Website Privacy Policy

Last Updated: August, 2024

Introduction​

OffMarket.com (“Company” “we” or “us”) respects your privacy and is committed to protecting it through our compliance with this policy.

This policy describes the types of information we may collect from you or that you may provide when you use our website at www.offmarket.com along with any related websites, software or Company servers (collectively, the “Website”) and outlines our practices for collecting, using, maintaining, protecting, and disclosing that information. We want to be transparent about the information we collect, how we use it, whom we share it with, and the controls we give you to access, update, and delete your information. After reading this privacy policy, if you still have questions, please contact us at info@offmarket.com.

This policy applies to information we collect:

• Within the Website, including chats and messaging features.
• In email, text, and other electronic messages between you and Company.
• When you interact with our advertising and applications on third-party websites and services, if those applications or advertising include links to this policy.

It does not apply to information collected by: (i) us offline or through any other means, information we collect when acting as a service provider for our customers (as defined below) with which you may interact; or (ii) any third party, including any application or content (including advertising) that may link to or be accessible from or on the Website.

Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use the Website. By accessing or using the Website, you agree to this privacy policy. This policy may change from time to time (see Changes to Our Privacy Policy). Your continued use of the Website after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.​

Information We Collect

We collect several types of information from and about users of the Website, including personal data and personal information. Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).  We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

• Identity Data includes name, title, date of birth and gender. 
• Contact Data includes mailing/billing address, email address and telephone numbers.
• Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, and other technology on the devices you use to access this Website. We also maintain audit logs, error logs and system reports that may contain your personal data.
• Profile Data includes your username and password, purchases or orders made by you (or by your employer on your behalf), your interests, preferences, feedback and survey responses.
• Usage Data includes information about how you use our Website.
• Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and may share Aggregated Data which is anonymized, de-identified or otherwise aggregated, such as statistical or demographic data for any purpose. Aggregated Data could be derived from your personal data but is not considered personal data under the law as this data will not directly or indirectly reveal your identity. For example, we may aggregate your usage data to calculate the percentage of users accessing a specific Website feature. However, if we combine or connect Aggregated Data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy policy.

How We Collect This Information

We use different methods to collect data from and about you including: (i) directly from you when you provide it to us; (ii) automatically as you navigate through the site; and (iii) from third parties, for example our business partners; each as described in greater detail below. Information collected automatically may include usage details, IP addresses, and information collected through cookies, web beacons, and other tracking technologies.

Information You Provide to Us  

The information we collect on or through the Website may include:

• Information that you provide by filling in forms on the Website. This includes information provided at the time of registering to use the Website, subscribing to our service, posting material, or requesting further services. We may also ask you for information when you report a problem with the Website.
• Records and copies of your correspondence (including email addresses), if you contact us.
• Your responses to surveys that we might ask you to complete for research purposes.
• Your search queries on the Website.
• Types of content you view within the Website or that you provide through the interactive features of our Website (See also section titled “Information Collected From the Website’s Interactive Features”).

The specific information we collect depends on the context in which you provide it, and could include:

• Name
• Email address
• Postal address
• Phone number
• Social security number
• Location and approximate value of your property
• Age and/or date of birth
• Demographic information, such as race, ethnicity and gender gathered pursuant to federal requirements
• Related loan products or services you have used in the past
• Financial information, such as income, assets and net worth
• Home ownership status and employment status
• Insurance information
• Other profile data, including your interests and preferences
• Any other information you choose to provide

If you are a registered user we may also collect the following types of information:

• Account passwords. By visiting Company’s Account Settings page on the Website, you can correct, amend, add or delete personal information associated with your account. However, even after you update information, we may maintain a copy of the original information in our records as required by applicable law or other legal obligation.

Information Collected From the Website’s Interactive Features

OffMarket.com may offer interactive features such as chat services, forums, and social media pages. We may collect the information you submit or make available through these features. Any content you provide on the public sections of these channels will be considered “public” and will not be subject to the privacy protections referenced herein.

 Sharing with Friends or Colleagues

Company’s Website may allow you to forward or share certain content with a friend or colleague, such as an email inviting your friend to use our Website. Email addresses or other contact information that you may provide for a friend or colleague will be used to send your friend or colleague the content or link you request in accordance with applicable law.

