Last Updated: February 13, 2023
Welcome! This website (“Site”) is operated by FLIPXL, LLC D/B/A FAIRCLOSE. Throughout the Site, the terms “we,” “us,” “our” and “FAIRCLOSE” refer to FAIRCLOSE. FAIRCLOSE offers this Site and FAIRCLOSE Marketplace Platform (our software services platform) (the “Platform”) and all information, tools and of all terms, conditions, policies and notices stated here.
ACCEPTANCE OF TERMS OF USE AGREEMENT
Your use of our Site and Platform constitutes your agreement to be bound by all of the terms and conditions set forth in this Terms of Service and Use Policy (‘Terms of Use”) and all of the terms and conditions of FAIRCLOSE’s other policies, including without limitation, our Privacy Policies. These Terms of Use apply to all Users of our Site and Platform, including Users who are sellers, wholesalers, buyers, brokers, and/or other contributors.
We ask that you please read these Terms of Use carefully before accessing or using our Site and Platform. By accessing or using any part of the Site and/or Platform, you agree to be legally bound by these Terms of Use and all of our other legal policies. Unfortunately, if you do not agree to all of our legal policies, terms and conditions, then you may not access or use our Site or Platform.
Updates to our Site, Platform and Services. We and/or our third-party vendors may, from time to time, add new features or tools to our Site or Platform which shall also be subject to these Terms of Use. You can review the most current version of our Terms of Use at any time on this page. We reserve the right to update, change or replace any part of these Terms of Use by posting updates and/or changes to our Site or Platform, with or without notice to you. It is your responsibility to check our Terms of Service and Use periodically for changes. Your continued use of or access to our Site, Platform and/or use of our services following the posting of any changes constitutes acceptance of those changes.
Children’s Online Privacy Protection Act/You Must Be At Least 18 Years Old to Use our Site and Services. The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under the age of thirteen (13). We do not knowingly collect or solicit personally identifiable information from persons under the age of eighteen (18) years old. By using our Site and/or Platform, you represent to us that you are at least the age of eighteen (18) years of age. If you are not at least eighteen (18) years of age, you may not purchase services from us or use our Site or Platform and you should not attempt to register for or otherwise use our services or send us any personal information. If we learn that we have collected personal information from a person under the age of eighteen (18), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) years of age may have accessed our Site or Platform and provided us with personal information, please contact us immediately via email at [email protected] or phone at 844-FAIRCLOSE (844-435-4795).
Use Only for Legal Purposes. You may not use our Site or Platform for any illegal or unauthorized purpose nor may you, in the use of our Site or Platform, violate any laws in your jurisdiction including but not limited to intellectual property laws. You must not transmit any worms or viruses or any code of a malicious or destructive nature through our Site or Platform. A breach or violation by you of any of the Terms of Use, or any other legal policies, for our Site or Platform will result in an immediate termination of your access to our Site and Platform.
Non-Discrimination Policy. We do not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of our activities or operations. Such activities include, but are not limited to, hiring and firing of staff, selection of vendors, and our provision of services, including specifically the Fairclose Platform. We are committed to providing an inclusive and welcoming environment for all users, members of our team, clients, subcontractors, vendors, and clients.
Equal Opportunity Employer. We are an equal opportunity employer. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant on the bases of race, color, gender, national origin, age, religion, creed, disability, veteran's status, sexual orientation, gender identity or gender expression.
GENERAL TERMS AND CONDITIONS
WHO ARE WE? OUR SERVICES
FAIRCLOSE is an invitation only software platform that enables sellers and buyers of real estate to connect with one another. The FAIRCLOSE Platform enables investors to find, analyze, and procure properties in one integrated, end-to-end environment. Users of the FAIRCLOSE Platform are able to specify their personal real estate investment parameters and FAIRCLOSE, using our Users’ investment parameters, identifies properties that meet our Users’ ROI criteria, and alerts our Users to these opportunities.
Our Platform also provides an opportunity for sellers or buyers to enter into transactions for properties not listed in MLS feeds. The FAIRCLOSE Platform provides a software service through which our Users can send instant proposals/offers to listing agents and sellers, follow properties through the various phases, and/or send messages targeted to specific actions, such as pending sales and price reductions.
The FAIRCLOSE Platform can automate the workflow involved in negotiations and closing by providing term sheets, template contracts and agreements that Users may elect to use for transactions. The use of these template contracts or agreements are provided for convenience and it is up to the Users to perform their own diligence for use.
Our Site is all about connecting sellers, buyers and intermediaries. We do not buy real estate and we do not act as a real estate agent or broker. Rather, the FAIRCLOSE Platform provides an online environment in which our Users can connect with others and obtain information about available real estate properties. Through our Platform, we help facilitate our Users’ independently negotiated transactions by providing term sheets and or contracts that Users may elect to use to sell or purchase single family real property assets. The use of these template contracts or agreements are provided for convenience and it is up to the Users to perform their own diligence for use. We do not provide legal advice. Any templates or form documents (including but not limited to term sheets, purchase agreements, or other template documents) are provided for informational purposes and convenience only and are not represented to be legally binding or enforceable in any jurisdiction or under any laws, statutes or regulations.
On our Platform, you will find different types of Sellers, which include Agents/Brokers, Wholesalers, and Direct Sellers. Agent/Brokers, Wholesalers and Direct Sellers are all referred to as “Sellers” or “Members” in our Terms of Use, Seller Account Registration terms, and other relevant legal policies.
