwise expressly agreed in writing by R.E. Technologies, Inc., Manager and the successor to Manager, shall automatically terminate as to such Community upon the sale, transfer, assignment or cessation of management by Manager.
16. Notices. All notices given by to R.E. Technologies, Inc. will be sufficient if sent by hand delivery; certified mail return receipt requested, air express courier or facsimile to the following address:
R.E. Technologies, Inc., Inc.: 4245 N Central Expressway, Suite 245 Dallas, TX 75205
If a notice is given by certified or registered mail, it will be deemed received on the third business day following the date on which it is deposited for mailing. If a notice is given by either party by air express courier, it will be deemed received on the day it is signed for by R.E. Technologies, Inc.. If a notice is given by facsimile, it will be deemed received by the other party after confirmation of receipt generated by sender’s facsimile equipment. ApartmentMatching.com | LeasingTools.com | ApartmentMLS.com | ApartmentBusiness.com |