Information We Collect Through Automatic Data Collection Technologies  

As you navigate through and interact with the Website, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions, and patterns, including: (i) details of your visits to the Website, including traffic data, logs, and other communication data and the resources that you access and use on the Website; and (ii) information about your computer and internet connection, including your IP address, operating system, and browser type.

We also may use these technologies to collect information about your online activities over time and across third-party websites or other online services (behavioral tracking).

The information we collect automatically is statistical data and does not include personal information, but we may maintain it or associate it with personal information we collect in other ways or receive from third parties. It helps us to improve the Website and to deliver a better and more personalized service, including by enabling us to:

• Estimate our audience size and usage patterns.
• Store information about your preferences, allowing us to customize the Website according to your individual interests.
• Speed up your searches.
• Recognize you when you return to the Website.

The technologies we use for this automatic data collection may include:

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of the Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to the Website. For further information, visit org.
• Flash Cookies. Certain features of our Website may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from, and on our Website. Flash cookies are not managed by the same browser settings as are used for browser cookies. 
• Web Beacons. Pages or other portions of the Website and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related Website statistics (for example, recording the popularity of certain Website content and verifying system and server integrity). 

Information We May Derive

We may derive information or draw inferences about you based on the information we collect. For example, we may make inferences about your location based on your IP address or city or zip code or infer that you are looking to purchase certain real estate based on information you provide to us and your browsing behavior and past purchases.

Information About You We May Receive from Third Parties

We may receive personal data about you from various third parties and public sources including: 

• Analytics providers such as Google and Hotjar;
• Advertising networks such as Google, Bing, Facebook and Instagram.
• Contact, financial and transaction data from providers of technical, payment and delivery services.
• Identity and contact data from publicly available sources.
• Conference hosts and organizers to the extent you attend or register for conferences or other events at which Company is a participator. 
• Identity or other verification services, mailing list providers, service providers and data brokers in the real estate field.

Third-Party Use of Cookies (and Other Tracking Technologies)

• Some content or applications, including advertisements, in the Website are served by third-parties, including advertisers, ad networks and servers, content providers, and application providers. These third parties may use cookies alone or in conjunction with web beacons or other tracking technologies to collect information about you when you use the Website. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. They may use this information to provide you with advertising. 
• We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly. For information about how you can opt out of receiving targeted advertising from many providers, see Choices About How We Use and Disclose Your Information.

Cookie Policy

Company uses cookies in a range of ways to improve your experience on our website, including:

• Keeping you signed in
• Understanding how you use our website

How to manage cookies

You can set your browser not to accept cookies, and the above website tells you how to remove cookies from your browser. However, in a few cases, some of our website features may not function as a result.

How We Use Your Information

We, and our authorized third party service providers, may use information that we collect about you or that you provide to us, including any personal information:

• To present the Website and its contents to you.
• To provide you with information, products, or services that you request from us.
• To notify you about changes to the Website or any products or services we offer or provide through it or other products or services which may be of interest to you.
• To analyze trends and conduct research about improving the Website.
• To correlate information with other commercially available information to identify demographics and preferences to assist us in marketing efforts.
• To contact users for research, informational or marketing purposes.
• To learn about our users’ needs.
• To track traffic patterns and usage of the Website, including customizing our recommendations and promotions to you based on your information.
• To address information security and/or privacy practices control, network functioning, engineering, and troubleshooting issues. `
• To investigate claims and/or legal actions, violations of law or agreements, and compliance with relevant applicable laws and legal process. 
• To comply with law, or based on our good-faith belief that it is necessary to conform or comply with the law, or otherwise to disclose information to prevent fraud and reduce credit risks, to cooperate with police and other governmental authorities, or to protect the rights, property or safety of visitors to the Website or the public. 
• To process or engage in a sale of all or part of our business, or if we go through a reorganization or merger. 
• To fulfill any other purpose for which you provide it.
• To provide you with notices about your account/subscription, including expiration and renewal notices.
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for processing credit cards, billing and collection.
• To allow you to participate in interactive features on the Website.
• In any other way we may describe when you provide the information.
• For any other purpose with your consent.

