These Terms and Conditions (the "Terms
") govern your use of our website located at www.roofstock.com (the "Site
and the online platform services provided by Roofstock, Inc. and Roofstock Realty LLC (collectively, "Roofstock
via our Site and our mobile device application ("App
"). To make these Terms easier to read, the Site, the App,
and our services available via the Site and App are collectively called "Services.
" Our online platform connects
people who have real estate properties for sale ("Seller(s)
") with people who are interested in buying real estate
"). You don't have to be a Buyer or Seller to use the Services - you can also use our Services
to access and view our Content and Listings and other data and information made available to users of the Services.
Buyers, Sellers and other users of the Services are collectively called "Users
" in these Terms.
Agreement to Terms
By using the Services, you agree to be bound by these Terms. If you don't agree to these Terms, please do not use
the Services.. Also, if you are accessing and using the Services on behalf of a Buyer, Seller or other person,
or an entity or company (such as your employer, a corporation or a trust), or acting as the agent of any of the
foregoing, you represent and warrant that you have the full legal authority and capacity to bind that Buyer,
Seller, or other person, or entity or company to all of these Terms. In that case, "you" and "your" will refer to
that Buyer, Seller, person, agent, or company or other entity.
Changes to Terms or Services
We may modify the Terms at any time, in our sole and absolute discretion. If we do so, we'll let you know either by
posting the modified Terms on the Site or App or through other communications. It's important that you review the
Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on
the Site or App or otherwise communicated them to you, you are indicating to us by your continued use that you
agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you are not
permitted to use the Services anymore. Because our Services are evolving over time we may change or discontinue
all or any part of the Services, at any time and without notice, at our sole and absolute discretion.
ARBITRATION NOTICE: EXCEPT IF YOU OPT OUT AS DESCRIBED IN THE ARBITRATION SECTION SET FORTH IN THE ARBITRATION
SECTION LATER IN THIS AGREEMENT, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SUCH "DISPUTE RESOLUTION"
SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND ROOFSTOCK WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION,
AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS ACTION OR REPRESENTATIVE PROCEEDING.
What We Do and Don't Do via the Services
Roofstock offers a technology service and platform via the Services through which Sellers and Buyers of real estate
properties can connect. Sellers can sign up with the Services and advertise a list of real estate properties that
are for sale by posting "Listings.
" The real estate properties included in the Listings are collectively referred
to as "Homes,
" or "Properties
" or individually, a "Home,
" a "Roof
" on the Services and in
these Terms. Buyers can browse the Listings and contact the Seller's real estate agent or broker agent via the
Services if they are interested in buying a Property included in a Listing. As described below,
a Roofstock Entity may also act as the Seller's real estate agent or broker in connection with the sale of Property
included in a Listing.
Acting as Seller's Real Estate Agent or Broker
Roofstock, through one of its licensed affiliates or subsidiaries ("Roofstock Entity
") or a third party real estate
agent or broker approved by Roofstock may also act as the Seller's real estate agent or broker in connection with
the sale of a Property included in a Listing. If you are a Seller and wish to have a Roofstock Entity represent
you as your real estate agent or broker, you agree to notify Roofstock in writing or via a communication method
presented to you via the Services, and if the Roofstock Entity agrees to represent you, you will be required to
enter into a real estate agency/broker representation and listing agreement ("Listing Agreement
") with the applicable
Roofstock Entity which will govern the terms of real estate agent/broker relationship between you and the Roofstock
Entity. Although the Listing Agreement is an agreement between you as a Seller and a Roofstock Entity, the terms and
conditions of the Listing Agreement are independent of, and in addition to, these Terms. In the event of any conflict
or inconsistency between these Terms and the Listing Agreement with respect to a Roofstock Entity's role for sale of
a Property, the Listing Agreement will govern.
Buyer's Real Estate Agent or Broker
While Buyers are not required to work with a real estate agent or broker to purchase a Property included in a Listing,
a Roofstock Entity, as Seller’s agent, will work with a third party real estate agent or broker that represents a
Buyer as the Buyer's real estate agent or broker in connection with the purchase of Property/ies included in Listings.
In such cases, Buyers will enter into real estate agency/broker representation agreements ("Broker Agreement(s)
with the third party real estate agent or broker, which will govern the terms of real estate agent/broker
relationship between you, as a Buyer, and your real estate agent and broker. Buyers are solely responsible for
performing Buyers' obligations under any agreement that Buyers enter into with any real estate agents or brokers,
including the payment of any commission or fee under such agreement. If a Buyer does not expressly submit Buyer's
real estate agent's or broker's information to the Services, it is deemed that Buyer is not represented by a real
estate agent or broker in connection with purchase of a Property.
We may also provide analytics, valuation estimates, asset management and other information services to Users via the Services.
Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Roofstock
and are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use certain features of the Services you'll have to create an account ("Account
"). You can do this via
the Site or through your account with certain third-party social networking services such as Facebook (each, an "SNS Account
If you choose the SNS Account option we'll create your Account by extracting from your SNS Account certain personal
information, such as your name and email address and other personal information that your privacy settings on the SNS
Account permit us to access. Your SNS Account may not allow you to the full functionality of the Services and additional
information may be necessary to take advantage of all Services.
