Terms of Service
PLEASE READ THIS AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE.
Welcome to offmarket.com, the website and online service (“Service” or “Services”) of Off Market Properties, LLC ("OffMarket," “Company,” "we," or "us"). The Service is provided to registered users (“User,” or “Member,” or "You") under these Terms and Conditions of Use (the “Terms and Conditions” or the “Agreement”). By completing the registration process and clicking on the "I Accept" button on the registration form, You acknowledge that You have read, understood, and agree to be bound by the following Terms and Conditions and that these Terms and Conditions constitute a legally binding agreement between You and OffMarket.
REPRESENTATIONS, WARRANTIES and ACKNOWLEDGEMENTS
- OffMarket expressly represents that by providing the Service, it is not acting as an agent, broker or attorney for User, has not formed a partnership or joint venture with User, is not in a fiduciary relationship with User, and is not offering or providing any brokerage services, brokerage advice or legal advice to User. User therefor acknowledges and warrants that OffMarket is not providing, nor is User requesting, expecting or relying on any agency, brokerages or legal services from OffMarket.
- User represents and warrants that it acting solely as a Principal on its own behalf while using any OffMarket services or while pursuing any investment or acquisition opportunities identified or sourced through OffMarket.
- User further represents that in using the Service, it is not acting as an agent or broker, and has not hired an agent or broker, with the expectation that any such agent or broker will be compensated with a fee or commission to be paid by OffMarket or any other User using OffMarket’s services.
- User/Member acknowledges that OffMarket does not independently verify the authenticity, accuracy and completeness of information received and disseminated by others on its website, and further acknowledges and agrees that OffMarket makes no representation or guaranty as to the authenticity, accuracy or completeness of information User/Member may receive from OffMarket.
- User/Member represents and warrants that it is a sophisticated party, well-versed and knowledgeable in commercial real estate acquisitions, purchase and sales, that it is solely responsible for, obligated to, and shall satisfy itself with respect to the authenticity, accuracy and completeness of any information received from OffMarket.
- Use/Member represents and warrants that it has or will seek independent legal, accounting, tax, valuation or other customary professional advice for any contemplated transaction from the appropriate qualified attorneys, accountants, investment consultants, appraisers or any other advisor, and will not look to, nor expect or rely upon OffMarket to provide any such services or advice.
- User/Member represents and warrants that it will use information it receives from OffMarket solely for the purpose of the services provided by OffMarket and for no other contrary or competing purposes. User/Member further represents and warrants that any confidential information received from OffMarket shall be treated as confidential and not disclosed or transferred to any unauthorized third parties or used for unrelated purposes.
- User/Member hereby represents, warrants and agrees that it shall indemnify and holds harmless OffMarket, including its members, representatives, respective affiliates and successors and assigns, against any loss, liability of expense, including attorney’s fees and costs, arising out of any breach of any of the terms of this Agreement and that should it become necessary to enforce this Agreement in any form, the prevailing party shall be entitled to reasonable attorney’s fees and costs incurred in connection with and arising out of said enforcement action.
- User/Member acknowledges, represents and warrants that OffMarket, Off Market Properties, LLC, and its members, representatives, affiliates, officers, directors, owners, employees or agents (“Released Parties”) assume no liability, personal or otherwise, in connection with the accepting of this Agreement and the services provided. User/Member agrees that it shall not bring or join in (and shall not cause related parties to bring or join in) any claim, cause of action, liability, demand, damage, debt, expense and/or lien, against any of the Released Parties, whether known or unknown at the time of this Agreement or at any time in the future, including after expiration or termination of this Agreement.
Membership Privileges are offered by OffMarket to individuals exclusively and are granted specifically to the subscribing registered members only, limited to those who are solely acting as Principals on their own behalf. No employee, independent contractor, agent, broker, or affiliate of a competing real estate information service is permitted to access the OffMarket website without express written permission from OffMarket. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written consent of OffMarket and any assignment, sublicense, or other transfer made without OffMarket’s written consent shall be null and void. OffMarket requires that each registered user maintain a valid email address and password, which shall be utilized for logging on to the OffMarket system. Members are not permitted to share their individual logon information with others. OffMarket has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the terms and conditions of these Terms of Service (“Agreement”) stated herein, or refuses to abide by other terms, conditions, or provisions in other agreements associated with the Services provided by OffMarket, including but not limited to, Confidentiality Agreements and/or Marketing Policies, or abuses their rights related to the Service. Upon registration and payment of the subscription fee, User becomes a Member. A Member will be added to the distribution lists for the respective Property Type designated y User. A Member may also market properties on the Service.