We may also use your information to contact you about our own and third-parties’ goods and services that may be of interest to you and to display advertisements to our advertisers’ target audiences. For more information about steps you can take to control how your information is used, see Choices About How We Use and Disclose Your Information.

Disclosure of Your Information

We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. 

We may disclose personal information that we collect or you provide as described in this privacy policy:

• To our subsidiaries and affiliates.
• To contractors, service providers, and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Company’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Company about the Website users is among the assets transferred.
• To fulfill the purpose for which you provide it. (e.g. sharing payment information with our third party payment processors)
• For any other purpose disclosed by us when you provide the information.
• With your consent.

We may also disclose your personal information:

• To comply with any court order, law, or legal process, including to respond to any government or regulatory request.
• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Company, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

Choices About How We Use and Disclose Your Information

We strive to provide you with choices regarding the personal information you provide to us. We have created mechanisms to provide you with the following control over your information:

• Tracking Technologies and Advertising. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. You can also adjust which cookies will be deployed by setting your preferences when you first visit our Website. To learn how you can manage your Flash cookie settings, visit the Flash player settings page on Adobe’s website. If you disable or refuse cookies, please note that some parts of the Website may then be inaccessible or not function properly.
• Disclosure of Your Information for Third-Party Advertising. We may share your personal information with third parties for purposes of advertising our products and services
• Marketing and Promotional Offers from the Company. We may send marketing materials to OffMarket.com account holders and clients using various communication channels, including without limitation, email, text messages/SMS, push notifications, telephone calls, and direct mail. Individuals may also subscribe to Listing Alert Emails or other notifications with information such as customized summaries of homes for sale. OffMarket.com may send you OffMarket.com-related news and surveys in accordance with applicable law. If you do not wish to receive these communications from the Company to promote our own or third parties’ products or services, you can opt-out by sending us an email stating your request to info@offmarket.com. If we have sent you a marketing and promotional communication, you may send us a return email asking to be omitted from future email distributions. Where feasible Company will offer “unsubscribe” features to you and other users.
• Targeted Advertising. We do not control third parties’ collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. You can opt out of receiving certain targeted ads from members of the Network Advertising Initiative (“NAI”) on the NAI’s website found at http://optout.networkadvertising.org/ or a successor site.

Opting Out

You can ask us to stop sending you marketing messages at any time by (i) by following the opt-out links on any marketing message sent to you; or (ii) by contacting us at any time.

Where you opt out of receiving these marketing messages, this will not apply to personal data provided to us as a result of a product/service experience or other transactions.

State Privacy Rights

A number of states require comprehensive privacy laws giving residents specific privacy rights include: California, Colorado, Connecticut, Delaware, Indiana, Iowa, Montana, Oregon, Tennessee, Texas, Utah and Virginia. In some cases, the rights may depend on when the law is effective and whether you are a resident of a state with specific privacy laws, as well as other factors. Below are the notices that we are obligated to make pursuant to state privacy laws:

Notice of Information Collected

In the past twelve months, we may have collected the following categories of personal information:

Disclosure of Personal Information

In the past twelve months, we may have disclosed the following categories of personal information for business or commercial purposes to the following categories of recipients:

Your Right to Limit Processing of Sensitive Personal Information

If you are a California resident, under the California Consumer Privacy Act (“CCPA”), or California Privacy Rights Act (“CPRA”), you have the right to limit our processing of your Sensitive Personal Information to only uses which are necessary to perform the services or provide the goods reasonably expected by an average consumer who requests such goods or services. When we collect your Sensitive Personal Information, we collect and use that information to perform the services or provide the goods for which that information is necessary and as reasonably expected by you.

With to other state privacy laws, Company is only allowed to collect certain pieces of Sensitive Personal Information after we have obtained your consent to do so. Where required, we get your agreement to collect and use Sensitive Personal Information.