It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree
to update such information, as needed, to keep it accurate, complete and up-to-date. If you don't, Roofstock may
suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you'll
notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur
under your Account, whether or not you know about, or consent to, them.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback
"). You can submit Feedback
by emailing us at email@example.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable,
fully-paid, royalty-free, sub licensable and transferable license under any and all intellectual property rights
that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback
for any purpose.
Terms by this reference. This policy includes information on how we collect, use and disclose information from our
Users and your agreement to the Terms and use of the Services also constitutes your acceptance of the terms of the
The terms in this Section apply to you if you are a Seller. If you're a Buyer, please see the Section entitled
"Buyer Terms" below.
We welcome you if you are a Seller, as long as you are posting a Listing that isn't illegal or unauthorized.
However, we do not endorse any Sellers and your posting a Listing does not mean you or your Listing is endorsed
in any way by us, even if Roofstock or a Roofstock Entity is acting as Seller's real estate agent or broker with
respect to a particular Listing. We do not routinely conduct background checks on Sellers, but we reserve the
right to do so on a discretionary basis, and you agree to cooperate with us and provide us with all information
and execute any forms necessary that we request from you in the event that we decide to conduct a background
check on you. We're not responsible for any damage or harm resulting from your communications or interactions
with Buyers or other Sellers, either via the Services or otherwise. Sellers are not employees, agents or otherwise
contractors of Roofstock, but are independent people who want to post Listings and connect with Buyers.
Except to the extent expressly set forth in a Listing Agreement with a Roofstock Entity, you agree that any legal
remedy or liability that you seek to obtain for actions or omissions of Buyer or other third parties regarding
Listings or any Purchase and Sale Agreement (defined below) you enter into with a Buyer for purchase of a Property
will be limited to a claim against the particular Buyer or other third parties, who caused you harm and you agree
not to attempt to make a claim for damages or liability against Roofstock or a Roofstock Entity, or seek any legal
remedy from Roofstock or a Roofstock Entity with respect to such actions or omissions. Accordingly, we encourage
you to communicate directly with your real estate agent or broker regarding Listings and Properties in which a
Buyer has expressed interest and about which a Buyer has communicated with your real estate agent or broker via
the Services. That said, you may also contact us and we will take any actions that we deem appropriate.
Your Obligations as a Seller
" means a description of a Property that the Seller lists for sale using the Services. When one creates
a Listing, you will need to submit information to us about the Property, including without limitation, images,
general property information and tenant and lease information. You hereby grant a license to Roofstock to use
such listing information in order to operate the Services - please see the Section below entitled "Rights in
Content Granted by You". It is important that such information be complete and accurate and we do not verify
any such information or User Content you provide to us via the Services for your Listings. A Listing can also
include requirements with which potential Buyers must comply, in order to purchase the Property for sale in a Listing.
We may provide Additional Property Information for Listings. You agree that you are responsible for all Listings you
post and for keeping the Listings information current and up to date, including up to the date of sale of a Property
included in a Listing. We reserve the right to reject a Listing for any reason in our sole and absolute discretion.
We will notify you if we reject your Listing and we may give you an opportunity to amend your Listing into a form
that we would publish.
"Additional Property Information
" means information about the Properties included in Listings, including, without
limitation, valuation estimates, inspections, pest reports, conditions, repairs, cost estimates, financial estimates,
neighborhood information, photographs, lease verification, property management terms, title, permits and lien information,
that we obtain from a variety of sources. This Additional Property Information is licensed to Users under the Section
below entitled "Rights in Content Granted by Roofstock" and our provision of the Additional Property Information to
Users does not in any way mean that we have endorsed or are endorsing the Seller or Seller's Listing.
You hereby authorize Roofstock to act on your behalf, if applicable, to gather the Additional Property Information
and you agree to grant Roofstock any necessary authorization to do so. You acknowledge that the Additional
Property Information made available via the Services is current as of the date that it was generated and
Roofstock makes no warranties that the Additional Property Information will be accurate or up to date on that
date that Users access and view the Additional Property Information.
Contract with Buyers
You acknowledge and agree that unless you, as a Seller, have entered into a separate Listing Agreement with a
Roofstock Entity, in which case Roofstock's role, if any, will be addressed in the Listing Agreement, Roofstock does not,
either directly, or indirectly, act as your real estate agent or broker, contracting agent or other representative.
Regardless of whether or not you have entered into a Listing Agreement, if a Buyer wants to buy a Property included
in your Listing, any contracts and/or Purchase and Sale Agreements that you enter into with the Buyer, written or oral,
will be between you and the Buyer only. You acknowledge and agree that you, and not Roofstock, will be responsible
for performing the obligations of any contracts with the Buyer, and Roofstock is not a party to such contracts or
Purchase and Sale Agreements and disclaims all liability arising from or related to such contracts. You represent
and warrant that you will act in compliance with all applicable laws in connection with Listings you post using the
Services and any sale of Properties to Buyers.
