Agent Evolution, a division of IDX, LLC (“IDX”), offers WordPress website and Theme development and hosting services. We build resources using WordPress that our clients (“Clients”) use to power websites for themselves or their clients (“Services”). Clients who run their websites on WordPress, or web development agencies that build websites for their clients on WordPress, can purchase our Themes, Plugins or Websites to add real estate listing search functionality. Our Themes use pre-made templates that change a website’s appearance, while the Plugins add functionality. Clients in turn make their websites available to their customers (“End Users”).
Agent Evolution offers various services our Clients and End Users through our website (agentevolution.com). By using Agent Evolution Services, you agree to the following terms of service and any related policies, guidelines or amendments, including but not limited to any program policies and legal notices (collectively, the “Terms”) without modification of any kind. We reserve the right to update these Terms without prior notice. By accepting these Terms, you understand that you have entered into an agreement with Agent Evolution regarding our Services (“Agreement”).
Use of Services
IDX, LLC, through its division Agent Evolution, offers its Services to you, if you have the legal capacity to enter a contract under the laws of the United States, Canada or other applicable jurisdiction. In order to access the Services, we may require you to provide current and accurate identification, contact and other information as part of the registration process. You agree to maintain the confidentiality of your account password and all activities that occur under your account. You agree to notify immediately IDX of any unauthorized use of your password or account or any other breach of security that may affect your account. Neither IDX nor Agent Evolution can or will assume liability for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.
We value your privacy and protect that privacy using the following principles:
- We do not ask you for personal information unless we truly need it.
- We do not share your personal information with anyone except to comply with the law or protect our rights.
- We do not store personal information on our servers unless required for the on-going operation of one of our services.
We collect certain identifying information of the sort that web browsers and servers typically make available, such as IP address, browser type, language preference, referring website and the date and time of each visitor request. We collect this information to analyze and understand how Agent Evolution website visitors use the website. From time to time, Agent Evolution may release such identifying information aggregated, e.g., by publishing a report on trends in the usage of its website.
Gathering of Personally-Identifying Information
Certain visitors to Agent Evolution’s websites choose to interact with Agent Evolution in ways that require Agent Evolution to gather personal information. The amount and type of information that Agent Evolution gathers depends on the nature of the interaction. For example, we ask visitors who purchase Themes to provide a username and email address along with certain financial information required to process purchase transactions. In each case, Agent Evolution only collects necessary information required to fulfill the purpose of the visitor’s interaction with Agent Evolution. Agent Evolution does not disclose such personal information except as described below.
Protection of Certain Personal Information
Agent Evolution discloses personal information only to its employees, corporate ownership, contractors and affiliated organizations who (i) need to know that information in order to process it on Agent Evolution’s behalf or to provide services available at Agent Evolution’s websites, and (ii) have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country. By using Agent Evolution’s websites, you consent to the transfer of such information to them.
Agent Evolution will not under any circumstance rent or sell personal information to anyone. Agent Evolution will only disclose personal information when compelled to do so by law or court order or when we have a good faith belief that disclosure is reasonably necessary to protect the property or rights of Agent Evolution, third parties or the public at large. As a registered User, we may occasionally send you an email to inform you about new features, solicit your feedback or update you regarding Agent Evolution and our products. We primarily use our various product blogs to communicate this type of information, so we expect to keep this type of email to a minimum.
In order to use our Services, you must:
- Not have violated any embargoes, export controls, or other laws of the United States of America or jurisdiction governing this Agreement;
- Have attained the greater of the legal age required to enter into a contract in the jurisdiction where you reside or eighteen years of age;
- If purchasing Services on behalf of an organization of any type, have the organization’s specific authority to bind it to this Agreement, for which you and the organization accept joint and several liability for any breach of this Agreement that may occur; and,
Further, you agree and represent that:
You will submit accurate and complete information in connection with this Agreement and that you will maintain and promptly update any such information to ensure accuracy at all times;
- You agree that IDX, Agent Evolution or affiliated third parties may contact you via Email, SMS or text messaging regarding Agent Evolution’ services;
- You grant Agent Evolution permission to email or display your profile and such other information supplied by you as we deem advisable in our sole determination in connection with the Service or for marketing purposes;
- You grant Agent Evolution permission to access your account and those messages, data, information, text, graphics, audio, video or other content that you have posted, uploaded or transmitted to or through the Service using your account (“Content”);
- You agree not to offer for sale, modified or unmodified, Agent Evolution WordPress Themes and Plugins, which we release to you for personal use under GNU Public License version 2.0;
- You understand that we have designed all Themes to work and look good in the most popular web browsers – Google Chrome, Safari, Firefox, and Internet Explorer (only the last two releases – IE10 and IE11; we do not support older versions; and,
- You agree that we do not support any third party products, Theme customizations or WordPress itself.
