REALLY, INC. END USER LICENSE AGREEMENT

Last updated:November 22, 2019

Really, Inc. (“Really,” “us,” “we,” or “our“) operates the https://reallyhq.com/ website, other associated websites, the Really mobile applications, our APIs, and any and all other methods we may employ to provide access to Really’s software platform(s) and services (collectively the “Service(s)” or ).

Please carefully read and review this End-User License Agreement (this “Agreement,” and collectively with our Terms and Conditions, Privacy Policy, and other customers Agreements, which are incorporated herein by reference, our “Terms”) and our Terms carefully before clicking the “I Agree” button, and/or accessing Really’s Services via Really’s mobile applications, websites, APIs or any other method of access we may provide. Any capitalized terms not defined herein have the meanings set forth elsewhere in the Terms.

Read This First

By clicking the “I Agree” button, downloading our mobile applications or using the Service, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement, as well as the remainder of the Terms, constitute a binding legal agreement between you (either an individual or an entity) and Really, and it governs your use of the Service made available to you by Really, our relationship with you and our legal obligations to each other.

If you do not agree with or to be bound by the Terms, including this Agreement, do not click on the “I Agree” button and do not download or use the Service.

The Service is licensed, not sold, to you by Really for use strictly in accordance with the terms of this Agreement and the other applicable Terms.

License

Really grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Service solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement, and for those additional commercial purposes for which the Service is intended and designed, subject to any additional terms you may be required to agree to to access those commercial parts of the Service, including those related to subscriptions, ownership of data and or content, confidentiality and payment, if applicable.

Restrictions

You agree not to, and you will not permit others to:

  • license, sell, rent, lease, assign, distribute, transmit, host,outsource, disclose or otherwise commercially exploit the Service or make the Service available to any third party;
  • copy or use the Service for any purpose other than as permitted under the “License” section above;
  • modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Service; or 
  • remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Really or its affiliates, partners, suppliers or the licensors of the Service.

Intellectual Property

The Service, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Really

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to Really with respect to the Service shall remain the sole and exclusive property of Really.

Really shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Modifications to Service

Really reserves the right to modify, suspend or discontinue, temporarily or permanently, the Service or any service to which it connects, with or without notice and without liability to you.

Updates to Service

Really may, from time to time, provide enhancements or improvements to the features/functionality of the Service, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates“).

Updates may modify or delete certain features and/or functionalities of the Service. Really will make reasonable efforts to inform you of Updates that may impact your use of the service in advance. You agree that Really has no obligation to (i) provide any Updates, (ii) continue to provide or enable any particular features and/or functionalities of the Service to you, and that any such features or functionalities may be modified or removed in future updates, and (iii) you hereby consent in advance to any Updates that Really deems necessary or appropriate, and no such Updates shall alter your obligations under this Agreement and / or the other Terms, including those regarding Subscriptions or Payments.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Service, and (ii) subject to the terms and conditions of this Agreement.

Third-Party Services

The Service may display, include or make available third-party content (including data, information, Services and other products services) or provide links to third-party websites or services (“Third- Party Services“).

You acknowledge and agree that Really shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Really does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Privacy Policy

Really collects, stores, maintains, and shares information about you in accordance with its Privacy Policy, which is available at https://reallyhq.com/privacy-policy/. By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Policy.

Referral Agreements

As part of the Really Service, you may choose to use the Service to enter into real estate agent referral fee sharing or other similar agreements “Referral Agreement(s)”. You acknowledge and affirm that you understand that any such Referral Agreements you enter into with third parties via the Really Service are legally binding contractual agreements by and between those third parties, that Really is not and shall not under any circumstances be a party to or bear any responsibility for such Referral Agreements, including but not limited to any responsibility for enforcing or bearing any costs related to enforcing such Referral Agreements, and shall under no circumstance indemnify, defend, hold harmless, bear any liability or other obligations whatsoever to you or any other party to such Referral Agreements(s) or any third parties arising out of or in connection to any such Referral Agreement(s).

