Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Unlocked Platform, you agree to comply with and be bound by these Terms of Service.
Please note: Section 10 of these Terms of Service contains an arbitration clause and class action waiver that applies to all Unlocked users. If you reside in the United States, this provision applies to all disputes with Unlocked. If you reside outside of the United States, this provision applies to any action you bring against Unlocked in the United States. It affects how disputes with Unlocked are resolved. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
These Terms of Service (“Terms“) constitute a legally binding agreement (“Agreement“) between you and Unlocked (as defined below) governing your access to and use of the Unlocked website, including any subdomains thereof, and any other websites through which Unlocked makes the Unlocked Services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “Unlocked Services“). The Site, Application and Unlocked Services together are hereinafter collectively referred to as the “Unlocked Platform”.
When these Terms mention “Unlocked,” “we,” “us,” or “our,” it refers to the Unlocked company you are contracting with.
1.1 The Unlocked Platform is an online marketplace that enables users (“Users”) to join a network of homeowners and home buyers interested in using the Unlocked Platform to discover, research, market and advertise residential real estate properties and/or connect directly with other Users and/or third parties engaged in the same or related activities or services (the “Purpose”).
1.2 As the provider of the Unlocked Platform, Unlocked does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any of the properties listed on the Unlocked Platform. If and when Users transact with one another or with a third party service provider, they are entering into a contract directly with each other or with such service provider. Unlocked is not and does not become a party to or other participant in any contractual relationship between Users. Unlocked is not acting as an agent in any capacity for any User.
1.3 If you choose to use the Unlocked Platform as a User, your relationship with Unlocked is limited to being an independent user, and not an employee, agent, joint venturer or partner of Unlocked for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Unlocked.
1.4 The Unlocked Platform may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Unlocked is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Unlocked of such Third-Party Services.
1.5 Due to the nature of the Internet, Unlocked cannot guarantee the continuous and uninterrupted availability and accessibility of the Unlocked Platform. Unlocked may restrict the availability of the Unlocked Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Unlocked Platform. Unlocked may improve, enhance and modify the Unlocked Platform and introduce new Unlocked services from time to time.
2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Unlocked Platform or register an Unlocked account. By accessing or using the Unlocked Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
2.2 Unlocked may make the access to and use of the Unlocked Platform, or certain areas or features of the Unlocked Platform, subject to certain conditions or requirements, such as completing a verification process or meeting specific quality or eligibility criteria.
Unlocked reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Unlocked Platform. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Unlocked Platform will constitute acceptance of the revised Terms.
4.1 Unlocked may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Unlocked Platform (“User Content“); and (ii) access and view User Content and any content that Unlocked itself makes available on or through the Unlocked Platform, including proprietary Unlocked content and any content licensed or authorized for use by or through Unlocked from a third party (“Unlocked Content” and together with User Content, “Collective Content“).
4.2 The Unlocked Platform, Unlocked Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge and agree that the Unlocked Platform and Unlocked Content, including all associated intellectual property rights, are the exclusive property of Unlocked and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Unlocked Platform, Unlocked Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Unlocked used on or in connection with the Unlocked Platform and Unlocked Content are trademarks or registered trademarks of Unlocked in the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Unlocked Platform, Unlocked Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
4.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Unlocked Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Unlocked or its licensors, except for the licenses and rights expressly granted in these Terms.
4.4 Subject to your compliance with these Terms, Unlocked grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Unlocked Platform and accessible to you, solely for your personal and non-commercial use.
4.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Unlocked Platform, you grant to Unlocked a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Unlocked Platform, in any media or platform. Unless you provide specific consent, Unlocked 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 or exploit your User Content.
4.6 You are solely responsible for all User Content that you make available on or through the Unlocked Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Unlocked Platform or you have all rights, licenses, consents and releases that are necessary to grant to Unlocked the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Unlocked’s use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4.7 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities or substances; or (vi) violates any other Unlocked policy. Unlocked may, without prior notice, remove or disable access to any User Content that Unlocked finds to be in violation of these Terms, or otherwise may be harmful or objectionable to Unlocked, its Users, third parties, or property.
4.8 Unlocked respects copyright law and expects its Users to do the same. If you believe that any content on the Unlocked Platform infringes copyrights you own, please notify.
5.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Unlocked Platform. In connection with your use of the Unlocked Platform, you will not and will not assist or enable others to:
5.2 You acknowledge that Unlocked has no obligation to monitor the access to or use of the Unlocked Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Unlocked Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Unlocked in good faith, and to provide Unlocked with such information and take such actions as may be reasonably requested by Unlocked with respect to any investigation undertaken by Unlocked or a representative of Unlocked regarding the use or abuse of the Unlocked Platform.
5.3 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Unlocked by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
6.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Unlocked terminate the Agreement in accordance with this provision.
6.2 You may terminate this Agreement at any time by contacting us and providing notice of your intent to terminate.
6.3 Without limiting our rights specified below, Unlocked may terminate this Agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address.
6.4 Unlocked may immediately, without notice terminate this Agreement if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Unlocked believes in good faith that such action is reasonably necessary to protect the personal safety or property of Unlocked, its Users, or third parties (for example in the case of fraudulent behavior of a User).