We sell our Themes and Plugins as digital downloads through our website. We provide Website packages as a self-managed service or a managed hosting service, depending on the terms of your Agreement.
Website Setup (TurnKey Websites and Equity Installs)
The Website Setup Service includes the basic installation of WordPress, Equity Framework and an Equity Child Theme to match the Theme’s demo website. In addition, we may upload and configure a single logo and customer contact information.
The Website Setup Service does not include the creation of pages, posts, Content, navigation items or anything outside of the Theme demo Content or any customizations or changes to the Theme code. You should not use the Website Setup Service for established websites with existing Content.
Support Subscription (Equity Framework)
Agent Evolution charges an annual Equity Framework subscription fee equal to $49.99 for a Consumer (Regular) license and $99.99 for a Developer license. This provides for ongoing support and software updates. This Support does not include customization, CSS modifications, or other items not listed in the Support (TurnKey Websites, Equity Installs, and Themes) section. The annual subscription renews automatically on the anniversary date of purchase. You may cancel the subscription online through your Agent Evolution account homepage prior to the next monthly charge.
IDX, Hosting, and Support Subscription (TurnKey)
Agent Evolution charges a monthly subscription fee equal to $99.99 plus any MLS data fees. This provides for ongoing website IDX Home Search, Hosting, Theme support and Equity Framework updates. Hosting services include 5GB of storage and up to 100,000 visits per month. Websites that exceed either limit are subject to outage fees. Support does not include customization, CSS modifications, or other items not listed in the Support (TurnKey Websites, Equity Installs, and Themes) section. The subscription automatically renews monthly on the date of purchase. You may cancel the subscription by contacting Agent Evolution no less than 2 business days prior to the next monthly charge.
Note that IDX service terms are available through idxbroker.com. You agree to those terms when submitting an order for combined services (TurnKey Website + IDX services) through Agent Evolution.
Support (TurnKey Websites, Equity Installs, and Themes)
We provide support for any Theme or Equity Install purchased from Agent Evolution for one year after the purchase date and for as long as you pay the annual Equity Framework support subscription. Support for TurnKey Website purchases is provided so long as the monthly subscription is paid. Support includes rectifying issues arising from packaged Theme features, bug fixes and basic usage questions. We do not provide support for our free Themes, Plugins or third party plugins or troubleshoot issues caused by Internet Explorer versions older than version 10, WordPress or website customization. You should direct questions and inquiries to our support forum.
We do not provide support for websites with questionable Content, such as pornography, prostitution, racist Content, possible scams or other Content that we in our sole discretion determine inappropriate.
We offer support from Monday through Friday, 8 a.m. to 4 p.m. PST/PDT (UTC/GMT-5) and respond to support requests in the order received.
Agent Evolution reserves the right to cancel and disable an account if we, in our sole judgment, determine that a client or the client’s primary contact has displayed a pattern of abusive, irrational or otherwise disruptive communication with the Agent Evolution Support teams, or any other Agent Evolution employee.
Subscriptions and Payment
We require you to submit payment information in order to purchase Themes, TurnKey Websites, Equity Installs, or the Equity Framework through the Agent Evolution website. Agent Evolution uses secure 3rd party services to process purchase transactions; accordingly, you must agree with their terms and conditions before paying for any of our Services.