Sales of Personal Information

State privacy laws define “sales” of data and personal information differently. Under California law, the “sale” of data means certain scenarios in which Company has shared personal information with third parties or its affiliates, in exchange for valuable consideration. Other states define the “sale” of data as when Company is exchanging personal information for monetary consideration with a non-affiliated third party.

Under California’s definition of sales, we are considered to be “selling” the following types of personal information to the following types of third parties:

Your Rights Under State Privacy Laws

If you are a California resident you have the right to request correction or deletion of the personal information that we have collected from you, as well as ceasing the sharing of any personal information we have collected from you subject to limited exceptions: for example, we may retain personal information to complete a transaction with you, or we may retain information that would affect the privacy of others or interfere with legal requirements. If your deletion request is subject to an exception under the CCPA and CPRA, we may deny your deletion request. You have the right to also opt-out of the “sales” described in the above section.

To exercise the rights described above, you should send us written request via email to info@offmarket.com or via the Company address listed below.  Please ensure that your request  (1) provides sufficient information to allow us to verify that you are the person about whom we have collected personal information; and (2) provides sufficient detail to allow us to understand, evaluate, and respond to your request. We may not be obligated or able to respond to requests that do not meet these criteria. 

For your security we may require you to verify your identity before we can act on your request. There may be information we will not return in response to your access request, such as information that would affect the privacy of others or interfere with legal requirements. Similarly, there may be reasons why we cannot comply with your deletion request, such as the need to keep your personal information to fulfill a legal obligation.

Company will use commercially reasonable efforts to respond to any complete and valid request within 30 days of receipt. There is no cost to submit a valid request although Company may require a fee if your request(s) are excessive, repetitive, or unreasonable. You will not be charged a fee, and your fee-bearing request will not be processed, without Company providing you with prior written notice. 

Should you choose to exercise any of your rights under the CCPA or CPRA, Company will not deny you any services, charge you different rates, or provide lesser quality services. However, in the future Company may elect to offer different tiers of services as allowed by applicable laws which may contain differing prices, rates, or levels of quality, which may be related to the value of personal information that we receive from you.​

California Civil Code Section § 1798.83 permits users of the Website that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to info@offmarket.com.

If you are a resident of Colorado, Connecticut, Utah or Virginia you may have similar rights to know the categories of data we collect, use and disclose, as well as potential rights to request corrections or deletions of your data. To submit a request to know, correct or delete, please send an email to info@offmarket.com. We may be required to take certain steps to verify your identity before processing your request.

Data Retention

We will only retain your personal data for as long as reasonably necessary to fulfill the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorized use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.

Your Legal Rights

Under certain circumstances, you have rights under data protection laws in relation to your personal data, which may include rights to the following:

• Request access to your personal data.
• Request correction of your personal data.
• Request erasure of your personal data.
• Object to processing of your personal data.
• Request restriction of processing your personal data.
• Request transfer of your personal data.
• Withdraw consent.

If you wish to exercise any of the rights set out above, please contact us at info@offmarket.com.

​You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances. We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

​We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

Data Security

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. 

The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of the Website, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We urge you to be careful about giving out information in public areas of the Website. The information you share in public areas may be viewed by any user.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we can neither guarantee the security of your personal information transmitted to the Website nor can we guarantee that such information will not become publicly available. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website. You can reduce these risks by using common-sense security practices such as choosing a strong password, using different passwords for different services, and using up-to-date antivirus software on your electronic devices.

Users Outside of the United States

If you are visiting the Website from a location outside of the United States, your connection will be through and to servers located in the United States. All information you receive from the Website may be created on servers located in the United States, and all information you provide may be maintained on web servers and systems located within the United States. The data protection laws in the United States and other countries might not be the same as those in your country. By using the Website or submitting information to us, you specifically consent to the transfer of your information to the United States and to the facilities and servers we use, and to those with whom we may share your information.

Users in the European Union

If you are a resident of the European Union you may have specific rights with respect to your personal data which are set forth below. 

EU Data Subject Rights

The right to access – You have the right to request Company for copies of your personal data. We may charge you a small fee for this service.

The right to rectification – You have the right to request that Company correct any information you believe is inaccurate. You also have the right to request Company to complete information you believe is incomplete.