On our Site, you will find different types of Buyers: Buyer representatives (persons or companies who represent Buyers) and direct buyers. Buyer representatives and direct buyers are all referred to as “Buyers” or “Invited Members” in our Terms of Use, Buyer Account Registration terms, and other relevant legal policies.
Depending on how you intend to use our Site or Platform, one or more provisions of our Terms of Use or our other legal policies may apply to you. We encourage you to thoroughly review our Terms of Use in their entirety to ensure that you understand the rules of using our Site and Platform (which may vary depending on your status as a Seller or Buyer) and can make the most of the services that we provide.
Further, to establish an account with us as either a Seller or Buyer, you must expressly agree and adhere to all relevant Terms of Use, Privacy Policies and other legal policies that apply to you.
FAIRCLOSE does not verify or guarantee the accuracy and completeness of information regarding any real estate properties or provided by Users of the Site, Platform, templates contracts and agreements or services. As stated above, we do not provide legal advice. Any templates or form documents (including but not limited to term sheets, purchase agreements, or other template documents) are provided for informational purposes and convenience only and are not represented to be legally binding or enforceable in any jurisdiction or under any laws, statutes or regulations. By using our Site and/or Platform, you confirm that you are solely responsible for conducting your own background vetting and verification with regard to any real estate property and third-party with whom/which you communicate or engage in business through the FAIRCLOSE Platform. By electing to use our Site and Platform, you expressly agree that FAIRCLOSE is not liable to you, in any respect, with regard to your business dealings with a third-party via our site or any transaction involving a real estate asset through our Site or Platform.
HOW TO USE OUR PLATFORM
Every User of our Site and Platform must create an Account with us. All Users of our Site and Platform agree to the terms and conditions set forth in our general of Terms of Use, our terms and conditions specific to the type of Member (Seller or Buyer) and Account, and as all of our other legal policies and notices.
CREATE A FREE ACCOUNT WITH US.
To use our services and Platform, you will need to access our Site (via www.FAIRCLOSE.com) and create an Account. If you were referred to us by one of our Affiliates, you will have been provided with a specific link to access our Site. We will assist you in creating your Account by providing instructions once you have entered your information into our New Account portal. You will use your Account to login and access our Platform.
The way you set up an Account with Us is governed by the nature of your User role on our Site and Platform. Users of our Platform are either Sellers or Buyers (and may be generally referred to in our legal policies as “Members” or “Users”). In addition to these general Terms of Use and instructions for use of our Site, Sellers and Buyers also agree to the specific terms and conditions set forth herein for their type of membership on our Site and Platform. Do not set up an Account with us or use our services or Platform if you do not agree to, and consent to, all of the terms and conditions of ALL of our Policies.
On our Site and Platform, “Seller Listing Members” are “Sellers” and “Licensed Listing Members” are broker agents.
All information and materials provided to you through your Account is confidential and by using our services you agree to safeguard and protect the confidentiality of information that you receive or access through our Platform.
Once you set up your Account with us, you will receive a verification email and a welcome email that will provide you with information about the Platform, access to an onboarding video and instructions guiding your use of our Platform. You can always reach out to us for support and to answer any questions!
By setting up an Account, you confirm that you understand and agree that any information that you provide to us may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
We reserve the right to refuse or cancel your Account and your use of our Site and Platform at any time without or without cause or notice at our sole discretion.
BUYER ACCOUNT REGISTRATION
A Buyer on our Site and Platform is someone who represents a Buyer or the Buyer themselves. A Buyer is referred to on our Site and Platform as a “Buyer” or “Buyer Member.”
Buyer may be representatives of Buyers or direct buyers.
Buyers will be invited to our Site, Platform and services either by one or more Sellers.
Buyers will receive a welcome notification and invitation to join our Site and Platform and utilize our services. Upon receipt of a welcome invitation, a Buyer who desires to actively participate in our Site and Platform is also required to agree to terms proposed by and/or negotiated with the Seller who invited by the Buyer to the Site/Platform. The welcome invitation to a potential Buyer will propose that the prospective Buyer agree to use the Site, Platform and services, agree to the Terms of Use and other legal policies of the Site, Platform and services, and agree to a proposed Buyer Referral Fee payable to the Seller who issued the welcome notification and invitation. For more on such Fees, see the Fees Section of these Terms of Use. To set up an account, a new Buyer must establish a Login ID and password and a Buyer profile. It is important that each Buyer ensure that all of the Buyer’s profile information is up to date and accurate. Each Buyer will be prompted to verify that their information is up to date and accurate at the time that they agree to use our Site, Platform and services.
BUYER PEER REVIEW, VERIFICATION AND CERTIFICATION
Buyers will be ranked by peers and subject to verification and certification on the Site and Platform.
A Verified Buyer is a Buyer whose track records of transactions has been verified and the Buyer has accepted all terms and conditions required by us for use of our Site and Platform.
A Certified Buyer is a Buyer that has provided evidence of proof of funds and in the case of an institutional buyer, has provided articles of incorporation or a legal equivalent establishing that the buyer is in good standing and legally competent to close transactions.
Peer Rating of Buyers on the Platform shall be done by other Users (peers) on the Platform with whom/which the Buyer has engaged in transaction and is not an independent function of our Site, services or Platform. Our Platform will prompt other Users for Peer Reviews in connection with the closing of transactions facilitated through the Site/Platform or at other types during use of the Site/Platform.
The performance of Buyers is generated by our review of relevant tax data, but it subject to, and dependent upon, Buyer verification.