Website and other subscription-based service renew monthly or as determined by order terms. Note that IDX service terms are available through idxbroker.com. You agree to those terms when submitting an order for combined services (TurnKey Website + IDX services) through Agent Evolution. You may cancel your Equity subscription at any time through your AgentEvolution.com account homepage or by contacting Agent Evolution directly. You may cancel a TurnKey subscription of free trial by contacting Agent Evolution in writing at email@example.com. If you do not cancel prior to the next billing period, we will automatically bill you for the next billing cycle.
You have sole responsibility for any applicable state, federal or provincial taxes. Although we may not charge taxes on any transaction, you agree that you will pay any applicable taxes or fees to your local or state tax agency for any purchases. We do not collect, transmit or advise on taxes, duties, or other levies by the government regarding your purchases.
Child Theme Content
Agent Evolution respects the rights of third party creators and Content owners and expects that you will do the same. Given the nature of the Service, we cannot and do not routinely monitor Content posted or transmitted by you and third-party information providers via the Service, including, without limitation, any Content posted via the child Themes produced from the Equity Framework. You expressly agree that we: (a) have no liability for such Content and (b) reserve the right to review, reject, delete, remove, modify or edit any such Content at any time for any reason, without liability and without notice to you. We reserve the right, but are not obligated, to remove Equity child Themes, for any reason, including child Themes, that we believe violate these Terms or our Acceptable Use Policy.
Nature of Service
Agent Evolution makes no representations, warranties or endorsements about the Content displayed using Themes or websites provided by Agent Evolution. You acknowledge that, unless otherwise stated, Agent Evolution does not endorse the Content of any website which uses its templates and you agree to release us from any liability arising from or relating to the acts or omissions of any of our users whether in relation to their use of our templates or otherwise.
Agent Evolution reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any reason, including your breach of this Agreement or related third party service agreement for which you may have registered, or a violation of the rights of another user or the law. You may unsubscribe from any further communication from Agent Evolution at any time by emailing a written notice to firstname.lastname@example.org. You remain responsible for ensuring delivery of the notice to Agent Evolution. You may also unsubscribe by clicking the Email Preferences link or the opt-out link in any of the Agent Evolution emails.
Agent Evolution reserves the right with or without notice or liability to you at any time to change, modify or discontinue any Service or a portion or attribute of a Service, or offer information, Content, product or service.
Since Agent Evolution offers intangible irrevocable goods and services, as a matter of policy, we do not issue refunds once a sale closes. This applies to online orders that have successfully downloaded and website delivery has begun. We consider issuing a refund if:
- We delivered a damaged or defective Product and could not provide you with the complete working files; or,
- We delivered a Product different from that described on our website.
You should report such issues to our Support team within seven (7) business days from the date of the purchase. You must provide clear and convincing evidence that the purchased product meets one of the criteria listed above. Complaints based solely on false expectations or wishes do not qualify for a refund.
Agent Evolution and IDX reserve the right to modify this Refund Policy at its discretion, or against any client abusing this policy. Any such revision or change will become binding and effective immediately after posting of the revised Refund Policy on Agent Evolution websites.
You agree to review our websites periodically, including the current version of our Refund Policy.
Credit Card Chargebacks or Fraudulent Claims
Agent Evolution will contest any disputed authorized credit card or PayPal charges, unless we have approved a refund. We will report any attempt to make a fraudulent claim of unauthorized card usage.
Acceptable Use Policy
The following activities may result in termination of your Agent Evolution account for cause: (a) submitting Content patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting Content that could be harmful to minors; (c) engaging in activity or submitting Content that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” or harvesting or otherwise collecting personally identifiable information about Service users, including names, phone numbers, addresses, email addresses, (collectively, “User Data”) without consent; (e) engaging in activity, or submitting Content, or promoting false or misleading information or that promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting Content that contain restricted or password only access pages, or hidden pages or images; (g) submitting Content that displays pornographic or sexually explicit material of any kind; (h) submitting Content that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; (i) submitting Content that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting Content that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or “scrape” web pages or the Content contained in the Agent Evolution website or for any other unauthorized purpose without our prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; (n) decompiling, reverse engineering, or disassembling the software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the Service or our hardware and software infrastructure or that of any of our Licensors or Suppliers. In addition, you covenant and represent that you will not use the Service in violation of the law or these Terms of Service.