The terms in this Section apply to you if you are a Buyer. If you're a Seller, please see the Section "Seller Terms"
No Endorsement and Buyer Diligence Review
We do not endorse any Seller or Seller's Listings. We don't have an obligation to conduct background checks on any
Seller, but we might do so on a discretionary basis. Sellers are not employees, agents or otherwise contractors of
Roofstock, but are independent people or entities who want to connect with Buyers. Roofstock is not responsible for
any damage or harm resulting from your communication or interaction with Sellers or other Buyers. We may, on
Seller's behalf, provide Additional Property Information to Buyers via the Services about a Seller's Listing.
Roofstock makes no representation that the Additional Property Information provided is accurate or complete. With
respect to a Property which the Buyer desires to purchase Buyer represents that Buyer has clicked on the "View
Details" button for the Seller's Listing, clicked on the information icons
and the "View Financials" associated with the financial information displayed on Seller's Listing and has reviewed
the financial information displayed after the clicks. Buyer also understands that any such financial information
displayed on the Site are only estimates and/or based upon third party information which has been obtained by
Roofstock. Buyer further understands that any such financial information may not be accurate or complete and relies
on such information at its own risk. Buyer has also clicked on the "View PDFs | Download" in the Diligence Vault
and viewed the documents contained therein under each tab.
BUYER ACKNOWLEDGES THAT WITH RESPECT TO ESTIMATES, FORECASTS AND PROJECTIONS DISPLAYED ON THE SITE,
(i) NO ASSURANCE CAN BE GIVEN REGARDING THE ACCURACY OR APPROPRIATENESS OF THE ASSUMPTIONS AND JUDGMENTS MADE,
OR THE METHODOLOGIES USED AND
(ii) SUCH ESTIMATES, FORECASTS AND PROJECTIONS ARE FORWARD-LOOKING STATEMENTS
AND INVOLVE RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THE ESTIMATES,
FORECASTS AND PROJECTIONS. ACCORDINGLY, BUYER SHOULD RELY ON SUCH ESTIMATES, FORECASTS AND PROJECTIONS AT ITS OWN RISK.
Buyer understands and acknowledges
(i) that investing in real estate is risky and unpredictable;
(ii) that the real estate industry has its ups and downs; and
(iii) that the Property you purchase might not be able to be rented at amounts sufficient to cover your debt,
expenses and liabilities, and might not result in a positive cash flow. Buyer further understands and acknowledges
that the value of any Property purchased may decline after you buy it and that future property values are
unpredictable and may go down. Buyer also acknowledges and agrees that Roofstock is not an investment or
tax advisor and you must make your own investment and tax decisions either alone or with the assistance of
professional investment and tax advisors.
You agree that any legal remedy or liability that you seek to obtain for actions or omissions of Seller or other
third parties regarding Listings or any Purchase and Sale Agreement you enter into with a Seller for purchase of a
Property, will be limited to a claim against the particular Seller or other third parties who directly caused you
harm and you agree not to attempt to make a claim for damages or liability against Roofstock or a Roofstock Entity,
or seek any legal remedy from Roofstock or a Roofstock Entity with respect to such actions or omissions.
For additional terms regarding liability, please also refer to the paragraphs hereinbelow entitled "Indemnity"
and "Limitation of Liability".
We also encourage you to communicate directly with the Sellers regarding Listings they have posted for their Properties.
You may also contact us and we will take any actions that we deem appropriate.
Your Obligations as a Buyer
Contract with Sellers You acknowledge and agree that we do not, either directly, or indirectly, act as your real estate
agent or broker, contracting agent or other representative. Regardless of whether or not you have entered into a
Broker Agreement, as a Buyer, you agree that the Seller will require you to enter into a contract and/or Purchase
and Sale Agreement with the Seller in order to purchase a Property that the Seller has listed and you agree to
accept any term, conditions, rules and restrictions imposed by the Seller. You acknowledge and agree that you,
and not Roofstock, will be responsible for performing the obligations of any contracts with the Seller,
and that Roofstock is not a party to such contracts or Purchase and Sale Agreements and disclaims all liability
arising from or related to such contracts.
Financial Terms between Roofstock and Buyers At the time you decide to purchase a Property included in a Listing,
you agree to pay Roofstock a non-refundable marketplace fee ("Marketplace Fee
") as described in terms,
which we will make available prior to you entering into a Purchase and Sale Agreement with the Seller for a Property.
After Roofstock has successfully processed your payment of the Marketplace Fee, Roofstock will remove the Listing
for the applicable Property from the marketplace in the Services so that other Users will not be able to purchase
that Property. Roofstock Realty LLC will also send you an agreement that governs the sale of the property for you
to execute ("Purchase and Sale Agreement
") within 24 hours after the payment of Marketplace Fee. If you do not
execute the Purchase and Sale Agreement with the Seller within 24 hours after receiving the Purchase and Sale
Agreement (which may be waived in by the Seller), Roofstock will reinstate the Listing for the applicable
Property to the marketplace in the Services so that other Users will be able to view and purchase the Property.
Any Marketplace Fee paid by you is final and non-refundable, unless the Seller is unable to fulfill Seller's obligations
under the Purchase and Sale Agreement. If the Seller is unable to meet the required obligations under the
Purchase and Sale Agreement and other obligations required by applicable law, the Marketplace Fee will be
refunded to your account.
