Advertising Agent Terms and Conditions
The following paragraphs are incorporated into and are made a part of
HouseHunt Select's Advertising Agreements.
1. Property, Data and Information of Agent. Agent accepts responsibility and liability for the information for all material and information provided to HouseHunt and understands and agrees that HouseHunt will not be taking any action to verify its accuracy before placement into www.househunt.com.HouseHunt's only responsibility with respect to advertisements is to coordinate and organize advertisement spaces.
HouseHunt is not liable to any third party for any complaints, claims, and/or law suits by consumers and/or other real estate brokers or agents. Any costs and expenses incurred by HouseHunt for attorneys, court costs or fees, acts of government or private organizations, individuals, and others associated with any disputes between the undersigned and HouseHunt and its related corporations and individuals will be paid by Agent. All contents and materials of every web site of HouseHunt and its associated domains, whether visible or hidden from screen, may not be reproduced without the express written consent of HouseHunt and/or its associated domain owners. Once all materials and contents are activated on the Internet, these become copyrighted property of HouseHunt and its associated domains. HouseHunt is a trademark of HouseHunt
2. Fees and dues are subject to change, only after the initial term of the Agreement, upon written notice to the Agent, effective for the month immediately following the month of notice.
3. Warranty Disclaimer. HouseHunt will provide its best efforts within the scope of its obligations under this Agreement, but does not guarantee to create traffic flow (hits) for each. Success is solely Agent's risk, responsibility, and reward.. Additionally, HouseHunt does not own or operate web hosting servers and its own search engines. Thus HouseHunt is not liable for any interruptions or problems of Internet access by the servers and search engines not owned or controlled by HouseHunt.
4. Non-compete and Confidentiality. During the term of this Agreement, Agent will not engage in the development, sale and/or distribution, directly or indirectly, of any computer programs and Internet web sites with substantial functional similarity to or competitive with HouseHunt's or its affiliates' products and software.
A. Confidentiality. Agent understands and agrees that, in HouseHunt's performance of its duties hereunder, HouseHunt will communicate to Agent (or its designees) certain confidential and proprietary information concerning its services and web site and know-how, technology, techniques and marketing plans relating thereto (collectively the "Know-How"), all of which are confidential, proprietary to and trade secrets of HouseHunt not known to the general public or the industry in which Agent operates. Agent agrees to hold all of such Know-How within its own organization and shall not, without specific prior written consent of an authorized officer of HouseHunt utilize in any manner, communicate or disclose any part thereof to any third party. Agent shall require all of its agents and employees to read this provision, shall take full responsibility for them, and shall vigorously enforce such agreement. Agent acknowledges that: (i) the restrictions contained in this Agreement are reasonable and necessary to protect HouseHunt's legitimate interests, (ii) remedies at law will be inadequate and any violation of these restrictions will cause great and irreparable harm and damage to HouseHunt within a short period of time, and (iii) HouseHunt will be entitled to injunctive relief with respect to each violation, and to prevent any future violations. Agent further agrees that all confidentiality commitments hereunder shall survive termination of this Agreement for any reason.
B. Ownership. Agent acknowledges and agrees that HouseHunt is the sole owner of all right, title and interest in the Web Site Agreement Software, including all copyrights, Know-How, trade secrets, patents and other proprietary rights, and all proprietary, trademark or copyright markings thereon throughout the world. Agent shall not do anything or commit any act, which might prejudice or adversely affect the validity of such ownership or markings by HouseHunt.
C. Proprietary Markings. Agent agrees not to remove or destroy any proprietary, trademark or copyright markings or confidentiality legends placed upon or contained within any Web Site subject to this Agreement, HouseHunt's Software or any related materials or documentation. Agent further agrees to insert and maintain such proprietary, trademark and/or copyright markings or confidentiality legends within any related materials or documentation. Agent shall cease to use the markings, or any similar markings, in any manner on the expiration or other termination of this Agreement.
D. Legal Notices. Agent shall immediately advise HouseHunt of any legal notices served on Agent, which might affect HouseHunt. Agent further agrees reasonably to assist and cooperate with HouseHunt's engineers, accountants, attorneys, and service and sales personnel concerning this Agreement.
E. Acknowledgment of Trade Secrets.Agent acknowledges that the Services provided, and HouseHunt's Software contains valuable trade secrets and confidential information owned by HouseHunt, including but not limited to the development status of the Software, the functionality of the Software, the appearance, content and flow of the Software's screens, the method and pattern of user interaction with the Software, and the content of the Software's documentation [except as supplied by Agent].
F. Restrictions. Agent agrees that Agent (and its employees, partners, associates, affiliates, or anyone working on Agent's behalf or for Agent's benefit) shall not, directly or indirectly: (i) sell, lease, assign, sublicense or otherwise transfer, (ii) duplicate, reproduce or copy (except to make one backup copy), (iii) disclose, divulge or otherwise make available to any third party, (iv) use except as authorized by this Agreement, or (v) decompile, disassemble or otherwise analyze for reverse engineering purposes, HouseHunt's Web Site and Software, including all trade secrets and confidential information therein. Agent shall take all reasonable precautions to prevent inadvertent disclosure of HouseHunt's Software, including all trade secrets and confidential information therein.