Agent Evolution has copyrighted the contents of the Service as follows: “© 2015 Agent Evolution, LLC. All rights reserved.” You may not claim intellectual or ownership of any of our products, modified or unmodified. All products remain the property of Agent Evolution, Inc. You agree not to copy, distribute, display, disseminate or otherwise reproduce any of the information on the site without receiving our prior written permission.
“Agent Evolution” represents a trademark used by us to identify our website, service and business. You agree not to use this trademark phrase without our prior written consent. Additionally, you agree not to use our trade dress, or copy the look and feel of our website or its design, without our prior written consent. You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting a competing business.
Copyright and Trademark Notices
IF YOU DO NOT AGREE TO THE TERMS STATED ABOVE OR TO ANY CHANGES MADE IN THESE TERMS, PLEASE EXIT THIS WEBSITE AND SERVICE IMMEDIATELY.
Agent Evolution’s Service may offer forums, blogs, comments areas, bulletin boards and chat rooms (collectively, “Forums”) intended to provide clients an interesting and stimulating forum for expressing opinions and sharing ideas. Agent Evolution does not endorse or warrant the accuracy or reliability of any advice, opinion, statement or information posted on these Forums. Please use your best judgment, and respect other individuals using these Forums. Do not use vulgar, abusive or hateful language. You must not upload copyrighted or other proprietary Content of any kind on the Service without the express permission of the owner of that Content and may result in civil or criminal liability. Any information you disclose when posting a message in these Forums may become public. You should not include any information in your posting that you do not want others to see or use. You agree that you will not hold Agent Evolution responsible for any third party’s use of information contained in such posting. To maintain a positive, creative environment in which Clients may share and display Content, you must use such Forums in a manner consistent with our Acceptable Use Policy.
Revocation of Consent
We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this agreement, at any time. You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.
You agree to submit any claim or controversy arising out of or relating to the use of Agent Evolution’s Service or products (“Dispute”) to binding arbitration in Modesto, California, before a single arbitrator selected pursuant to and using the Commercial Arbitration rules of the American Arbitration Association (“AAA”) in force at that time.
The arbitrator shall apply the substantive law of the State of California, except that the Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.
To commence a claim, a party must make a written demand to the other party for arbitration. Each part shall bear its own costs and attorneys’ fees. The prevailing party may enter judgment on an arbitrator’s award in any court of competent jurisdiction in California. The arbitrator shall not award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages. Each party irrevocably waives any claim to damages in excess of compensatory damages awarded by the arbitrator.
The agreement to arbitrate shall not constitute an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND AGENT EVOLUTION WILL BE RESOLVED BY BINDING ARBITRATION; THUS, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOU ACKNOWLEDGE AND AGREE THAT YOU AND AGENT EVOLUTION ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Agent Evolution otherwise agree, 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. A NEUTRAL ARBITRATOR SHALL DETERMINE YOUR RIGHTS NOT A JUDGE OR JURY.
Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
California Users and Residents
Pursuant to California Civil Code Section 1789.3, California residents must send any questions about pricing, complaints or inquiries about Agent Evolution to our agent for notice via certified mail to: Agent Evolution, P.O. Box 222, Riverbank, CA 95367, Attn: Agent for Notice.
California residents may file complaints or inquiries about Agent Evolution by writing to The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Sacramento, CA 95834, or by calling the Unit at (916) 445-1254 or (800) 952-5210.
Use of Third Party Services
As a part of our Service, we may offer links to websites operated by various third parties. We expressly disavow any responsibility or liability for any acts or omissions created or performed by these third parties. Further, we do not endorse any services offered on or content provided by such third parties. We provide such links for your convenience and reference only.
Representations and Warranties and Indemnification
You hereby represent and warrant that: (a) you have all necessary authority, rights and permissions to submit the Content and grant the licenses described in these Terms, (b) the accuracy, timeliness and completeness of such Content, (c) the Content and your use of the Service does not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (d) the Content and your use of the Service does not violate any applicable law or regulation or cause injury to any person; (e) your use of the Service will not violate any agreements between you and a third party.