SEARCHING PROPERTIES
Buyers will receive notifications and property information from the Member who invited the Buyer to the Platform.
Once you’ve set up your Account, you will start receiving properties based on your buy box. All Members who represent buyers must certify that they are an authorized buyer representative with the authority to offer to purchase properties on behalf of a buyer. You may be required to provide us with a copy of your contract or other proof that you are authorized to engage in transactions with regard to a Buyer.
MANAGING YOUR BUYER ACCOUNT
Your Buyer account will allow you to track properties that you are interested in and to make offers and negotiate terms with regard to properties. Your account profile will allow you to easy monitor your active offers and negotiations, to submit questions to Sellers, and to timely respond to inquiries from Sellers.
OFFERS AND NEGOTIATIONS
Buyers will use our Site and Platform to make proposals (or non-binding offers) for properties for sale, to receive counteroffers and proposals on properties, and to engage in negotiations with regard to the sale of properties. Our Platform provides tools for a Buyer to make offers, make counteroffers, propose terms, ask questions, and update terms, reject offers or terms and order special services such as escrow and title services. When a Seller and Buyer reach an acceptance of an offer, they agree to enter into a non-binding agreement with regard to the property that is subject of the offer and acceptance. The parties shall then agree to enter into purchase agreements, which may include escrow. The Parties can elect to utilize template agreements and escrow and/or title or other services to facilitate a closing on the property.
By using our Site and services, you acknowledge and agree that we have no responsibility or liability for any acts, omissions, representations or other actions by any party to any transaction facilitated through our Site.
It is the responsibility of Users of our Site and Platform to consult with independent legal counsel as necessary to close any transactions facilitated through our Site and Platform. We do not provide legal advice. Any templates or form documents (including but not limited to term sheets, purchase agreements, or other template documents) are provided for informational purposes and convenience only and are not represented to be legally binding or enforceable in any jurisdiction or under any laws, statutes or regulations. Our Site, Platform and services only provide a forum for Users to connect with other parties to negotiate transactions.
USE OF YOUR BUYER INFORMATION
We reserve the right to use Buyer information in accordance with the terms and conditions of our Privacy Policies, including, but not limited to, for the purpose of marketing. All Members can close Accounts and/or unsubscribe from our Site, Platform and services at any time.
NO CIRCUMVENTION OF ACCOUNT
Buyers may only set up one Account with our Site. Buyers may not create a new account in order to avoid or circumvent previous relationships formed when the Buyer accepted an invitation to join our Site and Platform.
MAINTAINING ACCURATE EMAIL AND TEXT INFORMATION
Our Site, Platform and services rely on all Users maintaining accurate contact information within our system. All Users agree that our Site and Platform have no liability to any User for notifications generated by our Site or Platform via email or text/SMS services. See also, the Sections of our General Terms of Use entitled CONSENT TO INTEGRATION OF CONTACTS/EMAIL/TEXT/SMS MESSAGING and AGREEMENT TO RECEIVE EMAILS, TEXTS, OTHER MESSAGING for more information.
SELLER ACCOUNT REGISTRATION
A Seller on our Site and Platform is someone who represents a Seller or the Seller themselves. A Seller is referred to on our Site and Platform as a “Seller” or “Seller Member.”
Any person or entity establishing a Seller Member Account on our Site or otherwise utilizing our services and Platform must agree to all of our legal policies and notices, including our Terms of Use, Seller specific terms and conditions, our Privacy Policies, and any other legal policies or notices. Do not set up an Account with us or use our Site, Platform or services if you do not agree to, and consent to, all of the terms and conditions of ALL of our Policies.
SETTING UP A SELLER MEMBER ACCOUNT
Seller Members may be Agents/Brokers, Wholesalers or Sellers.
Every Seller Member is required to set up an Account with us. Setting up an account with us is FREE. To set up an account, a new Seller Member must establish a Login ID and password.
Once you’ve set up your Seller Member account, you are ready to use the Site!
UPLOADING PROPERTIES
Once you’ve set up your Account, you will be directed to our HOME page, from which you can upload a property for sale. All Seller Members must certify that they are an actual Seller of a property with the legal right to sell the property or that they have the legal right to represent the Seller of a property. If you are an Agent/Broker, by using our Site, you represent and warrant that you have a legally binding listing agreement with the Seller of a property. Wholesalers must have a binding contract with a property Seller and you may be required to provide us with a copy of your contract or other proof that you are authorized to engage in transactions with regard to a property. All uploaded properties will be validated as a potential opportunity by our analyst team and may be withheld from placement on the Site or Platform until the validation process is complete. The objective of the marketplace is to present only those properties which the Platform determines to be an opportunity through its AI analysis of our current members and confirmation from our analysts and a local professional’s opinions within the market. By using our Platform and services, you agree that we have sole discretion with regard to validation of a property and allowing that property to be uploaded to and listed on our Platform.
Our Platform provides a convenient link and on-line simple instructions for uploading your property and providing all the necessary information for Buyers.
We require that you upload all requested information in order for your property listing to “go live.” We will walk you through the information that we require for each property listing, including listing price, property type, APN, square footage and property details, lot size, waste management, and property features.
You may upload links to photographs and other images related to a property. For links to photographs and images, we require that:
MANAGING YOUR SELLER ACCOUNT
Once you have uploaded a property to the Platform, you are ready to take advantage of our services. On your Account HOME page, you will find the following tabs at the bottom of the page: DEAL tab, BUYERS tab, REPORTS tab, and ACCOUNT Tab. Through each of the following sections of our Platform, you can track your properties, manage offers and negotiations with regard to your properties, track your Buyers’ communications to you and offers on properties listed by others, and generate reports and instant data with regard to your active, pending and closed deals.