G. No Disclosure to Third Parties. Without in any way limiting the scope of paragraph 6, Agent specifically acknowledges and agrees that it shall not permit any third party, nor any employee, representative or agent thereof, that develops, markets or licenses computer programs with functionality similar to the functionality of HouseHunt's Software to have access to the HouseHunt's Software or to any trade secrets and confidential information therein.
5. Limitation of Liability. Notwithstanding anything to the contrary in the Agreements between HouseHunt and any agent, HouseHunt shall not be liable for any loss, claim or other damage, including, without limitation, special, incidental, consequential or punitive damages, resulting from or related to: (i) HouseHunt's termination of this Agreement for cause or without cause, and/or (ii) any interruption of services, where such interruption results from any technical, labor, or power difficulties occurring during HouseHunt's administration of services hereunder. In the event of such interruption of services, HouseHunt will use reasonable good faith efforts to remedy any such cause of interruption so as to provide services as expeditiously as possible. Subject to the foregoing, the liability of HouseHunt with respect to this Agreement shall in any event be limited to no more than one year of monthly service fees for the services provided under this Agreement and shall not include any contingent liability.
6. Miscellaneous. Unless specifically stated to the contrary, nothing contained in this Agreement, whether express or implied, shall confer any rights or remedies under or by reason of this Agreement on any person or entity not a party to this Agreement. Each party whose signature is affixed hereto in a representative capacity represents and warrants that he is authorized to execute this Agreement on behalf of and to bind the entity on whose behalf his signature is affixed.
8. All Party Notification. In compliance with the Federal Communications Commission (FCC) (18 U.S.C. 2511(2)(d) and California (Code 631 - 632), HouseHunt whereby notifies Agent that Company may record telephone conversations for training and customer service reasons. Agent is hereby placed on notice that such recording device(s) may be used.
9. Termination. Termination shall be in accordance with the Advertising Agreement.
10. Agent Understanding. . Agent understands that building a long-term business is a long-term commitment to providing consumers with valuable information, promoting successes and maintaining repetitive contact on a consistent basis. (HouseHunt has provided advertising services, agent systems and tools necessary to build such a business, however it is the agent's responsibility to do the work required.) Agent understands that immediate results may occur, however in most cases successes occur after a sufficient sized database is accumulated and the agent has maintained repetitive contact from six months to two years.
11. Agent Reporting. Agent agrees to report closing results (from HouseHunt generated leads) to HouseHunt, Inc on a monthly, quarterly and annual basis, and that HouseHunt has the right to use Agents name and picture in any marketing of Agents success by HouseHunt.
12. Agent Representation. Agent does represent and warrant that Agent has, and at all times during the term of this Agreement and any extension thereof shall have, the right and authority, free of charge or restriction imposed on HouseHunt, to copy, adapt, distribute, display, and publish any images or material on the web site as Agent may request of HouseHunt from time to time; specifically, but without limitation, Agent represents and warrants that it has obtained or will obtain consent to any and all uses by obtaining appropriate permissions and/or releases from any person who may have rights in the images or material, including without limitation publishers, photographers, artists, sponsors, video tapes, sound trackers and depicted individuals or organizations, including, without limitation, celebrities and private individuals.
13. Agent Acknowledges. Agent expressly acknowledges that HouseHunt is a service provider and not a publisher of any features, content or contributions selected or used by Agent. Agent understands and acknowledges that HouseHunt expressly disavows any responsibility for screening, monitoring, policing or editing the content of the web site with respect to materials provided by Agent, and further understands that if HouseHunt should deem any such content to be inappropriate or illegal, specifically, but without limitation, if such content shall (i) materially violate the rights of any third party and/or substantially appear to provide the basis for any claim of defamation, copyright, trademark, trade secret or moral right infringement, and/or (ii) be materially obscene or threatening, HouseHunt reserves the right to immediately remove or refuse to post any such offending content on the web site in HouseHunt's reasonable discretion.
14. Products. Agent understands that HouseHunt, Inc or its affiliates offer different exclusive and non-exclusive products through the HouseHunt.com, MoveUp.com and iHotleads systems. Agent understands that HouseHunt Select is primarily an advertising program with limited access to some of our Marketing tools such as our Total Internet Marketing (TIM) programs. HouseHunt.com is principally a buyer focused system with Agent receiving all buyer related leads for Agents' exclusive territories as defined by HouseHunt. MoveUp.com is principally a seller focused system with the real estate agent receiving information from all consumers who have accessed the system in their exclusive zip codes for information on sold properties around their homes. Once a territory is sold to either a HouseHunt Select Advertising agent, a HouseHunt.com Premier exclusive agent, or a MoveUp.com exclusive agent, all leads for that territory become the property of the Agent. Except as provided elsewhere, Agent's purchase of a HouseHunt Select Advertising territory does not entitle Agent to any benefits of the HouseHunt.com or MoveUp.com systems. HouseHunt.com Premier exclusive territories and MoveUp.com exclusive zip codes may by separately purchased on an "as available" basis.
15. Agreement. HouseHunt and Agent understand and agree to all of the expectations, terms and conditions regarding the purchase of a HouseHunt Advertising territory.