You agree to indemnify, defend and hold harmless Agent Evolution, and its officers, directors, employees, agents, and contractors from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to: (a) the Content you provide or approve for publication, (b) your use of the Service, (c) your breach of these Terms of Service, or (d) any actual, prospective, completed or terminated service between you and a third party.
Disclaimers and Limitations
AGENT EVOLUTION INTENDS THAT THE INFORMATION CONTAINED IN ITS SERVICE CONSISTS OF ACCURATE AND RELIABLE INFORMATION; HOWEVER, ERRORS SOMETIMES OCCUR. IN ADDITION, AGENT EVOLUTION MAY MAKE CHANGES AND IMPROVEMENTS TO THE INFORMATION PROVIDED AT ANY TIME. AGENT EVOLUTION PROVIDES THE SERVICE AND RELATED INFORMATION, SOFTWARE, PRODUCTS AND SERVICES “AS IS.” AGENT EVOLUTION AND ITS SUPPLIERS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. YOU USE AGENT EVOLUTION’S SERVICE AT YOUR OWN RISK. AGENT EVOLUTION AND ITS SUPPLIERS SHALL BEAR NO LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF AGENT EVOLUTION’S WEBSITE OR SERVICE OR WITH THE DELAY OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH AGENT EVOLUTION, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AGENT EVOLUTION AND ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL AGENT EVOLUTION OR ITS SUPPLIERS BEAR LIABILITY FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. AGENT EVOLUTION’S LIABILITY, AND THE LIABILITY OF AGENT EVOLUTION’S SUPPLIERS AND AFFILIATES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF $500.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE COMPRISE A FUNDAMENTAL ELEMENT OF THIS AGREEMENT. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT ALWAYS APPLY.
Governing Law and Jurisdiction
You agree that the Service operates solely in California and as a passive service that does not give rise to personal jurisdiction over Agent Evolution, either specific or general, in any jurisdiction other than California. The law of the State of California shall govern these Terms of Service without respect to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. We each agree to submit to the personal jurisdiction of a state court located in Modesto, California or the United States District Court for the Northern District of California, for any actions for which either party retains the right to seek injunctive or other equitable relief, as further described in the Arbitration provision above.
Entire Agreement (Merger Clause)
Notwithstanding any applicable statute of limitations, you agree that any cause of action arising out of or related to this service must commence within one (1) year after the cause of action accrues.
Reservation of Rights
All rights not expressly granted herein are reserved to Agent Evolution.
You agree that Agent Evolution shall have any liability for any claim or loss that results from events beyond our control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of Contents, or any other event beyond our control.
If a court of competent jurisdiction holds any provision of this Agreement unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force without the offending provision. If two or more provisions of this Agreement conflict, you waive the right to raise such conflict and Agent Evolution shall have the sole right to determine which provision prevails.
Agent Evolution reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this agreement or any applicable law shall not constitute waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Assignment of Rights
You may not assign your rights or delegate your obligations under this Agreement to any other party without our prior written consent. We may assign our rights or delegate our obligations under this Agreement to any other party at our sole discretion.
Agent Evolution uses section headings in the Terms for convenience only and such headings have no legal or contractual effect.
IDX Broker Terms of Service
By using IDX, LLC products, software, services or web sites (“IDX Services”), you agree to the following terms and conditions, and any related policies, guidelines or amendments , including but not limited to Program Policies and Legal Notices (collectively, the “Terms”). We reserve the right to update these Terms in the future. You can find the most current version of the Terms on the IDX website at http://www.idxbroker.com/termsofservice.php
IDX, LLC, its subsidiaries, and affiliated companies (collectively “IDX”) offer its IDX Services to you, if you have the legal capacity to enter a contract under the laws of the United States, Canada or other applicable jurisdiction. In order to access certain IDX Services, we may require you to provide current and accurate identification, contact and other information as part of the registration process or continued use of IDX Services. You agree to maintain the confidentiality of your account password and all activities that occur under your account. You agree to notify IDX immediately of any unauthorized use of your password or account or any other breach of security that may affect your account. IDX cannot and will not assume liability for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.