The right to erasure – You have the right to request that Company erase your personal data, under certain conditions.

The right to restrict processing – You have the right to request that Company restrict the processing of your personal data, under certain conditions.

The right to lodge a complaint with a supervisory authority – You have the right to report any complaints you may have of Company activities to a supervisory authority.

The right to object to processing – You have the right to object to Company’ processing of your personal data, under certain conditions.

The right to withdraw consent at any time – You have the right to withdraw consent to Company’ processing of your personal data, under certain conditions.

The right to data portability – You have the right to request that Company transfer the data that we have collected to another organization, or directly to you, under certain conditions.

If you make a request, we have one month to respond to you. If you would like to exercise any of these rights, please contact as set forth below.

Lawful Basis of Processing

We collect and process your personal information under the following lawful bases: 

1. With your consent as provided hereunder;
2. Performance of a contract with you;
3. For the prevention of fraud
4. As necessary to comply with a legal obligation; and
5. To fulfill our legitimate interest in conducting our business, where your interests and fundamental rights do not override those interests including, but not limited to:
   • providing the services for which you have enrolled or goods you have purchased;
   • to keep our records updated;
   • to study how users use our products/services, to develop them and grow our business and inform our marketing strategy;
   • for running our business, provision of administration and IT services, network security, to prevent fraud and in the context of a business reorganization or group restructuring exercises;
   • contacting you about our products, or responding to your requests.

Change of Purpose

We will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us.

If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal data without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

Retention of Data

Company stores your data in our repositories for as long as the individual agreement with the data controller specifies. Once this period has expired, we will delete your data automatically through technological measures in a secure manner.

Transfers of EU Data

Company will maintain an audit trail of all data transfers by Company.

Users Under Age 13

Our Website is not directed to children under 13 (or other age as defined by local law), and we do not knowingly collect personal information from children. If you learn that your child has provided us with personal information without your consent, you may contact us at the email address below with the subject line “COPPA Child Information Request.” If we learn that we have collected any personal information from a child in violation of applicable law, we will promptly take steps to delete such information.

Changes to Our Privacy Policy

It is our policy to post any changes we make to our privacy policy on this page with a notice that the privacy policy has been updated on the Website. If we make material changes to how we treat our users’ personal information, we will notify you by email to the email address you provided to us and through a notice on the Website home page. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting the Website and this privacy policy to check for any changes. your continued use of the Sites after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates.

Contact Information

To ask questions or comment about this privacy policy and our privacy practices, contact us at: info@offmarket.com.

Depending on where you reside you may have the right to make a compliant to your local supervisory authority for data protection issues.  We would, however, appreciate the chance to deal with your concerns first so please contact us.

Terms of Use

Acceptance of the Terms of Use

These terms of use are entered into by and between you and OffMarket.com! (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website at OffMarket.com! or any of our related services, such as the Company’s website, platforms, mobile application, along with any related software or Company servers (collectively, the “Website”), including any content, functionality and services offered on or through the foregoing, whether as a guest or a registered user.

These Terms of Use will be effective as of the date that you create your account with us. PLEASE READ THE TERMS OF USE CAREFULLY. YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT www.-_____ (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, YOU MAY NOT USE THE WEBSITE. IF YOU ARE USING THE WEBSITE ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.     

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion and without prior notices, except that we will notify you of any material changes to the Terms of Use, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.

            Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. To the extent you have provided us with a valid, working email address we will notify you of Material Changes via email.

Company’s Role – Who We are

Company is a subscription-based real estate platform that facilitates communication and listing of off-market properties among buyers, sellers, wholesalers, and investors (the “User” or “Users”). Company serves as a facilitator of communication between Users interested in purchasing, renting or leasing real estate and properties and Company does not participate in any transactions or negotiations between Users. Company does not endorse, guarantee, or warranty the accuracy, completeness, or legality of any listings or communications made through our Website.