6.5 In addition, Unlocked may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Unlocked Account registration, listing process or thereafter, (iv) Unlocked believes in good faith that such action is reasonably necessary to protect the personal safety or property of Unlocked, its Users, or third parties, or to prevent fraud or other illegal activity:
6.6 When this Agreement has been terminated, you are not entitled to a restoration of your Unlocked account or any of your User Content. If your access to or use of the Unlocked Platform has been limited or your Unlocked account has been suspended or this Agreement has been terminated by us, you may not register a new Unlocked account or access and use the Unlocked Platform through an Unlocked account of another User.
6.7 If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.
If you choose to use the Unlocked Platform or Collective Content, you do so voluntarily and at your sole risk. The Unlocked Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Unlocked Services, laws, rules, or regulations that may be applicable to your use of the Unlocked Platform and that you are not relying upon any statement of law or fact made by Unlocked relating to such use.
UNLOCKED IS NOT ACTING AS, AND NOTHING CONTAINED IN THESE TERMS, MADE AVAILABLE ON THE UNLOCKED PLATFORM OR PROVIDED AS AN UNLOCKED SERVICE SHALL BE DEEMED TO IMPLY THAT UNLOCKED OR ANY EMPLOYEE, DIRECTOR OR AFFILIATE THEREOF IS ACTING AS, A REAL ESTATE BROKER OR SALESPERSON AS DEFINED BY THE CALIFORNIA BUREAU OF REAL ESTATE OR BY ANY OTHER GOVERNMENT AGENCY OR REGULATOR. YOU AGREE THAT YOU ARE USING THE UNLOCKED PLATFORM AND ANY AND ALL UNLOCKED SERVICES SOLELY FOR THE INTENDED PURPOSE, AND THAT UNLOCKED’S SOLE OBLIGATION, SUBJECT TO THESE TERMS, IS TO MAKE THE UNLOCKED PLATFORM AND UNLOCKED SERVICES AVAILABLE TO YOU FOR SUCH PURPOSE. UNLOCKED IS NOT, AND WILL NOT BE CONSTRUED TO BE, ACTING AS AN AGENT, REAL ESTATE AGENT, REAL ESTATE BROKER, REAL ESTATE SALESPERSON OR IN ANY RELATED AGENCY CAPACITY FOR ANY USER, UNLESS AND UNTIL SUCH AGENCY RELATIONSHIP IS ACKNOWLEDGED IN WRITING BETWEEN UNLOCKED AND ANY SUCH USER.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Unlocked Platform and Collective Content, your publishing or viewing of any content via the Unlocked Platform or any other interaction you have with other Users whether in person or online remains with you. Neither Unlocked nor any other party involved in creating, producing, or delivering the Unlocked Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Unlocked Platform or Collective Content, or (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Unlocked Platform, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Unlocked 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. In no event will Unlocked’s aggregate liability arising out of or in connection with these Terms and your use of the Unlocked Platform, or from the use of or inability to use the Unlocked Platform or Collective Content and in connection therewith, exceed the amounts you have paid or owe for use of the Unlocked Platform in the twelve (12) month period prior to the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Unlocked and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
You agree to release, defend (at Unlocked’s option), indemnify, and hold Unlocked and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms, (ii) your improper use of the Unlocked Platform or any Unlocked Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction or use, or (iv) your breach of any laws, regulations or third party rights.
10.1 This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the United States; or (ii) do not reside in the United States, but bring any claim against Unlocked in the United States (to the extent not in conflict with Section 14).
10.2 Overview of Dispute Resolution Process. Unlocked is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 10.1 applies: (1) an informal negotiation directly with Unlocked’s customer service team, and (2) a binding arbitration administered by the American Arbitration Association (“AAA”) using its specially designed Consumer Arbitration Rules (as modified by this Section 10). Specifically, the process provides:
10.3 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Unlocked each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Unlocked’s customer service team by emailing us at the contact addresses provided on the Unlocked platform. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
10.4 Agreement to Arbitrate. You and Unlocked mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Unlocked Platform, any Unlocked Service or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Unlocked agree that the arbitrator will decide that issue.
10.5 Exceptions to Arbitration Agreement. You and Unlocked each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
10.6 Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.
10.7 Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Unlocked agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in San Francisco County; (c) in any other location to which you and Unlocked both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
10.8 Arbitrator’s Decision. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
10.9 Jury Trial Waiver. You and Unlocked acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
10.10 No Class Actions or Representative Proceedings. You and Unlocked acknowledge and agree that we are each waiving the right to participate as a plaintiff or class User in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and Unlocked both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
10.11 Severability. Except as provided in Section 19.10, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
10.12 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Unlocked changes this Section 10 (“Dispute Resolution and Arbitration Agreement”) after the date you last 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) within thirty (30) days of the date such change became effective. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Unlocked in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
10.13 Survival. Except as provided in Section 10.10, this Section 10 will survive any termination of these Terms and will continue to apply even if you stop using the Unlocked Platform or terminate your Unlocked account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Unlocked Platform (“Feedback“). You may submit Feedback by emailing us, through the Contact section of the Unlocked Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
12.1 If you reside in the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 10 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.
13.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Unlocked and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Unlocked and you in relation to the access to and use of the Unlocked Platform.
13.2 No joint venture, partnership, employment, or agency relationship exists between you and Unlocked as a result of this Agreement or your use of the Unlocked Platform.
13.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
13.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
13.5 Unlocked’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
13.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Unlocked’s prior written consent. Unlocked may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
13.7 Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be in writing and given by Unlocked via email, Unlocked Platform notification, or messaging service (including SMS and WeChat).
13.8 If you have any questions about these Terms please email us at the contact information provided in the “Contact” section of the Unlocked Platform.
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