OffMarket utilizes email as a vital and primary communication channel with Members. As a registered user, Members hereby acknowledge and grant OffMarket the permission to communicate with Members via email (as well as other communication channel such as phone and fax) for any purposes OffMarket determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. OffMarket will use its best efforts to honor Member's request to opt out of marketing messages, but under no circumstances will OffMarket have any liability for sending any email to its registered users. By becoming a Member, You acknowledge and agree that OffMarket, and its corporate affiliates, may record telephone and other electronic communications it has with You for OffMarket’s internal business purposes, including but not limited to training and quality assurance purposes.
Submission and Administration of Listings
User shall have the opportunity to submit to OffMarket profile information, comments, questions, property descriptions, photographs, images, graphics, video, financial, contact, or other information (collectively, the “Submitted Content”) for each Member or Property in OffMarket. You represent and warrant that (a) You own or have the full right, power and authority to all Submitted Content that You upload, post, e-mail or otherwise transmit to or through OffMarket; (b) Your submission of such content to OffMarket or third parties hereunder does not, and will not, infringe any right or interest owned or possessed by any third party; and (c) there are no claims, judgments or settlements to be paid by You, or pending claims or litigation, relating to such content.
With respect to all Submitted Content You have uploaded in the past or elect to upload in the future, post, e-mail or otherwise transmit to or via the Service, OffMarket acknowledges that You retain any applicable ownership rights that You may have with respect to the Submitted Content. You nonetheless grant OffMarket and its affiliates and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all non-confidentially designated Submitted Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that OffMarket may preserve any such non-confidentially designated Submitted Content, whether submitted in the past or in the future, and may also disclose such non-confidentially designated Submitted Content in its sole discretion including without limitation within other products offered by OffMarket and its affiliates.
User agrees not to submit any Submitted Content to OffMarket unless the User owns said Submitted Content or has received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any photographs or videos, to publish and advertise the property listing on OffMarket's website. Specifically, User will not submit a photograph(s) if User received the photograph(s) from a third party information provider under the terms of a license that does not allow posting of such photograph, video, or other content on the OffMarket website. Users may only submit photographs, videos, or other content personally owned or created by User or User's direct employees. Users may not upload or otherwise submit content created or produced by third party providers.
OffMarket may, in its sole discretion but without any obligation to search for such, remove properties that are alleged to have been submitted in violation of this provision. In addition, OffMarket may require additional evidence of compliance with this provision from Users who are alleged to have submitted property listings, Submitted Content or other information in violation of this Agreement. OffMarket will, in its sole discretion, terminate the accounts of, and refuse service to any User who violates this Agreement.
User agrees to maintain accurate contact information (specifically, a valid phone number and email address) in order to submit and maintain active property information on the OffMarket website. User shall not use robot, spider or other automated service to submit properties or listings on the OffMarket website. Additionally, User agrees to allow submitted properties and Submitted Content, or any part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by users of the OffMarket website and other OffMarket partner or affiliate websites. The Company shall have the sole authority to choose the manner in which any property listing will be searched, displayed, accessed, downloaded, copied, and otherwise used on the OffMarket website and shall have the right to modify the property marketing in the exercise of its rights under this Agreement.
The User (a) represents and warrants that all properties and associated information provided by the User, including Submitted Content, will be accurate; (b) agrees not to post a property or listing on the OffMarket website under another name or under the name of a real estate agent to market the property under the terms of this Agreement; (c) agrees to administer the properties provided by the User and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of a property posted on the OffMarket website. The User is entirely responsible, and OffMarket accepts no responsibility, for the Submitted Content from the User. While OffMarket shall take all reasonable efforts for data backup and business resumption, the User will be solely responsible for retaining back-up copies of all information, photographs and other materials it provides to OffMarket. OffMarket may add digital watermarks to certain parts of Your property listing, including photographs. We add these digital watermarks to protect against the copying or further distribution of Your photographs without Your permission.
Use of Information
User agrees to treat all information obtained from the Service, including property marketing information, Member directory, Member profile, website traffic information, and any information otherwise made available to User in the Service (individually and collectively, the "Content") as proprietary to OffMarket. USER AGREES THAT CONTENT MADE AVAILABLE AND RESERVED FOR MEMBERS WILL BE MAINTAINED AS CONFIDENTIAL AND SHALL BE PROTECTED AS A TRADE SECRET OF OFFMARKET. OffMarket does not ensure the accuracy of, endorse or recommend any Content and USER USES SUCH CONTENT AT USER'S OWN RISK. User may access the Content solely to obtain initial information from which further evaluation and investigation must commence.