IDX provides customer support by telephone and email, Monday through Friday, between 7AM and 5PM PST/PDT. IDX provides technical support relating to errors in, or the improper functioning of, the services at no additional cost. IDX reserves the right to cancel and disable an account if IDX, in its sole judgment, determines that a customer or the customer’s primary contact has displayed a pattern of abusive, irrational or otherwise disruptive communication with the IDX Customer or Tech Support teams, or any other IDX employee.
You understand and agree that you remain solely responsible for any information, data, text, email, listings, software, photographs, graphics, video, messages or other materials (“Content”) you originate or provide IDX. IDX reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via IDX Services. You further understand that using IDX Services may expose you to offensive, indecent or objectionable Content, and that you use IDX Services at your own risk.
You agree that you remain solely responsible for your own conduct and any Content that you create, transmit or display while using IDX Services and for any consequences that may occur as a result. You agree to use IDX Services only for legal and proper purposes and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts IDX Services or servers or networks connected to IDX Services.
In addition to and incorporated into these Terms, IDX may promulgate separate policies or guidelines to govern your use of certain specific IDX Services.
Like many other websites, IDX makes use of log files, which include internet protocol (IP) addresses, browser types, Internet Service Providers (ISP), date/time stamps, referring/exit pages and number of clicks to analyze trends, administer the site, track user’s movement around the sites and demographic information. IP addresses and other such information do not link to any personal information.
Cookies and Beacons
If you or your website visitors wish to disable cookies or beacons, you may do this through your individual internet browser options. You can find information about a specific web browser’s cookie management at the browser’s website.
By using IDX Services, you acknowledge and agree that IDX may access, preserve, and disclose your account information and any Content associated with that account if law or a good faith belief in the reasonable necessity requires such access preservation or disclosure to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of IDX, its users or the public as required or permitted by law.
You understand that the technical processing and transmission of IDX Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.
You acknowledge and agree that IDX Services and any necessary software used in connection with IDX Services (“Software”) contain proprietary and confidential information protected by applicable intellectual property and other laws and treaties. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, IDX Services or Software, in whole or in part except as specifically authorized in writing by IDX or other proper third-party rights holders.
Subject to these Terms, IDX grants you a personal, non-transferable and non-exclusive right and license to use its Software; provided that you do not (and do not allow any third-party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless permitted or required by law or expressly authorized in writing by IDX.
You agree not to use modified versions of the Software, including without limitation for the purpose of obtaining unauthorized access to IDX Services. Except as expressly authorized by IDX you agree not to use, copy, imitate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way likely to cause confusion among consumers. You also agree not to remove, obscure, or alter IDX’s or any third-party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the IDX Services or Software.
IDX claims no ownership or control over any Content submitted, posted or displayed by you on or through IDX Services. You or a third-party licensor, as appropriate, retain all ownership of patent, trademark and copyright to any Content you submit, post or display on or through IDX Services and responsibility for protecting those rights. By submitting, posting or displaying Content on or through IDX Services intended for public dissemination, you grant IDX a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on IDX Services for the purpose of displaying, distributing and promoting IDX Services. IDX reserves the right to syndicate Content submitted, posted or displayed by you on or through IDX Services and use that Content in connection with any service offered by IDX. IDX furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted by this section to any content submitted.
GRANT OF LICENSE
This License Agreement (License) permits you to use a single login, on a single domain name (URL). IDX licenses the Software as a single product, to an individual user, or group of users for Multiple User Licenses and Site Licenses. This Agreement requires that each user of the Software have a license, either individually, or as part of a group. A Multi-User License provides for a specified number of users to use this Software at any time. This does not provide for concurrent use across multiple domain names (URLs) unless IDX specifically agrees and you order such concurrent use at an additional cost above the normal licensing fee. Each Software user must have an individual, or access as part of a group Multi-User License. You access the Software when accessed you log in via web browser or hyperlinked from any source. The software may reside (whether built in or framed) within one primary domain name (URL), unless specifically agreed upon in the service agreement.