Neither the Company nor the services provided through the Website are intended to provide you or any User with any financial, mortgage, lending, real estate, insurance or related advice of any kind. While Company may have a suggested directory of third party partners, it is your responsibility to seek appropriate legal, real estate, financial and insurance advice from appropriate third party.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your individual, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website. You must not directly or indirectly: (i) modify copies of any materials from the Website or make any derivative works of the Website; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website; (iii) copy, sell, redistribute, rent, lease or otherwise access or use for any commercial purposes any part of the Website; (iv) incorporate the Website or any portion of it into another product or service; (v) reverse engineer, decipher, decompile, or disassemble the Website and any code contained therein, or otherwise attempt to derive the source code or underlying ideas or algorithms of Company (except where expressly permitted by law); or (vi) export, re-export, transfer and/or release the software, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization. For purposes of clarity, prohibited commercial uses shall not include satisfying the terms of any commercial agreement entered into between you and the Company.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Website are the trademarks of their respective owners.

Your Relationship with Company 

You acknowledge and agree that you as a User and Company are in a direct business relationship, and the relationship between the parties under these Terms of Use is solely that of independent contracting parties. You and Company expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Company; (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by these Terms of Use is created hereunder. You have no authority to bind Company, and you undertake not to hold yourself out as an employee, agent or authorized representative of Company.

Age Eligibility; Accounts and Registration

            As a User, you must be at least 18 years of age to use the Website. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the using the Website and services provided thereunder; and (c) your registration and your use of the Website complies with all applicable laws and regulations. When you register for an account you will be asked to provide us with some information about yourself, such as email address, phone number, or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. You agree that all information you provide to register with the Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You are responsible for: (i) making all arrangements necessary for you to have access to the Website; and (ii) ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password or other security information. You will not buy, sell, rent or lease access to your Website Account. You will not attempt to log in or otherwise access the Website through any unauthorized third party applications. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Website, to users, including registered users.

You acknowledge that access to certain features of the Website may be limited or unavailable based on the type of account you create. By way of example, some types of accounts may have the ability to send messages to other users, while other accounts may have read-only access to portions of reviews and information posted by other users. If you have questions about the limitations of your account or would like to upgrade your account you can email us at info@offmarket.com.

WE HAVE THE RIGHT TO DISABLE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE OR THE TERMS OF ANY OTHER COMMERCIAL AGREEMENT YOU HAVE ENTERED INTO WITH COMPANY. YOU MAY NOT CREATE ANOTHER ACCOUNT IF WE HAVE DISABLED YOUR ACCOUNT UNLESS YOU OBTAIN OUR PRIOR WRITTEN CONSENT.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm any third parties in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (as described in further detail below).
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
• To develop any third-party applications that interact with the Website or other users’ content or information, without our express written consent.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring, scraping or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs or other material or code which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website that you are not authorized to access, including any server, computer or database connected to the Website.
• Attempt to circumvent any content-filtering techniques we employ.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User-Provided Materials

• The Website may allow users to upload, post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials regarding real estate and properties for sale or rent, on or through the Website, such as through blog, forum, chat-room or messenger features that may be available on our Website (collectively, “User-Provided Materials”). Company does not have the obligation to, but  Company does reserve the right to review and approve or reject any property uploads at its discretion. Properties that do not meet Company’s standards or violate these Terms may not be approved for listing on the Website.
• Company will not treat User-Provided Materials posted on the Website that are viewable by others as proprietary, private or confidential, including information that you may share through a chat or messaging feature.
• All User-Provided Materials must comply with the Content Standards set forth below. Company may use information provided as part of the User-Provided Materials to generate aggregated reports featuring de-identified data that may be publicly available on the Website or otherwise published as described by our Privacy Policy.
• Any User-Provided Materials you post to the Website will be considered non-confidential and non-proprietary. By providing any User-Provided Materials on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, promote, broadcast, and otherwise disclose to third parties any such material for the purposes set forth in the Privacy Policy. For purposes of clarity, User-Provided Materials refers only to real estate information and materials you post for viewing by other users of the Website.
• You represent and warrant that: (i) You own or control all rights in and to the User-Provided Materials, and have obtained all necessary consent and legal authorizations necessary to provide the User-Provided Materials if related to another individual; (ii) You have the right to grant the licenses granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and (iii) all of your User-Provided Materials do and will comply with these Terms of Use.
• You understand and acknowledge that you are responsible for any User-Provided Materials you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness, and even if approved by Company for listing on its Website.
• Company is not responsible, or liable to any third party, for the content or accuracy of any User-Provided Materials posted by you or any other user of the Website, and even if approved by Company for listing on its Website.