Reports and services (individually and collectively "OffMarket Market Reports"), the Service, and any and all Content offered by OffMarket to User ARE PROVIDED SOLELY FOR GENERAL INFORMATION, AND DO NOT CONSTITUTE REAL ESTATE, LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. BEFORE ACTING ON ANY INFORMATION PROVIDED BY OFFMARKET, USER SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
User shall limit access to and use of active property marketing, member directory, OffMarket Market Reports, and Property Information to personal and internal use, and shall not publish, distribute, display publicly, prepare derivative works of, or share with any competing entity. Nor shall User facilitate any of these aforementioned activities or in any way use any information obtained from the Service to further such activities. User shall not use or reproduce any Content that is obtained from the Service, or that is otherwise made available to User in the Service, for or in connection with any other listing service, competing service or device. User further shall not use the Service in any other manner for or in connection with any other listing service, competing service or device. User shall not use the OffMarket Service as part of any effort to compete with OffMarket, including without limitation using the OffMarket Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential OffMarket User, nor shall User remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the OffMarket Service. User shall not use any robot, spider or other automated process to submit listings, monitor, data mine or copy OffMarket products, services or information; decompile, decode or reverse engineer OffMarket software; or use OffMarket products or services in an unlawful manner, such as for offensive, abusive, tortious, libelous, defamatory or other illegal purposes.
Users are required to maintain the confidentiality of all logins and passwords. You are responsible for the activities that occur under your account, login or password. OffMarket is not responsible for any loss or damage arising from the failure to maintain the confidentiality of Your account, login information or password and/or failure to comply with the terms and conditions set forth in the Membership Privileges, Use of Information or Ownership and License Grant sections of this Agreement that relate to confidentiality of account, login or password information.
Nature of User's Business
User represents to OffMarket that it is a Principal that either (a) markets its own properties or the facilities it owns and/or controls, or (b) seeks to directly purchase properties or facilities for investment purposes or to occupy.
User agrees to pay for all products ordered through the OffMarket website or via the OffMarket sales team using the payment method indicated, and provides OffMarket express authorization to charge said fees to the User's payment provider or credit card at the time of purchase or renewal. Fees owed depend on the specific type and quantity of OffMarket products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by User. If payment is not current, OffMarket may immediately cease to provide any and all Deliverables to the User. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At OffMarket's option, User shall pay such taxes or fees directly or pay to OffMarket any such taxes or fees immediately upon invoicing by OffMarket. OffMarket is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of your state. To view your billing information, visit My Account.
Monthly subscriptions will automatically renew on the first day of each consecutive month using the User's current credit card account number unless User cancels their subscription on the OffMarket website thirty (30) days prior to the renewal date. To cancel Your subscription, please go to http://www.offmarket.com/subscriptioncancellations. All other subscriptions, including quarterly and annual commitment subscriptions, will automatically renew for additional terms equal to the original term unless User provides OffMarket with at least thirty (30) days' advance written notice of non-renewal. If User has a question about a cancellation, User should contact OffMarket Client Services at email@example.com or at (877) 721-6901.
The Company reserves the right to change its fees or billing methods at any time. The Company will provide timely notice to the affected Users of any such changes.
It is the User's responsibility to promptly provide the Company with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the "My Account" tab within the "My OffMarket" section, once User has logged into www.offmarket.com. OffMarket does not validate all credit card information required by the User's payment provider to secure payment.
The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. Discounts received via a product bundle are subject to removal when product(s) in bundle are canceled. No partial month refund will be provided. Quarterly and annual commitment subscriptions may be canceled as of the end of term only, with thirty (30) days prior notice; no mid-term cancellations will be permitted. All cancellation and non-renewal requests will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via the User's email account on record with OffMarket.
For all subscription upgrades (to Premium Subscription) or downgrades (to Standard Subscription), the User will be charged a prorated subscription-fee-charge for the remaining days in the current billing cycle, and User's subscription rate will be adjusted commencing with the next billing date. No partial month refund will be provided. Premium Users may change their current membership level to the Standard subscription by clicking to "Change Subscription or Cancel Membership" under "My Account." Prepaid fees will be refunded based on the number of months remaining on the contract period, beginning with the month following receipt of the online request to change membership levels, but may be subject to adjustment according to current monthly product pricing and subject to adjustment for any incentives or discounts provided for said prepayment. No partial month refund will be provided.
The User must notify OffMarket about any billing problems or discrepancies within ninety (90) days after charges first appear on their Account statement. If User fails to notify OffMarket of any billing problem or discrepancy within 90 days, User accepts the bill as is and waives their right to dispute such problem or discrepancy.
Unsolicited Commercial Email
OffMarket prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam) or otherwise send content that would violate these Terms and Conditions. By using the Service, OffMarket has the right to revoke the privileges of any User or Company that breaches these terms.
OffMarket reserves the right to terminate or suspend a User's membership at any time for violations of this Agreement or upon a good faith determination of a violation of this Agreement. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions of this Agreement, requests by law enforcement, fraudulent or illegal activity by you, discontinuance or material modification of OffMarket services, nonpayment of fees owed by you in connection with OffMarket services, account inactivity or technical or security issues. Upon termination, OffMarket shall have no obligation to maintain or forward any content in your account.