Limitations on License
Except as expressly permitted by these Terms, IDX grants no rights to do any of the following, and you shall not cause or allow anyone else, to do any of the following: (a) use, display, access, distribute, transfer, alter, or modify the licensed content, or otherwise create any derivative works of the licensed content, (b) download, distribute, export, deliver, or transmit any of the licensed content, including to any computer or other electronic device, or (c) sell, grant access to, or sublicense the licensed content, or any portion of the licensed content, to any third-party. You agree to take all reasonable steps necessary to protect the licensed content from unauthorized access, distribution, copying or use. Additionally, you agree never to use crawlers, rogue bots, site scrapers or any automated script/software or method that attempts to mine the listing content on your own or any other accounts in the system. If you violate these limitations, you acknowledge that we may block access to our servers and terminate your account without prior notice.
MLS Data Services
IDX provides certain services from third-party Multiple Listing Services (MLS). You agree to use such services subject to the terms and conditions set forth by each individual MLS supplier, which usually includes that you have an active membership in the MLS. You understand and agree that you have sole responsibility for any fees charged by the MLS data supplier. IDX or the MLS data supplier will provide you with documentation, contracts and fees required to participate in the MLS data services. IDX reserves the right to retain any mutually signed contracts and is not obligated to provide access to final MLS documentation or contracts. IDX expressly disclaims responsibility for the accuracy, completeness, functionality, usability, availability or merchantability of the MLS data services provided by third-party MLS data suppliers. You provide access and use of MLS data services strictly at your own risk.
You agree that you shall (i) not use IDX Services for “spamming,” as determined by IDX in its reasonable discretion; (ii) keep secure any identification, password and other confidential information relating to your site and shall notify IDX immediately of any known or suspected unauthorized use of your site or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information; (iii) not use the IDX Services for any unlawful purpose; (iv) not engage in any other conduct that restricts or inhibits any other person from using or enjoying IDX Services, or which, in the judgment of IDX exposes IDX or any of its customers or suppliers to any liability or detriment of any type; and (vi) remain solely responsible for obtaining, maintaining and paying for all telephone, computer hardware and other equipment needed to access and use the IDX Services.
Malware, Spyware, and Wrappers
You agree that you shall not distribute, intentionally or not, malware, spyware, or other code that IDX considers a liability. IDX reserves the right to disable any account that demonstrates such behavior.
Software and Automatic Updates
These Terms and any additional terms and conditions of the end-user license agreement accompanying Software provided by IDX shall govern your use of such Software. IDX may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop IDX Services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions.
General Practices Regarding Use and Storage
You agree that IDX has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by IDX Services. You acknowledge that IDX may have set no fixed upper limit on the number of transmissions you may send or receive through IDX Services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.
Modifications to Service
IDX reserves the right at any time and from time to time to modify temporarily or permanently or discontinue IDX Services (in whole or part) with or without notice. You agree that IDX shall not bear any liability to you or to any third-party for any modification, suspension or discontinuance of IDX Services.
The fee for IDX Services comes due upon approval of the listing data display from your MLS and activation of your IDX account credentials. IDX will bill your credit card on or around the same day of the month in which your account credentials originated. (For example, if your account activated on the 25th of the month, IDX will bill your credit card on or around the 25th of each month). Services and charges will continue on a month-to-month basis, unless otherwise stated in these Terms. Payment of the monthly fee covers IDX Services for the entire monthly billing cycle, whether or not you log onto your account. IDX will not refund fees paid.
If you cancel IDX Services, please notify IDX prior to your next monthly billing date. You must initiate cancellation from your Control Panel. If for any reason you cannot cancel from your Control Panel, you may notify IDX of your intent to cancel your subscription by email (email@example.com), fax or US postal mail; however, such cancellations do not become effective until received by IDX. Please note that you cannot cancel by telephone; you must cancel in writing.
Cancelled accounts automatically terminate at the end of the current billing cycle, as long IDX receives your cancellation notice prior to the next monthly billing date (see above). Your account will remain active until terminated by the billing program. IDX does not assess a cancellation fee nor provide a refund for any unused service. Non-usage of an account does not constitute cancellation of IDX Services. Subscribers remain responsible for full payment on all accounts until properly cancelled.