You acknowledge that you alone are responsible for the User-Provided Material that you post to the Website and once posted it cannot always be withdrawn. You assume the risk and liability associated with the User-Provided Material you provide, including any liability resulting from other users’ reliance on its quality, accuracy, or reliability. You further acknowledge that you may expose yourself to liability to the extent the User-Provided Material you provide contains material that is false, intentionally misleading, or defamatory, infringing of a third party’s intellectual property rights, or otherwise violates the Content Standards or these Terms of Use.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any content for any or no reason in our sole discretion.
• Disclose your identity or other information about you to any third party who claims that material posted or otherwise provided by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use or the terms of any other commercial agreement you have entered into with Company.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review ALL material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

Any User-Provided Materials you provide must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. In addition, the content standards set forth below (“Content Standards”) apply to any and all User-Provided Materials. Without limiting the foregoing, you represent and warrant that the User-Provided Materials you provide will not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy.
• Contain false, untrue or misleading information or otherwise be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

In the event that we determine, in our sole discretion, that you are violating any of the Content Standards, we reserve the right to remove any applicable User-Provided Materials, and/or terminate your access to the Website. In the event we determine that you are repeatedly infringing the copyrights of any third parties your account will be terminated and your continued access to the Website will be denied in accordance with the Digital Millennium Copyright Act (“DMCA”).

Copyright Infringement

If you believe that any content on the Website violates your copyright, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (collectively, a “Notice”) (see 17 U.S.C 512(c)(3) for further details):

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests;
2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. identification of the URL or other specific location on the Website where the material that you claim is infringing is located;
4. your address, telephone number, and email address;
5. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

All Notices must be sent to our copyright agent via email at info@offmarket.com.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THIS INFORMATION OR INFORMATIONAL MATERIALS POSTED ON OR OTHERWISE LINKED TO FROM THE WEBSITE. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

The Website may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.      

Separate Agreements

You may acquire products, services and/or content from the Website. We reserve the right to require that you agree to separate agreements or contracts as a condition of your use and/or purchase of such products, services and/or content from Company.

To the extent that you are purchasing, leasing, or renting real estate from another User of this Website, it is solely the obligation of you and that other User(s) and any other parties to the transaction to enter into all applicable and necessary agreements.

Third Party Referrals and Links from the Website

Referrals. As part of the Services, you may be connected with a real estate professional. You authorize us to make such referral and acknowledge that we may be paid valuable consideration for facilitating such connection. As part of the Services, you may be connected to a party that provides mortgage loan origination services, title and escrow services, or other settlement services. If any of these parties have an affiliated relationship with Company, then Company  may receive a financial or other benefit from the referral between such affiliates.

Non-Affiliated Financial Products. If you choose to contact a non-affiliated bank, mortgage lender, financial institution, mortgage loan originator, loan broker, or other mortgage professional that may be advertised through the Website by filling out a contact, other request form or otherwise indicating your interest in contacting (or being contacted by) a third-party provider, you authorize Company in particular to provide the information you submit to the third-party provider. If you include your name, contact information and other information in a request, your identity will no longer be anonymous to the third-party provider. Your submission of information and any request for quotes through the Website is not an application for credit. In the case of non-affiliated financial products, Company is only providing an administrative service to you and any participating third-party providers. Loan approval standards are established and maintained solely by individual third-party providers. Decisions in any related non-affiliated transactions are made by participating third-party providers and are not made by Company. Company is not responsible for the underwriting activities or credit decisions of any third-party provider. Any interest  rates displayed through the Website is for informational purposes only and reflect non-binding quotes of the terms a third-party provider might offer an applicant fitting a consumer’s anonymous profile. Actual interest rates may vary. You should rely on your own judgment in deciding which available loan product, terms, and third-party provider best suits your needs and financial means. Except as set forth above or as otherwise disclosed to you in writing, Company: (a) is not a third-party provider, loan originator, loan processor or underwriter; (b) does not aid or assist applicants in obtaining loans, soliciting applicants or third-party providers for loans, or offer or negotiate terms of applications or loans; (c) does not take mortgage applications, make loans or credit decisions, or prequalify or preapprove applicants for loans; (d) is not an agent of either any consumer or any third-party provider; (e) is not responsible for any errors or delays caused by consumers or any third-party provider in the loan process; and (g) does not guarantee offer of, or acceptance into, any particular loan program or specific loan terms, conditions, or rates with any third-party provider, or that any rates or terms will be the best available.