Really strives to keep its referral agreements up to date. However, because the law changes rapidly, Really cannot guarantee that all of the information contained within the Service is completely current. The law is different from jurisdiction to jurisdiction, and may be subject to interpretation by different courts. The law is a personal matter, and no general information or tool like the kind Really provides can fit every circumstance. Furthermore, the legal information contained within the Service is not legal advice and is not guaranteed to be correct, complete or up-to-date. Therefore, if you need legal advice for your specific problem, or if your specific problem is too complex to be addressed by our tools, you should consult a licensed attorney in your area. Really is not your attorney.

You hereby acknowledge and affirm that by entering into any such Referral Agreement(s) you a) reaffirm your understanding of and agreement with the prior paragraph, b) consent to executing any such Referral Agreement via electronic signature, c) acknowledge and agree to be bound by the terms and conditions of any such Referral Agreement; d) agree to be prompt, truthful and honest at all times in relation to information regarding the referral transaction underlying any such Referral Agreement, including but not limited to immediately disclosing the true and complete terms of any completed real estate transaction giving rise to an obligation to share a referral fee under any such Referral Agreement; and e) agree to immediately pay Really any fees which may be due related to facilitating a Referral Agreement that results in a referral fee upon the completion of the underlying real estate transaction.

Term and Termination

This Agreement shall remain in effect until terminated by you or Really, in accordance with this Agreement or with the applicable provisions of the other Terms.

Really may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Really, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Service and all copies thereof from your mobile device or from your computer, and cancelling your Subscription, if applicable.

Really reserves the right to suspend or terminate this Agreement and/or your access to the System if you fail to promptly comply with your obligations under any Referral Agreement, or your obligations herein related thereto.

Upon termination of this Agreement, you shall cease all use of the Service and delete all copies of the Service and/or any information downloaded from or provided by the from your mobile device or from your computer.

Termination of this Agreement will not limit any of Really’s rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Furthermore, as Referral Agreements are legally binding agreements between you and third parties, and Really is not a party to any such Referral Agreements, any active Referral Agreements entered into via the Service prior to any termination shall remain in full force and effect following the termination of this agreement, in accordance with the terms and conditions of the applicable Referral Agreement. Really is not in any way responsible for enforcing the terms of any such Referral Agreements; maintaining and enforcing such agreements, especially after the termination of this Agreement for any reason, is your sole responsibility.

Indemnification

You agree to indemnify and hold Really and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Service; (b) violation of this Agreement or any law or regulation; (c) violation of any right of a third party or (d) your failure to meet any obligations under or terms of any Referral Agreement.

No Warranties

The Service is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Really, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Really provides no warranty or undertaking, and makes no representation of any kind that the Service will meet your requirements, achieve any intended results, be compatible or work with any other software, Services, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Really nor any of Really’s providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error- free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of Really are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

Notwithstanding any damages that you might incur, the entire liability of Really and any of its suppliers under any provision of this Agreement and /or with regard to any Referral Agreement facilitated by the Service, and your exclusive remedy for all of the foregoing, shall be limited to the lesser amount actually paid by you for the Service, or $1000.00.

To the maximum extent permitted by applicable law, in no event shall Really or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Agreement), arising out of your use of the Services, any real estate transaction, Referral Agreement, this Agreement, the Terms, or any other interaction between you and Really, the services, or third parties in relation to the Services or any Referral Agreement, even if Really or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability

If any provision of this Agreement or the Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

For U.S. Government End Users

The Service and related documentation are “Commercial Items”, as that term is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used under 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Export Compliance

You may not export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained.

In particular, but without limitation, the Service may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

By installing or using any component of the Service, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.

Amendments to this Agreement

Really reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Governing Law

The laws of New York, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.

Contact Information

If you have any questions about this Agreement, please contact us at info@reallyhq.com.

Entire Agreement

This Agreement and the other Terms (including our Privacy Policy located at https://reallyhq.com/privacy-policy/ and Terms and Conditions located at https://reallyhq.com/terms-and-conditions/, which are incorporated herein by reference) constitutes the entire agreement between you and Really regarding your use of the Service and supersedes all prior and contemporaneous written or oral agreements between you and Really

You may be subject to additional terms and conditions that apply when you use or purchase other Really’s services, which Really will provide to you at the time of such use or purchase.