Roofstock may from time to time recommend, feature, certify or refer you to certain third-party property managers
or management companies ("Featured Property Manager") for the management of the Property you purchase.
You are free to use or engage such property managers in your sole discretion and any decision to do so
shall be at your own risk. Roofstock does not warrant or guarantee the performance or services provided
by your property managers and you shall look solely to your property managers for recourse in the event of
any failure to perform or damages caused by such property managers.
To the extent you decide to engage a Featured Property Manager, you hereby consent and authorize your property
manager to provide Roofstock with all reports and information requests relating to your Property, including
monthly financial information and portfolio level data, for the purpose of allowing Roofstock to evaluate asset
performance for Properties purchased via the Roofstock platform and to use such data and combine it with other
data in aggregate form maintained or used by Roofstock.
The Roofstock Guarantee
THE “ROOFSTOCK GUARANTEE” DESCRIBED DOES NOT APPLY TO ANY PROPERTY THAT IS LABELED AS A “ROOFSTOCK RACK” OR
OTHER SIMILAR TERM OR THAT IS NOTED AS NOT BEING FULLY CERTIFIED.
Other than as set forth above, Roofstock provides a 30-day guarantee to Buyers of a certified Property purchased
under a Roofstock Realty LLC Sale and Purchase Agreement via the Services. This guarantee applies if you, as a Buyer,
are not satisfied with a certified Property purchased from a Seller via our Services and you notify Roofstock in
writing of your dissatisfaction within 30 days of the closing of the sale of such certified Property and the
following conditions are met:
- There must be no material change to the condition of the certified Property since the closing of the sale of the certified Property;
- There must have been no Material Adverse Changes with respect to the certified Property;
- Roofstock must be provided the right to re-market and re-sell the certified Property for you for 90 days from
the date Roofstock receives your notice of the dissatisfaction ("90 Day Resale Period"); and
- During the 90 day Resale Period you must maintain the certified Property in good working order and condition
and pay the Property expenses as they become due.
If you meet the foregoing conditions, at the end of the 90 Day Resale Period, you will be paid an amount equal to
your Investment Price if Roofstock is able to resell the certified Property at the Investment Price, or if resold
by Roofstock below the Investment Price, you will be paid the amount for which the certified Property is resold
plus the difference between the Investment Price and the resale price. If the certified Property is sold for an
amount greater than the Investment Price, Roofstock will be entitled to keep the amount in excess of the Investment
Price. If the certified Property is not resold within the 90 Day Resale Period, then Roofstock at its sole election
will purchase from you and take title to the certified Property for the Investment Price, or will pay you the amount
of the Property’s Investment Price without taking title. Only one certified Property per Buyer is covered under this
guarantee and only one guarantee claim may be made by any Buyer during any ninety (90) day period.
For the purposes of the Roofstock guarantee, the "Buyer" includes a person or entity who signed the Purchase and
Sale Agreement for the certified Property or the person or entity named on the title to the certified Property
by the original Buyer immediately after the closing of the purchase of the Property.
For the purposes of the Roofstock guarantee, the term "Investment Price" means the purchase price of the Property
under Buyer's Purchase and Sale Agreement.
A "Material Adverse Change" means with respect to a Property, any change, event, circumstance, development or effect
(each a "Change") that individually or taken together with all other Changes, is reasonably likely to be, or
become materially adverse to the condition (financial or otherwise), assets or liabilities of the Property,
which Change may also include acts of god or terrorists, or general economic or business conditions impacting
the real estate industry where the Property is located.
Content and Content Rights
For purposes of these Terms: (i) "Content
" means data, text, graphics, images, music, software, audio, video,
works of authorship of any kind, and information or materials that are posted, generated, provided or otherwise
made available through the Services, including Additional Property Information; and (ii) "User Content
any Content that Users (including you) provide to be made available through the Services, including Listings
posted by Sellers. Content includes without limitation User Content.
Roofstock does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to
restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing,
Roofstock and its licensors exclusively own all right, title and interest in and to the Services and Content,
including all associated intellectual property rights. You acknowledge that the Services and Content are
protected by copyright, trademark, and other laws of the United States and foreign countries.
You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary
rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
You hereby grant to Roofstock a non-exclusive, transferable, sublicenseable, worldwide, perpetual, royalty-free
(i) use, copy, modify (for formatting purposes only), publicly display, publicly perform and distribute
your User Content in connection with operating and providing the Services to you and to other Users; and
(ii) to use copy and store any content we obtain from your property manager.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content
or you have all rights that are necessary to grant us the license rights in your User Content under these Terms.
You also represent and warrant that neither your User Content, nor your use and provision of your User Content to
be made available through the Services, nor any use of your User Content by Roofstock on or through the Services
will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or
privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content, including a Listing, by specifically deleting it, via the functionality of the
Services. However, in certain instances, some of your User Content (such as posts or comments you make) may not
be completely removed and copies of your User Content may continue to exist on the Roofstock Services.
We are not responsible or liable for the removal or deletion of (or the failure to remove or delete)
any of your User Content.
