These Terms and Conditions (the "Terms
") govern your use of our website located at www.roofstock.com (the
") and the online platform services provided by Roofstock, Inc. ("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 properties ("Buyer(s)
"). 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 clicking on the "I Agree to the Roofstock Terms and Conditions" box when you sign up for Roofstock or by using
the Services, you agree to be bound by these Terms. If you don't agree to these Terms, do not click on that box or
use the Roofstock 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 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 "ARBITRATION"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,
" or "Property
" 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 or a third party real estate agent or broker
approved by Roofstock ("Roofstock Entity
"), 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
") 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 or a third party real estate agent or broker may represent 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
applicable Roofstock Entity or 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. The terms and conditions
of the Broker Agreement are independent of, and in addition to, these Terms and in the event of any conflict or
inconsistency between these Terms and the Broker Agreement with respect to a Roofstock Entity's role for purchase of
a Property, the Broker Agreement will govern. Buyers are solely responsible for performing Buyers' obligations under
any agreement that Buyers enter into with any real estate agents or brokers. If a Buyer is not represented by a
Roofstock Entity and 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
We may also provide analytics, valuation estimates, asset management and other information services to Users via the
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.
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 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
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 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
" 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 METHODOLIGIES
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.
Except to the extent of the terms and conditions of any Broker Agreement into which you have entered with a
Roofstock Entity, 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
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 unless you, as a Buyer, have entered into a separate Broker Agreement with a
Roofstock Entity, in which case our role, if any, will be addressed in the Broker Agreement, 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 marketplace fee ("Marketplace
") 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, 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
To the extent you decide to engage a Featured Property Manager, such property manager and you shall execute
Roofstock's then-current Standard Addendum to Management Agreement ("Management Addendum"). In connection with the
Management Addendum 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
Roofstock provides a 30-day guarantee to Buyers of 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 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 Property and the following conditions are met:
- There must be no material change to the condition of the Property since the closing of the sale of the
- There must have been no Material Adverse Changes with respect to the Property;
- Roofstock must be provided the right to re-market and re-sell the 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 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 Property at the Investment Price, or if resold by Roofstock below
the Investment Price, you will be paid the amount for which the Property is resold plus the difference between the
Investment Price and the resale price. If the 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 Property for the Investment Price, or will pay you
the amount of the Property Investment Price without taking title. Only one 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 Property and any person, entity, agent, assignee, facilitator, intermediary or accommodator
related to (a) the Buyer; (b) any transaction involving the Property; or (c) any person or entity having a financial
interest in 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
" means 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
Rights in User Content Granted by You
You hereby grant to Roofstock a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to (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 any inaccuracies.
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 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
- 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
- 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
firstname.lastname@example.org. 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 PROPERTY.
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.
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
LIMITING THE PRECEDING SENTENCE, YOU WILL ALSO HAVE THE RIGHT TO 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 OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS ACTION OR REPRESENTATIVE PROCEEDING.
FURTHER, UNLESS BOTH YOU AND ROOFSTOCK OTHERWISE AGREE IN WRITING,
THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY
CLASS OR REPRESENTATIVE PROCEEDING. 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 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
If you have any questions about these Terms or the Services, please contact Roofstock at email@example.com