Ownership and License Grant
OffMarket retains all rights (including Intellectual Property Rights as defined below), title and interest in the OffMarket Website and databases, including all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. User will not, and will not allow others, to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of OffMarket's technology or delete or alter author attributes or copyright notices. User shall use the OffMarket system solely for their own use and shall not allow others to use the OffMarket system under or through that User's login ID/email and password.
Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.
Limitation of Liability and Indemnification
IN NO EVENT SHALL OFFMARKET BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE USER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF OFFMARKET'S SERVICES, PRIVATE LISTING FUNCTIONALITY OR USER'S FAILURE TO KEEP USER'S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT.
User's exclusive remedy, and OffMarket's entire liability under this Agreement shall be a refund to User of the fees paid to OffMarket hereunder, and in no event will OffMarket's liability for any reason exceed such fee. OffMarket (and its officers, directors, managers, members, employees, and agents) shall not be liable for any damages whatsoever arising from User's use of the Deliverables, and User shall indemnify OffMarket (and OffMarket's officers, directors, managers, members, employees, and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than User arising from User's use or application of the Services or the Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.
THE SERVICE AND ALL RELATED PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. OFFMARKET MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE AND RELATED PRODUCTS INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND OFFMARKET SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. OFFMARKET MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OFFMARKET'S SERVICES WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM OFFMARKET'S WEBSITE, INCLUDING PROPERTY INFORMATION AND DOCUMENTS, IS ACCESSED AT USER'S OWN DISCRETION AND RISK, AND USER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO USER'S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OFFMARKET OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
Links to Third Party Sites
Other Rights of Off Market Properties, LLC
User agrees that OffMarket shall have the right to use member profile, property marketing, analytical data, and any other non-confidentially designated information submitted to it for any purpose, including without limitation for publication of all or part of such property marketing and transaction data on the Internet for unrestricted use by OffMarket, its Users and/or partners. OffMarket shall have sole authority to choose the manner in which any member profile, property information, marketing materials and/or other information will be received, displayed and used by the Service, and reserves the right to remove all or part of any member profile, property information, marketing materials, or other information or refuse Services to anyone at any time in its sole discretion.
OffMarket shall have no obligation to (i) resolve any disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Deliverable or Services. OffMarket reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on OffMarket's website, located at http://www.offmarket.com.
Since we respect artist’s and content owner’s rights, it is OffMarket's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").
If you believe that your work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify OffMarket's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on the Service;
- Information reasonably sufficient to permit OffMarket to contact you, such as your address, telephone number and e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Address for OffMarket's copyright agent:
Off Market Properties, LLC
P.O. Box 861687
Los Angeles, California 90086
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying OffMarket and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with OffMarket's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, OffMarket has adopted a policy of terminating, in appropriate circumstances and at OffMarket's sole discretion, members who are deemed to be repeat infringers. OffMarket may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
We may forward any notice(s) of alleged infringement pursuant to this Section to the person(s) who provided the allegedly infringing content.
Governing Law; User Right to Arbitrate
This Agreement, and the Deliverables provided by OffMarket, shall be governed by the laws of the State of California, without reference to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction and venue of the State and Federal courts of Los Angeles County, California for the adjudication of any disputes or claims arising out of and/or related to this Agreement. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.
Should OffMarket file or threaten to file a judicial action against User alleging violation of OffMarket's intellectual property rights or violation of use provisions of this Agreement, User may elect, subject to OffMarket’s consent, to resolve OffMarket's claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration Association and to be held in Los Angeles County pursuant to the laws of the State of California. Such right must be invoked within twenty (20) days of OffMarket's filing of or threat to file a judicial action. Provided, however, that nothing in this paragraph shall be construed to prohibit or prevent OffMarket from requesting any legal or equitable relief or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by User without the prior written consent of OffMarket, which retains the right to withhold consent in its sole discretion. Any assignment, sublicense or transfer made without OffMarket’s prior written consent shall be null and void.
Waiver and Severability
The failure of OffMarket to exercise or enforce a legal right or remedy contained in the Terms and Conditions does not constitute a waiver of any such right or remedy. No waiver of any right, term or provision of the Terms and Conditions is deemed a waiver of any other right, term or provision. If a court of competent jurisdiction finds any provision of the Terms and Conditions to be invalid, User agrees that such term or condition is severable from this Agreement, does not invalidate this Agreement or any other terms or condition herein, and that all remaining terms and provisions in the Agreement remain in full force and effect.
All notices to Company must be in writing and must be sent by registered mail, certified mail, or overnight mail with a return receipt requested to Chief Financial Officer at Off Market Properties, LLC.
P.O. Box 861687
Los Angeles, California 90086
The terms and conditions of this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understanding, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement.
Last Updated: May 15, 2015