Rights in Content Granted by Roofstock
Subject to your compliance with these Terms, Roofstock hereby grants you a non-commercial, limited, non-exclusive,
non-transferable, non-sublicensable license to access, view and print the Content solely in connection with a
Permitted Use of the Services. A "Permitted Use" means any use of Content in connection with the Roofstock Services,
excluding prohibited activity under the General Prohibitions provisions below or use of analytics data,
made available to you via the Services, for commercial purposes, independent of the Services.
In addition, you acknowledge and agree that Roofstock may generate a rendering of Properties based on the
User Content ("Roofstock 3D
"). Roofstock may modify the Roofstock 3D in order to remove identifiable images,
e.g. identifiable people and identifiable personal belongings from the rendering. Roofstock 3D is Content owned by
Roofstock. You acknowledge and agree that Roofstock 3D is provided to Users as part of the Services to assist
viewing of Properties and while Roofstock makes diligent efforts to make this Content accurate,
(i) there may be measurement inaccuracies with respect to the Roofstock 3D; and
(ii) your access and use of the Roofstock 3D is at your own risk and Roofstock disclaims all liability relating to
Third Party Content
We may display Content that is owned by a third party or licensed to us by a third party ("Third-Party Content
For example, we may display lending rates that are offered by a third party; even if Roofstock displays lending
rates via the Services, Roofstock is not a money lender and does not accept, review or process applications for
loans. Roofstock does not claim any ownership rights in the Third-Party Content. We provide the Third-Party
Content only as a convenience and you shall not publish or distribute any of the Third Party Content.
Our provision of the Third-Party Content does not mean that we have endorsed the third parties or the
Third-Party Content that they have provided. Your use of the Third-Party Content is at your own risk and
Roofstock disclaims all liability relating to your interaction with the Third-Party Content or the applicable
third parties. Roofstock may share personally identifiable information you provide to us via the Services and
financial and other information we have about you with third-parties so that the third parties may personalize
the Third-Party Content that they provide to you. We will comply with applicable legal requirements,
including requirements to obtain your consent before we share such information with third parties,
in connection with how we share this information.
Rights and Terms for Apps
Subject to your compliance with these Terms, Roofstock grants you a limited non-exclusive, non-transferable,
non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you
own or control. You may not copy the App, except for making a reasonable number of copies for backup or archival
purposes. Except as expressly permitted in these Terms, you may not:
(i) copy, modify, or create derivative works based on the App;
(ii) distribute, transfer, sublicense, lease, lend, or rent the App to any third party;
(iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available
to multiple users through any means. Roofstock reserves all rights in and to the App not expressly granted to
you under these Terms.
You expressly consent to be contacted by Roofstock, our agents, representatives, affiliates, or anyone calling
on our behalf for any and all purposes, at any telephone number, or physical or electronic address you provide
or at which you may be reached. You agree we may contact you in any way, including SMS messages
(including text messages), calls using prerecorded messages or artificial voice, and calls and messages
delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played
when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls,
he or she may also leave a message on your answering machine, voice mail, or send one via text.
You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and
artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf
at the specific number(s) you have provided to us, or numbers we can reasonably associate with your account
(through skip trace, caller ID capture or other means), with information or questions about your application,
loan and/or account. You certify, warrant and represent that the telephone numbers that you have provided to us
are your numbers and not someone else's. You represent that you are permitted to receive calls at each of the
telephone numbers you have provided to us. You agree to alert us whenever you stop using a particular telephone
If you have provided consent for telemarketing calls, you agree that (i) we, our agents, representatives, affiliates,
third parties, and anyone calling on our behalf may call, email or SMS messages (including text messages)
you at the numbers and addresses you have provided for purposes of describing goods and services that may be of
interest to you, offered by us, our affiliates and/or third parties; (ii) agree these calls, text and email
messages may be made using an automatic dialing or email system technology and/or involve prerecorded and/or
artificial voice messaging. Your consent, if provided, will be effective even if the number you have provided
is registered on any state or federal Do-Not-Call (DNC) list. This consent for telemarketing calls shall remain
in effect until you revoke it. Your consent to telemarketing calls may be revoked by informing the telemarketing
representative, or any other method, which ensures we receive the revocation.
Your consent to telemarketing calls is not a condition using the Services.
You also understand that your cellular or mobile telephone provider will charge you according to the type of plan you carry.
You can revoke your consent by contacting us via email at firstname.lastname@example.org. You may also reach us by writing to us
at the following address: Roofstock, Inc., 1625 Clay Street, Fifth Floor, Oakland, CA 94612, Attention: Compliance.
Call Recording And Monitoring
You consent to the recording and monitoring, for quality assurance, training, risk management and/or collection
purposes, of any call that you place with us (or our agents, representatives, affiliates, third parties
or anyone calling on our behalf) or that we (or our agents, representatives, affiliates, third parties or anyone
calling on our behalf) place to you.