You may discontinue your use of IDX Services at any time. You agree that IDX may at any time and for any reason, including a period of account inactivity, terminate your access to IDX Services, terminate the Terms, or suspend or terminate your account. If terminated, IDX will disable your account and you will not have access to IDX Services, your account or any files or other content contained in your account. Termination, Indemnity, Disclaimer of Warranties, Limitations of Liability, Exclusions and Limitations and choice of law, severability and statute of limitations within these Terms, shall survive expiration or termination.
IDX may provide, or third-parties may provide, links to other World Wide Web sites or resources. IDX has no control over such sites and resources. You acknowledge and agree that IDX has no responsibility for the availability of such external sites or resources, and does not endorse or assume liability for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that IDX has no responsibility or liability, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
IDX reserves the right to publish links to customer websites and positive feedback to our website and other public forums, such as news websites, blogs and other industry-specific websites. If you do not want us to quote your positive experiences or announce your use of our service you must notify us in advance. If IDX receives notice after initial publication date, we will promptly remove any notices generated from these announcements.
You agree to allow IDX to opt you into newsletter, new feature, and other email announcements provided by IDX. You may opt-out of any such newsletter, feature or announcements at any time, by following the instructions provided at the bottom of each such publication.
You agree to indemnify and hold IDX, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “IDX and Partners”) harmless from and against any third-party claim arising from or in any way related to your use of IDX Services, violation of the Terms or any other actions connected with use of IDX Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. If served or notified of any such third-party claim, lawsuit or action, IDX will immediately (within reason) provide you with written notice of such claim, lawsuit or action.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU USE IDX SERVICES AT YOUR SOLE RISK. IDX PROVIDES THE IDX SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IDX EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
IDX DOES NOT REPRESENT OR WARRANT (i) THAT IDX SERVICES WILL MEET YOUR REQUIREMENTS, (ii) IDX WILL PROVIDE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE IDX SERVICES, (iii) THE ACCURACY OR RELIABILITY OF ANY RESULTS OBTAINED FROM THE USE OF IDX SERVICES, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH IDX SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) THAT IDX WILL CORRECT ANY ERRORS IN THE SOFTWARE.
YOU DOWNLOAD OR OTHERWISE OBTAIN ANY MATERIAL THROUGH THE USE OF IDX SERVICES AT YOUR SOLE DISCRETION AND AT YOUR OWN RISK AND THAT YOU REMAIN SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDX OR THROUGH OR FROM IDX SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IDX SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IDX OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE IDX SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM IDX SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON IDX SERVICES; OR (v) ANY OTHER MATTER RELATING TO IDX SERVICES.
EXCLUSIONS AND LIMITATIONS
IDX DOES NOT INTEND TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY, WHICH IT MAY NOT LAWFULLY EXCLUDE OR LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES; ACCORDINGLY, ONLY THE LIMITATIONS SET FORTH ABOVE, WILL LAWFULLY APPLY TO YOU. IDX EXPRESSLY LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NO THIRD PARTY BENEFICIARIES
These Terms do not create, except as otherwise expressly provided, any third-party beneficiaries.
You agree that IDX may notify you, including those regarding changes to the Terms, by email, regular mail or web postings on IDX Services.
Entire Agreement. The current version of these Terms (including any related policies, guidelines or amendments such as Program Policies and Legal Notices) constitute the entire agreement between you and IDX and govern your use of IDX Services and supersede any prior such agreements.
Choice of Law and Forum. The laws of the State of Oregon without regard to its conflict of law provisions shall govern the Terms and the relationship between you and IDX. You and IDX agree to submit to the personal and exclusive jurisdiction of the courts located within Lane County, Oregon.
Waiver and Severability of Terms. IDX’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If a court of competent jurisdiction finds that any provision of the Terms unenforceable or invalid, you agree that the court should endeavor to give effect to the parties’ intentions as reflected by the invalidated provision to the maximum extent possible, and that the other provisions of the Terms remain in full force and effect.
Section Headings. IDX uses section headings in the Terms for convenience only and such headings have no legal or contractual effect.