The DEAL tab allows you to manage your properties, add new properties, and manage offers on your properties by buyers.
The BUYER tab allows you to add new buyers and manage your buyer’s criteria (which we refer to as your “Buy Box”) and preferences.
The REPORTS tab provides you with at-a-glance information about active offers, deals in escrow and closed deals.
The ACCOUNT tab allows you to add pictures to your account, manage your password and preferences and set up your email and text integration.
CONSENT TO INTEGRATION OF CONTACTS/EMAIL/TEXT/SMS MESSAGING
Email and text integration of your buyer contacts is required for your use of the Site and Platform and for you to take advantage of the opportunities and services that our Site and Platform provides. Thus, by using our Platform, you expressly consent to the integration of your contacts with our Platform and email/text/SMS messaging systems and procedures.
We make it easy for you to integrate your contacts and for your contacts to receive notifications through our Site and Platform. Once integrated your contacts can search properties, communicate offers and engage in negotiations. We don’t save any password or any personal information to connect to your texting or email services.
In uploading/integrating your contacts with our Site and Platform for purposes of email and text notifications, you represent to us that you have the legal right to communicate with your contacts and an existing relationship with your contacts. Our Platform may provide you with a link through which you generate a welcome notification to your contacts and provide them with the option to opt-out from further notifications. Our welcome notification link to your contacts will also provide instructions with regard to how they may access and use our Site and Platform.
Alternatively, you may direct Fairclose to generate email/text invitations and communications on your behalf. By using the Fairclose Platform to generate emails and text communications to your contacts, you represent and warrant to Fairclose that you have the legal right to authorize Fairclose to generate such communications to your contacts. You acknowledge, understand and agree that our Platform may generate numerous communications to a third party who have invited to the Site until such time as that third-party accepts the invitation or declines any further communications (for example, Fairclose may auto-send messages and/or emails every 48 hours to your contacts until they accept or decline the invitation).
In order to take advantage of the powerful tools and services of our Site and Platform, we encourage you to provide your contacts with information about the Fairclose Site and Platform, to notify them to expect email and text communications, encourage them to respond to those communications, and also encourage them to take advantage of the information and video tutorials that your welcome notification will direct them to! We can guide you through this process! You expressly agree that our Site and Platform have no liability to any User for notifications generated by our Site or Platform via email or text/SMS services.
Once your contacts accept their invitation into our Site, they have the opportunity to view your property listings, and the listings of others, to set their preferences and fee requirements between you and your Buyer, and to become Verified and Certified Buyers (see our Buyer’s Registration Section of these Terms of Use for more information).
Invited Members (Buyers) become integrated contacts within our Site and Platform upon acceptance to the Site. A Seller Member may close an Account with our Site and Platform any at time but the closing of a Seller Account with us will not affect Buyer contacts introduced to our Site by the Seller. Each account holder on our Site has the right to use our Site, Platform and services or make the election to terminate or opt-out of our Site, Platform and services. See also, the Section of our General Terms of Use entitled AGREEMENT TO RECEIVE EMAILS, TEXTS, OTHER MESSAGING for more information. Buyers that we previously connected to a closed Seller shall become unassigned Buyers and are free to enter into a referral arrangement with another Seller if they so choose, on such referral terms as the unassigned Buyer negotiates with another Seller.
Our Site and Platform provide tools for management of Members’ buyer contacts. A Member may negotiate Buyer Referral Fees with each of the Member’s buyer contacts. Buyer Referral Fees allow Members to earn agreed-upon set fees any time their Buyer contact enters into a transaction facilitated by the Site/Platform, including transactions between a Member’s Buyer contact and other Seller Members. The fees can be flat amount or percentage driven and it is suggested that members consider their fiduciary duties based upon any licenses they might hold. Please see the Fees Section of our Terms of Use for information with regard to Fees payable to our Platform in connection with the Buyer Referral Fees that Members and Buyers may negotiate directly between themselves.
For our Site, Platform and services to work correctly, it is imperative that all Users of our Site and Platform provide complete and accurate data for each contact in order for our system to assign and manage the priority of Sellers and Buyers.
Sellers agree that our Site and Platform have the right to market to all integrated Buyer contacts, subject to the rights of contracts to unsubscribe or opt-out of notifications and marketing communications.
OFFERS AND NEGOTIATIONS
Sellers will use our Site and Platform to offer properties for sale, to receive offers on properties, and to engage in negotiations with regard to the sale of properties. Our Site and Platform provide tools for a Seller to accept offers, make counteroffer and update terms, or reject offers or terms and order special services such as escrow and title services. When a Seller and Buyer reach an acceptance of an Offer, they agree to enter into a non-binding agreement with regard to the property that is subject of the Offer and acceptance. The parties shall then agree to enter into purchase agreements, which may include escrow. The Parties can elect to utilize template agreements and escrow and/or title or other services to facilitate a closing on the property. The use of these template contracts or agreements are provided for convenience and it is up to the parties to a transaction to perform their own diligence for use.
By using our Site, Platform and services, you acknowledge and agree that we have no responsibility or liability for any acts, omissions, representations or other actions by any party to any transaction facilitated through our Site and Platform.