You agree not to do any of the following:
- Post, upload, publish, submit, or transmit any User Content that:
(i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret,
moral rights or other intellectual property rights, or rights of publicity or privacy;
(ii) violates, or encourages any conduct that would violate, any applicable
law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading or deceptive;
(iv) is defamatory, obscene, pornographic, vulgar or offensive;
(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
(vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, Roofstock's name,
any Roofstock trademark, logo or other proprietary information, or the layout and design of any page or form
contained on a page, without Roofstock's express written consent;
- Access, tamper with, or use non-public areas of the Services, Roofstock's computer systems, or the technical
delivery systems of Roofstock's providers;
- Attempt to probe, scan, or test the vulnerability of any Roofstock system or network or breach any security
or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure
implemented by Roofstock or any of Roofstock's providers or any other third party including another user to
protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use
of any engine, software, tool, agent, device or mechanism including spiders, robots, crawlers, data mining
tools or the like other than the software and/or search agents provided by Roofstock or other generally
available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters
or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Roofstock trademark, logo URL or product name
without Roofstock's express written consent;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting,
or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the
Services or Content;
- Copy, modify or create derivative works based on the Content and Services, other than your own User Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without
limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other Users of the
Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation;
- Publish or distribute any Content or Third Party Content without the prior written consent of Roofstock or
- Encourage or enable any other individual to do any of the foregoing.
Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content,
we have the right to do so for the purpose of operating the Services to ensure compliance with these Terms; and to
comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or
disable access to any Content, including User Content, at any time and without notice, including, but not limited to,
if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms.
We have the right to investigate violations of these Terms or conduct that affects the Services.
We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Roofstock respects copyright law and expects its Users to do the same. It is Roofstock's policy to terminate access
in appropriate circumstances to Users who repeatedly infringe or are believed to be repeatedly infringing the rights
of copyright holders. It is Roofstock's policy to handle copyright infringement claims by Users and third parties
in accordance with the Digital Millennium Copyright Act ("DMCA").
Links to Third Party Websites or Resources
The Services and App may contain links to third-party websites or resources, including Third-Party Content as
described above. We provide these links as a convenience and are not responsible for the content, products or
services on or available from those websites or resources or links displayed on such websites. You acknowledge
sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services for any reason or no reason, in our sole discretion,
at any time and without prior notice to you. You may also cancel your Account at any time by sending an email
to us at email@example.com. Upon any termination, discontinuation, or cancellation of Services or your Account,
the following provisions will survive, Contract with Buyers, Contract with Sellers, Warranty Disclaimers,
Indemnity, Limitations of Liability, and Dispute Resolution Provisions, and any other provisions which by
their sense and context are intended to survive.
EXCEPT FOR THE ROOFSTOCK GUARANTEE AS SET FORTH IN THE PARAGRAPH ENTITLED "THE ROOFSTOCK GUARANTEE",
AS BETWEEN YOU AND ROOFSTOCK, THE SERVICES, INCLUDING THE CONTENT, LISTINGS AND ANY USER CONTENT,
ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT,
AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES
WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS OR REGARDING THE QUALITY,
ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OR LISTINGS. WE SPECIFICALLY MAKE
NO WARRANTY THAT USE OF THE ROOFSTOCK PLATFORM WILL RESULT IN BUYERS OF YOUR PROPERTIES.
WE MAKE NO WARRANTY AS TO THE QUALITY OR ACCURACY OF THE LISTINGS OR SERVICES OR THE QUALITY OF THE PROPERTIES,
AND IDENTITY, CHARACTER OR CONDUCT OF BUYERS AND SELLERS AND ASSUME NO RESONSIBILITY FOR A BUYER'S OR SELLER'S
COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS
AND INTERACTIONS WITH USERS WITH WHOM YOU COMMUNICATE OR INTERACT, AS A RESULT OF YOUR USE OF THE SERVICES -
PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. ROOFSTOCK EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT
OR OMISSION OF ANY BUYER, SELLER, OR OTHER THIRD PARTY.
You will indemnify, defend and hold harmless Roofstock and its officers, directors, employees and agents,
from and against any and all claims, disputes, demands, liabilities, damages, losses, and costs and expenses,
including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with
(i) your access to or use of the Services
(ii) your User Content;
(iii) your violation of these Terms;
(iv) your non-compliance with applicable law in connection with your posting of Listings and sale of Properties
if you are a Seller, or your purchase of Properties if you are a Buyer; or (v) the acts or omissions of your
third party property manager, real estate broker, agent, lender, or title or escrow company.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR USE
OF THE SERVICES, AND ANY CONTACT YOU HAVE WITH BUYERS, IF YOU ARE A SELLER, OR ANY CONTACT YOU HAVE WITH SELLERS
IF YOU ARE A BUYER, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU.