Other Third Party Links. If the Website contains links to other sites and resources provided by other types of third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. 

Purchases and Other Terms and Conditions

To the extent you purchase any services via the Website, unless you are presented with additional terms and conditions at the time of purchase or separately enter into a commercial agreement with Company, the following shall apply:

• You shall timely pay to Company all fees (“Fees”) for all such services at the rate(s) set forth on the applicable purchase page or section of the Website (the “Purchase Page”). Note that based on the features and/or subscriptions you select on the Purchase Page you may be billed on an ongoing, subscription basis whereupon your subscription will automatically renew at the end of each subscription or billing cycle.
• Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.
• To the extent you elect to pay any Fees electronically, you authorize us, or our third party payment processor, to charge your debit or credit card or process other means of payment for those Fees. Credit and debit card purchases shall all be immediately due and owing.
• All invoiced amounts are exclusive of any and all value added, use, sales, service, property or other taxes or contributions. You will be responsible for payment of any such value added, use, sales, service, property or other taxes or contributions that are, or should ultimately be, assessed against or required to be collected by Company in connection with Company’s performance hereunder.
• In the event that Company does not receive payment of any Fees, or other amounts due, within the time frames above, interest shall accrue at the rate of one and half percent (1.5%) per month (or the maximum rate allowed by law) and Company reserves the right, in addition to any other rights and in its sole discretion, to suspend or terminate your access to the Services. In addition, you shall reimburse Company for the costs of collection including, without limitation, attorneys’ fees and expenses and any costs associated with declined credit or debit cards.
• All orders are non-cancellable by you and all payments are non-refundable.

Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Geographic Restrictions

The owner of the Website is based in the Commonwealth of Pennsylvania in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENTS SIGNED BY COMPANY AND YOU, THE SERVICES, CONTENT, AND/OR INFORMATION FOUND ON THE WEBSITE ARE PROVIDED “AS-IS”, AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTY WITH RESPECT TO SUCH SERVICES, CONTENT, AND/OR INFORMATION.

EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY COMPANY AND YOU, COMPANY SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIS WEBSITE AND THE SERVICES, CONTENT, AND/OR INFORMATION FOUND OR ACQUIRED FROM ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE.

THE COMPANY DO NOT REPRESENT OR WARRANT THAT THIS WEBSITE, AND THE SERVICES, CONTENT, AND/OR INFORMATION FOUND ON THE WEBSITE: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICES, CONTENT, AND/OR INFORMATION OFFERED BY THE WEBSITE IS AUTHORIZED HEREUNDER EXCEPT AS SUBJECT TO THESE DISCLAIMERS.

IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE; OR (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE WEBSITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WEBSITE EXCEED THE GREATER OF (I) ANY AMOUNTS PAID BY COMPANY TO YOU IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM; (II) ANY AMOUNTS PAID BY YOU TO COMPANY IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM; OR (III) TEN DOLLARS ($10.00).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your violation of these Terms of Use including, but not limited to, any representations or warranties made herein; (ii) your use of the Website; (iii) any information you provide to Company, including any claims that such information is false, inaccurate or misleading; (iv) any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use; or (v) your use of any information obtained from the Website. We reserve the right to assume the defense of any indemnifiable claim in which case you agree to provide Company with any and all information, assistance and cooperation as may be requested in connection with the defense of such claims.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the New York County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

To ask questions or comment about these terms of use, contact us at:

info@offmarket.com

+1 (215) 650-3333