It is the responsibility of Users of our Site and Platform to consult with independent legal counsel as necessary to close any transactions facilitated through our Site. We do not provide legal advice. Any templates or form documents (including but not limited to term sheets, purchase agreements, or other template documents) are provided for informational purposes and convenience only and are not represented to be legally binding or enforceable in any jurisdiction or under any laws, statutes or regulations. Our Site, Platform and services only provide a forum for Users to connect with other parties to negotiate transactions.
USE OF YOUR SELLER INFORMATION
We reserve the right to use Seller information in accordance with the terms and conditions of our Privacy Policies, including, but not limited to, for the purpose of marketing. All Members can close Accounts and/or unsubscribe from our Site, Platform and services at any time.
AGREEMENT TO RECEIVE EMAILS, TEXTS, OTHER MESSAGING.
In setting up an Account with us, you expressly agree to participate in all of our marketing activities and communications, which may include emails, text messages and other forms of mass communication. You expressly agree that any such communications from us are authorized by you, do not constitute spam, and that you wish to continue to receive such communications. While you may elect to opt-out of our communications, you acknowledge that opting out of our communications may impair or restrict your ability to utilize our services and Platform.
GENERAL TERMS
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Platform, without the express written permission by an authorized officer of FAIRCLOSE.
The headings used in this Terms of Service and Use Policy, and all of our legal policies, are included for convenience only and will not limit or otherwise affect these Terms.
FAIRCLOSE does not discriminate against any person or entity based on national origin, religion, age, race, gender, disability, veteran status or other status protected by law.
We reserve the right to refuse service and access to our Platform to anyone for any reason at any time.
ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We may periodically update our Platform, services and information on the Site and/or Platform. We may experience delays in providing services or updating information on the Site and/or on our Platform and/or in our advertising on other websites. Information found on our Site or Platform may contain errors or inaccuracies and may not be complete or current. We therefore reserve the right to change or update information on the Site or Platform and to correct errors, inaccuracies, or omissions at any time without prior notice.
Information on real estate properties, comparable, or other information that may be provided by FAIRCLOSE to Users of our services is received from Users, third-parties and/or public databases or resources. FAIRCLOSE cannot and does not guarantee the content or accuracy of this information. FAIRCLOSE does not conduct independent investigations, background investigations, or credit checks with regard to Sellers, Buyers or Users of our Site or Platform. In using our Site and Platform, and in the event that you enter into any transaction facilitated through our Site and Platform, you must rely on your own investigations, background checks and/or legal counsel or review. By using our Site, Platform and services, you expressly acknowledge and agree that FAIRCLOSE shall have no liability for any actions or omissions of any User of the Site or Platform, or any information provided by FAIRCLOSE to you that is not correct, verified or authentic.
GENERAL RULES REGARDING YOUR ACCOUNT WITH US WITH US AND USE OF OUR SERVICES
When you register for an Account with us, and use our Site, services and Platform, you guarantee that you are above the age of eighteen (18), and that the information you provide to us is accurate, complete and current at all times and in all respects. Inaccurate, incomplete or obsolete information may result in the immediate termination of your usage of our Site and Platform. You are responsible for maintaining the confidentiality of any Account and password that you establish with us, including but not limited to the restriction of access to your computer and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or password, whether your password is with our Site or a third-party website. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account. You may not use as a username the name of another person or entity or that is not lawfully available for use or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts and remove Users in our sole discretion.
We reserve the right to refuse any service that you request of us. We may, in our sole discretion, limit or cancel services or access to our Platform. In the event that we have a concern about your use of our Site, Platform and/or services, we may attempt to notify you by contacting the email and/or address/phone number provided at the time your Account was established.
FEES
We do not currently charge a fee for a User to establish an Account with our Site and to use our Platform and services.
However, our Platform provides a compelling opportunity for our Members to invite others to use our Site and Platform and to earn Referral and/or Affiliate Fees when those they invite engage in transactions.
Below, we summarize how Technology Fees, Referral Fees and Affiliate Fees are generated and paid through our Platform.
If you, or a Member you invited to our Platform, consummates a transaction facilitated by our Site and Platform, we will require the parties to the transaction (i.e. the Seller and Buyer) to each pay a Fairclose Marketplace Technology Fee (“Technology Fee”) as further discussed below. For every transaction facilitated through our Platform by a Member you invited to our Platform, you will be entitled to an Affiliate Fee, which is a percentage of our Technology Fee associated with that transaction. If you are a Licensed Member (e.g., licensed real estate broker or agent), and you refer Buyers to our Platform, you can negotiate Buyer Referral Fees directly with your invited Buyer, which will also result in Buyer Referral Technology Fees. Below, we describe and illustrate how these various Fees work!
FAIRCLOSE MARKETPLACE TECHNOLOGY FEES
In the event that you consummate a transaction facilitated through our Site and Platform, we will require the payment of a Technology Fee (“Tech Fee”), as follows:
At the close of escrow, Buyer will pay a Fairclose Marketplace Tech Fee of $1000.00.
At the close of escrow, Listing Member will pay a Fairclose Marketplace Tech Fee of $1000.00.
BUYER REFERRAL TECHNOLOGY FEES
In addition, our Licensed Members (e.g., licensed brokers or agents) can invite a Buyer to the Platform and enter into a mutual agreement with that Buyer for the payment of a Buyer Referral Fee for the facilitation of which Buyer Referral Fee, Fairclose will charge a Referral Tech Fee equal to 10% of the Buyer Referral Fee negotiated and agreed to by and between the Licensed Member and the invited buyer.