NEITHER ROOFSTOCK NOR ANY ROOFSTOCK ENTITY OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE
SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS,
LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE
SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES,
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY,
AND WHETHER OR NOT ROOFSTOCK HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET
FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT TO THE EXTENT OF THE ROOFSTOCK GUARANTEE (AS SET FORTH IN THE PARAGRAPH ENTITLED "THE ROOFSTOCK GUARANTEE")
OR (A) A CLAIM ARISING OUT OF THE PLATFORM SERVICES, OR (B) ANY THIRD PARTY CONTENT POSTED ON OUR SITE
(IN WHICH CASES OUR LIABILITY FOR (A) AND (B) SHALL NOT EXCEED $100), IN NO EVENT WILL ROOFSTOCK'S TOTAL
LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNT OF ROOFSTOCK'S MARKETPLACE FEES
IF YOU ARE A BUYER, OR IF YOU ARE A SELLER, THE AMOUNT OF ROOFSTOCK'S SALES COMMISSION FOR THE APPLICABLE LISTED
THE LAW OF SOME JURISDICTIONS DOES NOT ALLOW THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY, SO THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU, OR ARE HEREBY MODIFIED TO ADHERE TO THE LAW OF SUCH JURISDICTIONS.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN ROOFSTOCK AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard
to its conflict of laws provisions.
YOU AND ROOFSTOCK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Roofstock
agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a
representative or class proceeding.
Arbitration of Disputes
YOU AND ROOFSTOCK AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE
BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF OR THE PROVISION OR USE OF THE SERVICES OR
CONTENT (COLLECTIVELY, "DISPUTES
") WILL BE SETTLED BY BINDING ARBITRATION, EXCEPT THAT YOU AND ROOFSTOCK RETAIN THE RIGHT:
(I) TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT; AND
(II) TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR
THREATENED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF A PARTY'S COPYRIGHTS, TRADEMARKS, TRADE SECRETS,
PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (THE ACTION DESCRIBED IN THE FOREGOING CLAUSE (II),(AN "IP PROTECTION ACTION
Arbitration Opt Out
WITHOUT LIMITING THE PRECEDING SENTENCE, YOU WILL ALSO HAVE THE RIGHT TO OPT-OUT AND LITIGATE ANY OTHER DISPUTE IF
YOU PROVIDE ROOFSTOCK WITH WRITTEN NOTICE OF YOUR DESIRE TO DO SO BY EMAIL OR REGULAR MAIL AT CONTACT@ROOFSTOCK.COM
WITHIN THIRTY (30) DAYS FOLLOWING THE DATE YOU FIRST ACCEPTED THESE TERMS (SUCH NOTICE, AN "ARBITRATION OPT-OUT NOTICE
IF YOU DON'T PROVIDE ROOFSTOCK WITH AN ARBITRATION OPT-OUT NOTICE WITHIN THE THIRTY (30) DAY PERIOD, YOU WILL BE
DEEMED TO HAVE KNOWINGLY AND INTENTIONALLY WAIVED YOUR RIGHT TO LITIGATE ANY DISPUTE EXCEPT AS EXPRESSLY SET FORTH
IN CLAUSES (I) AND (II) ABOVE. THE EXCLUSIVE JURISDICTION AND VENUE OF ANY IP PROTECTION ACTION OR, IF YOU TIMELY
PROVIDE ROOFSTOCK WITH AN ARBITRATION OPT-OUT NOTICE, WILL BE THE STATE AND FEDERAL COURTS LOCATED IN THE NORTHERN
DISTRICT OF CALIFORNIA AND EACH OF THE PARTIES HERETO WAIVES ANY OBJECTION TO JURISDICTION AND VENUE IN SUCH COURTS.
UNLESS YOU TIMELY PROVIDE ROOFSTOCK WITH AN ARBITRATION OPT-OUT NOTICE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND
ROOFSTOCK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
IF THIS SPECIFIC PARAGRAPH IS HELD UNENFORCEABLE,
THEN THE ENTIRETY OF THIS "DISPUTE RESOLUTION" SECTION WILL BE DEEMED VOID. EXCEPT AS PROVIDED IN THE PRECEDING
SENTENCE, THIS "DISPUTE RESOLUTION" SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS.
THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE "AAA RULES")
THEN IN EFFECT, EXCEPT AS MODIFIED BY THIS "DISPUTE RESOLUTION" SECTION. (THE AAA RULES ARE CURRENTLY AVAILABLE
AT WWW.ADR.ORG/ARB_MED OR BY CALLING THE AAA AT 1-800-778-7879.) THE FEDERAL ARBITRATION ACT WILL GOVERN THE
INTERPRETATION AND ENFORCEMENT OF THIS SECTION.
A PARTY WHO DESIRES TO INITIATE ARBITRATION MUST PROVIDE THE OTHER PARTY WITH A WRITTEN DEMAND FOR ARBITRATION AS
SPECIFIED IN THE AAA RULES. (THE AAA PROVIDES A GENERAL DEMAND FOR ARBITRATION AND A SEPARATE DEMAND FOR ARBITRATION
FOR CALIFORNIA RESIDENTS.) THE ARBITRATOR WILL BE EITHER A RETIRED JUDGE OR AN ATTORNEY LICENSED TO PRACTICE
LAW AND WILL BE SELECTED BY THE PARTIES FROM THE AAA'S ROSTER OF ARBITRATORS. IF THE PARTIES ARE UNABLE TO
AGREE UPON AN ARBITRATOR WITHIN TEN (10) DAYS OF DELIVERY OF THE DEMAND FOR ARBITRATION, THEN EITHER PARTY MAY
REQUEST THAT THE AAA APPOINT THE ARBITRATOR IN ACCORDANCE WITH THE AAA RULES.
ARBITRATION LOCATION AND PROCEDURE
UNLESS YOU AND ROOFSTOCK OTHERWISE AGREE, THE ARBITRATION WILL BE CONDUCTED IN THE COUNTY OR STATE WHERE YOU RESIDE.
IF YOUR CLAIM DOES NOT EXCEED $10,000, THEN THE ARBITRATION WILL BE CONDUCTED SOLELY ON THE BASIS OF THE DOCUMENTS
THAT YOU AND ROOFSTOCK SUBMIT TO THE ARBITRATOR; UNLESS YOU REQUEST A HEARING OR THE ARBITRATOR DETERMINES THAT
A HEARING IS NECESSARY. IF YOUR CLAIM EXCEEDS $10,000, YOUR RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES.
SUBJECT TO THE AAA RULES, THE ARBITRATOR WILL HAVE THE DISCRETION TO DIRECT A REASONABLE EXCHANGE OF INFORMATION
BY THE PARTIES, CONSISTENT WITH THE EXPEDITED NATURE OF THE ARBITRATION.
THE ARBITRATOR WILL RENDER A FINAL AND BINDING AWARD WITHIN THE TIME FRAME SPECIFIED IN THE AAA RULES.
THE ARBITRATOR'S DECISION WILL INCLUDE THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH THE ARBITRATOR
BASED THE AWARD. JUDGMENT ON THE ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
THE ARBITRATOR'S AWARD OF DAMAGES MUST BE CONSISTENT WITH THE TERMS OF THE "LIMITATION OF LIABILITY" PROVISIONS
ABOVE AS TO THE TYPES AND AMOUNTS OF DAMAGES FOR WHICH A PARTY MAY BE HELD LIABLE. THE ARBITRATOR MAY AWARD
DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE
RELIEF WARRANTED BY THE CLAIMANT'S INDIVIDUAL CLAIM. IF YOU ARE THE PREVAILING PARTY OR THE MORE PREVAILING
PARTY IN ARBITRATION, YOU WILL BE ENTITLED TO AN AWARD OF ATTORNEYS' FEES AND EXPENSES, TO THE EXTENT PROVIDED
UNDER APPLICABLE LAW. ROOFSTOCK WILL NOT SEEK, AND HEREBY WAIVES ALL RIGHTS IT MAY HAVE UNDER APPLICABLE LAW TO
RECOVER, ATTORNEYS' FEES AND EXPENSES, IF IT PREVAILS IN ARBITRATION.
YOUR RESPONSIBILITY TO PAY ANY AAA FILING, ADMINISTRATIVE AND ARBITRATOR FEES WILL BE SOLELY AS SET FORTH IN THE AAA
NOTWITHSTANDING THE PROVISIONS OF THE "CHANGES TO TERMS OR SERVICES" SECTION ABOVE, IF ROOFSTOCK MATERIALLY CHANGES
THIS "ARBITRATION OF DISPUTES" SECTION AFTER THE DATE YOU FIRST ACCEPTED THESE TERMS (OR ACCEPTED ANY SUBSEQUENT
CHANGES TO THESE TERMS), YOU MAY REJECT ANY SUCH CHANGE BY SENDING US WRITTEN NOTICE (INCLUDING BY EMAIL
TO CONTACT@ROOFSTOCK.COM) WITHIN 30 DAYS OF THE DATE SUCH CHANGE BECAME EFFECTIVE, AS INDICATED IN THE
"LAST UPDATED" DATE NOTED AT THE BEGINNING OF THIS DOCUMENT OR IN THE DATE OF ROOFSTOCK'S EMAIL TO YOU
NOTIFYING YOU OF SUCH CHANGE. BY REJECTING ANY CHANGE, YOU ARE AGREEING THAT YOU WILL ARBITRATE ANY
DISPUTE BETWEEN YOU AND ROOFSTOCK IN ACCORDANCE WITH THE PROVISIONS OF THIS "DISPUTE RESOLUTION" SECTION
AS OF THE DATE YOU FIRST ACCEPTED THESE TERMS (OR ACCEPTED ANY SUBSEQUENT CHANGES TO THESE TERMS).
These Terms constitute the entire and exclusive understanding and agreement between Roofstock and you regarding
the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements
between Roofstock and you regarding the Services. If any provision of these Terms is held invalid or unenforceable
(either by an arbitrator appointed pursuant to the terms of the "Arbitration" section above or by court of
competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out
Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent
permissible and the other provisions of these Terms will remain in full force and effect. You may not assign
or transfer these Terms, by operation of law or otherwise, without Roofstock's prior written consent.
Any attempt by you to assign or transfer these Terms, without such consent, will be null and void.
Roofstock may freely assign or transfer these Terms without restriction. Subject to the foregoing,
these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by Roofstock under these Terms, including those regarding
modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services.
For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Roofstock's failure to enforce any right or provision of these Terms will not be considered a waiver of such
right or provision. The waiver of any such right or provision will be effective only if in writing and signed
by a duly authorized representative of Roofstock. Except as expressly set forth in these Terms, the exercise
by either party of any of its remedies under these Terms will be without prejudice to its other remedies
under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Roofstock at