This is example of how the Buyer Referral Technology Fees work:
The applicable Technology Fee(s) will be disclosed and confirmed at the time that our Members agree to a transaction facilitated through our Site and Platform. Members’ agreement to the terms of a transaction shall also constitute a binding agreement and contract by the parties to a transaction to pay our Technology Fees. Our Platform will generate invoices to Sellers and Buyers who agree to a transaction through our Platform and our Technology Fees will be due and payable directly to us at the closing of that transaction. We may, in our sole discretion, change or adjust our Technology Fees in the future. Your continued use of our Site, Platform and services following any change in our Technology Fees constitutes your agreement to our then-current Technology Fees.
AFFILIATE FEES
Inviting new members to our Site and Platform is highly beneficial to you! For every Member you invite to our Platform, you have the potential to earn an Affiliate Fee. We will pay you an Affiliate Fee for every consummated transaction facilitated through our Platform by a Member (Buyer or Seller) you invited to the Platform, for which transaction a Technology has been paid and collected. To keep it simple, every time you invite a member to the Platform, you become eligible to receive 20% of any Tech Fees collected by Fairclose for the Member you referred.
Here's an example of how it works!
Your earned Affiliate Fees will be remitted to you on an annual basis by the last day of January for consummated transactions closed during the preceding one (1) year period and for which Technology Fees have been paid and collected by us in the preceding one (1) year period.
All Affiliate Fees shall be paid in U.S. dollars. Payment of Affiliate Fees shall be remitted to you once you have accrued Affiliate Fees totaling $1000 USD or greater. In the event that your Affiliate Fees for the preceding year total less than $1000 USD, your Affiliate Fees shall be rolled over to the following year(s) as necessary until the $1000 USD threshold is met.
Regarding Affiliate Fees, you understand and agree that you shall have no claim to any Affiliate Fee based on a transaction that is not consummated, or in the event that the involved parties have failed to remit payment to us of their Technology Fees. We must receive payment of the Technology Fees in order to remit payment to you of your Affiliate Fee. Further, we reserve the right, in our sole discretion, to remove members from our Site and Platform in the event those members fail to comply with our legal policies, including our Terms of Use, or otherwise do not comply with our rules and policies.
Removed Members forfeit any right to payment of Affiliate Fees or any other Fees.
Absent our written agreement stating otherwise, in the event that you cancel your Account with us, you will no longer have the right to receive Affiliate Fees for members you invited to the Site and Platform. Those invited Members shall become associated with the next Member who invited them to the Platform as appropriate in our sole discretion.
All transactions between Sellers and Buyers are consummated outside of our Platform. Our Platform facilitates transactions and provides tools, such as template forms, for the convenience and use of Sellers and Buyers. As further set forth in these Terms of Use, we make no representations and warranties with regard to the legal adequacy, completeness or enforceability of any forms or templates provided for the convenience of our Users.
PENALTY FOR CIRCUMVENTION OF PLATFORM
It is an express condition of using our Site, services and Platform, that Members agree to payment of our Technology Fees. In the event that a Member enters into an agreement with regard to a property on our Platform, but then fails to pay the Technology Fee owed on the consummated transaction, that Member shall be liable to pay us a Penalty fee that is equal to either (a) three (3) times the Technology Fee on a consummated transaction facilitated through our Platform or (b) three (3) times the Buyer’s Fee applicable to the consummated transaction (the “Penalty Fees”), whichever is greater. If a Member circumvents our Site or Platform to consummate a transaction and is subject to a Penalty Fee, we reserve the right, in our sole discretion, to remove that Member from our Site and Platform, to ascribe a negative rating to that Member and to take such other legal action as may be warranted to collect the fees owed to us as we deem appropriate in our sole discretion. In using our Site, services, and Platform, Members agree to remit to us all Technology Fees associated with consummated transactions facilitated through our Platform and expressly acknowledge and agree that we are legally entitled to collect payment of earned Technology Fees, as well as the costs of collection (inclusive of attorneys’ fees and costs of court) in the event that payment of Technology Fees is not timely remitted.
MESSAGING SERVICES
Our Site and Platform provides a text/SMS and email messaging feature to Users, which feature allows Users to upload contact information in order that Users can communicate with their own network of contacts about real estate investments, properties and other information. Users uploading contact information into our Site and Platform warrant and represent that they have authorization from their contacts to upload the third-party contact information. FAIRCLOSE will retain contact information uploaded by Users. FAIRCLOSE will provide the opportunity to any third-party to opt-out of receiving messages through our Site and Platform. See also our terms and conditions set forth in the CONSENT TO INTEGRATION OF CONTACTS/EMAIL/TEXT/SMS MESSAGING and AGREEMENT TO RECEIVE EMAILS, TEXTS, OTHER MESSAGING Sections of these Terms of Service for more information.
LINKS TO OTHER WEBSITES
Our Site and/or Platform may contain links to third party websites or websites that are not owned or controlled by FAIRCLOSE. FAIRCLOSE has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that FAIRCLOSE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, services, goods or websites available on or through any such third-party web sites. We strongly advise you to read the terms and conditions and privacy policies of any third-party website that you visit.
PERSONAL INFORMATION
Your submission of Personal Information to us through our Site and Platform is governed by our Privacy Policy(ies). If you are a resident of California, your submission of Personal Information may be governed by our Privacy Policy for California residents. If you are a resident of another jurisdiction, please see our Privacy Policy(ies) for any jurisdiction specific terms that may be applicable to you. By using our Site and Platform, you expressly acknowledge that you agree to the terms and conditions of all of our applicable Privacy Policies.
INTELLECTUAL PROPERTY
Our Trademarks and Service Marks.
FAIRCLOSE is a trademark of FLIPXL, LLC d/b/a FAIRCLOSE or its affiliates. The Site and Platform, including, without limitation, its graphics, logos, page headers, icons, and scripts constitute trade dress of FAIRCLOSE. You may not use or reproduce, or cause to be used or reproduced, our trademarks, service marks or trade dress, without prior written approval from us. Our trademarks, service marks, and trade dress may not be used in connection with any product or service that is not affiliated with us. Our trademarks, service marks, and trade dress may not be used in any manner that (i) dilutes the rights of FAIRCLOSE, (ii) disparages or discredits FAIRCLOSE, or (iii) is likely to cause confusion among the general public. Any trademarks that are not FAIRCLOSE trademarks and that appear in the Site and/or Platform are the property of their respective owners, who may or may not be affiliated with or sponsored by us.
The Site and Platform and the original content, features and functionality of same and are and will remain the exclusive property of FAIRCLOSE, its affiliates and/or its licensors. Our Site and Platform are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our intellectual property may not be used in connection with any product, service or website without the prior express written consent of FAIRCLOSE.
Copyright Protection.
The design, content, graphics, compilation, magnetic translation, organization, digital conversion and other matters related to our Site, Platform and services are protected under applicable copyrights, trademarks and other proprietary rights, including without limitation, intellectual property rights. Except as permitted by these Terms of Service and Use, you are strictly prohibited from copying, redistributing, using, or publishing any such matters or any part of our Site or Platform. You do not acquire ownership rights to any content or other materials viewed through our Site or Platform. Our Site or Platform may include links to photographs of properties and/or postings of information or materials, but such postings do not constitute a waiver of any right in such information and materials. Except as specifically provided in this Agreement, you may not use our Site, Platform or any content retrieved from our Site or Platform or your Account in any manner that infringes the copyrights or proprietary interests therein or any other intellectual property or legal rights. You may not remove or obscure the copyright notice or other notices contained in our Site, Platform or services.
No Reverse Engineering and Copying. You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting, to reverse compile, modify, engineer, translate or disassemble our Site, Platform or services in whole or in part. Any failure to comply with the above or any other terms and conditions contained in our Terms of Use, or any other legal policies, will result in the automatic termination of your Account with us and we will immediately block and remove your access to our Site, Platform and services. We reserve the right to take further legal action, including without limitation, filing a lawsuit, against any Member that violates the terms and conditions of our Terms of Use and/or engages in any attempt to reverse compile, modify, engineer, translate or dissemble our Site, Platform, or services in whole or in part.
INFORMATION UPLOADED OR LINKED TO OUR SITE/PLATFORM
Sellers are able to upload certain content to our Site and Platform, such as links to photographs, property information and opinions and/or commentary on properties and property values. We make no warranties, guarantees or representations with regard to the accuracy of the information uploaded by Users to our Site or Platform. By using our Site, Platform and services, you expressly acknowledge and agree that FAIRCLOSE shall have no liability for the accuracy of any information uploaded or linked by Users, or the any actions or omissions of any User of the Site or Platform, or any information provided by FAIRCLOSE to you that is not correct, verified or authentic. In the event that you upload links to photographs, property information and/or other information or materials to our Site and/or Platform, you expressly represent and warrant to use that you have the legal right to upload the links to photographs and/or other information and you agree to defend, indemnify and hold harmless FAIRCLOSE, its licensee and licensors, and its officers, directors, employees, partners, agents, representatives, contractors, suppliers or affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorneys’ fees), resulting from or arising out of, directly or indirectly, from information or materials that you upload. You represent and warrant that any software or other materials that you upload or link to our Site or Platform shall be free of viruses or other destructive code.
PROHIBITED USES/REMOVAL FROM SITE AND PLATFORM
In addition to any other prohibitions that may be set forth in these Terms of Use, you are prohibited from using our Site, services and/or Platform or its contents:
We reserve the right to terminate your use of the Site or Platform for violating any of the prohibited uses.
We also reserve the right to terminate your use of the Site or Platform for non-responsiveness, non-payment and circumventing our Terms of Use and/or any obligations of Users as set forth in our Terms of Use or any other legal policies. We reserve the right to ascribe a bad or negative rating to any User of our Site or Platform who violates any of our Terms of Use and/or other legal policies.
TERMINATION OF YOUR ACCOUNT
We may terminate or suspend your account and bar access to the Site or Platform immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms of Use. If you wish to terminate or delete your account, you may discontinue using the Site and Platform and may notify us at [email protected].
All provisions of these Terms of Use which by their nature survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
INDEMNIFICATION AND HOLD HARMLESS
You agree to defend, indemnify and hold harmless FAIRCLOSE, its licensee and licensors, and its officers, directors, employees, partners, agents, representatives, contractors, suppliers or affiliates, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorneys’ fees), resulting from or arising out of, directly or indirectly, a) your use and access of the Site or Platform, by you or any person using your account and password, (b) use by FAIRCLOSE of the prospect data provided by you, including any liability arising from email and/or SMS/text communications to your contacts, (c) your noncompliance with or breach of this Agreement; (d) your use of any affiliate Link, or (e) use by Fairclose of any Affiliate Marks.
SERVICE INTERRUPTION
To ensure the best possible service level, we reserve the right to interrupt our service and/or the operation of the Platform for maintenance, system updates or any other changes, informing our Users appropriately.
Within the limits of law, we may also decide to suspend or terminate our service or Platform altogether. If we terminate our service and/or Platform, we will cooperate with our Users to enable them to withdraw Personal Data or information in accordance with applicable law.
Additionally, our services and Platform might not be available due to reasons outside of our reasonable control, such as “force majeure” (e.g. labor actions, infrastructural breakdowns or blackouts etc).
RELEASE/DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that files or documents downloaded from the internet, the Site or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, FAIRCLOSE WILL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM YOUR USE OF THE SITE, PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR PLATFORM, AND BY USING OUR SITE AND PLATFORM, YOU EXPRESSLY RELEASES FAIRCLOSE FROM ANY SUCH CLAIMS.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE, PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, THE PLATFORM, AND OUR SERVICES OR INFORMATION OR MATERIALS OBTAINED THROUGH THE SITE, PLATFORM OR SERVICES IS AT YOUR OWN RISK. THE SITE, PLATFORM AND ANY SERVICES OR INFORMATION OR MATERIALS OBTAINED THROUGH THE SITE OR PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER FAIRCLOSE NOR ANY PERSON ASSOCIATED WITH FAIRCLOSE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, PLATFORM OR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER FAIRCLOSE NOR ANYONE ASSOCIATED WITH FAIRCLOSE REPRESENTS OR WARRANTS THAT THE SITE, PLATFORM OR ANY SERVICES OR INFORMATION OR MATERIALS OBTAINED THROUGH THE SITE, PLATFORM OR SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE, PLATFORM OR THE SERVER(S) THAT MAKES THE SITE OR PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, PLATFORM OR ANY SERVICES OR INFORMATION OR MATERIALS OBTAINED THROUGH THE SITE, PLATFORM OR SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, FAIRCLOSE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
In no event shall FAIRCLOSE, nor any of its officers, directors, employees, partners, agents, representatives, contractors, suppliers or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use or goodwill, or any other intangible losses, resulting from (i) your access to or use of or inability to access or use the Site and/or Platform; (ii) any conduct or content of any third party on the Site and/or platform; (iii) any content obtained from the Site, Platform or a link to photographs or content or information from any User, (iv) unauthorized access, use or alteration of your transmissions to or with us, or (v) any breach of the Terms of Service and Use by FAIRCLOSE, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have knowledge of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. In addition, neither FAIRCLOSE nor any of its officers, directors, employees, partners, agents, representatives, contractors, suppliers or affiliates shall be liable for any delay in delivery of any services to you or failure of the Site, Platform or any services to perform for the purpose for which intended. You are responsible for verifying the accuracy and completeness of any information, materials and/or representations made available to you through the Site, Platform and services, irrespective of the source of such information, materials and/or representations. FAIRCLOSE has no responsibility or liability to you with regard to any acts or omissions by any other User of the Site or Platform.
SEVERABILITY
If any provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use, such determination shall not affect the validity and enforceability of any other remaining provisions.
GOVERNING LAW
These Terms of Use shall be governed and construed in accordance with the laws of the State of Delaware, United States of America, without regard to conflict of law provisions.
DISPUTE RESOLUTION/WAIVER TO RIGHT TO TRIAL BY JURY
If a dispute arises out of or relates to these Terms of Use, any other legal policy of FAIRCLOSE, or any services provided to you by FAIRCLOSE, or the breach thereof, you agree to negotiate in good faith with FAIRCLOSE to resolve said dispute.
In the event that we and you are unable to resolve any dispute through good faith negotiations, you agree to submit our dispute to non-binding mediation before pursuing any other action. You agree that mediation shall take place before a qualified mediator located in Dallas, Texas.
If the dispute(s) cannot be settled through good faith negotiations or non-binding mediation, you agree to submit all claims or disputes not resolved, including all disputes relating to the scope, validity, or enforceability of this Agreement to binding arbitration to the office of the American Arbitration Association located in Dallas County, Texas on demand of either Party. Such arbitration proceedings shall be conducted in accordance with the then-current commercial arbitration rules of the American Arbitration Association. The arbitrator(s) shall have the right to award or include in their award any relief which they may deem proper in the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the due date), specific performance and injunctive relief. Provided, that, to the fullest extent permitted by law, the parties stipulate and agree that the arbitrators shall not provide for, and no arbitration award shall include, any punitive or exemplary damages, all of which are hereby waived by the Parties. The award and decision of the arbitrator(s) shall be conclusive and binding upon all parties and adjustment may be taken on the award notwithstanding the termination or expiration of this Agreement.
Any failure to enforce any right or provision of these Terms of Use shall not be construed as a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms shall remain in full force and effect.
CHANGES TO TERMS OF USE
You can review the most current version of our Terms of Use at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use or our associated Seller and Buyer terms and conditions set forth in our Terms of Use by posting updates and changes to our Site. It is your responsibility to check our Site periodically for changes. Your continued use of or access to our Site and platform following the posting of any changes to these Terms of Use or other legal policies constitutes your acceptance of those changes and agreement to comply with all of our legal policies.
CONTACT US
Questions about our Terms of Use or any other FAIRCLOSE legal policy can be directed to us via email or mail to:
FAIRCLOSE
Attn: General Counsel
10000 N. Central Expressway
Suite 1000
Dallas, Texas 75231
[email protected]
844-FAIRCLOSE
(844-435-4795)
