Effective Date: 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 our private, invitation only FAIRCLOSE Marketplace Platform (our software services platform) (the “Platform”) and all information, tools and of all terms, conditions, policies and notices stated here.
By accessing or using this Site you are agreeing to comply with and be bound by these Terms of Use, our Privacy Policy(ies) and all of our other legal policies, which are expressly incorporated into these Terms of Use. Before using this Site, please carefully review all of our legal policies. All personal information collected through this Site will be handled in accordance with our Privacy Policy and other legal policies. To the extent there are inconsistencies between these Terms of Use and our Privacy Policy(ies), these Terms of Use control. If you do not agree to these Terms of Use, you may not access or use our Site. We reserve the right to update these Terms of Use at any time. These changes will be effective on the date the revised version posts to this Site.
If you are invited to access the FAIRCLOSE MARKETPLACE PLATFORM, you will be required to expressly agree and adhere to additional FAIRCLOSE TERMS OF SERVICE AND USE. Nothing in these Terms of Use shall be construed to supersede or modify any of the terms and conditions of the FAIRCLOSE TERMS OF SERICE AND USE.
OWNERSHIP OF THIS SITE AND ITS CONTENT
This Site, including all the software and code comprising or used to operate this Site, all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this Site, including Feedback (as defined below) (together, the “Content”) is protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights herein are the property of FAIRCLOSE, or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.
The presence of any Content on this Site does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this Site. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.
Permission is hereby granted only to the extent necessary to lawfully access and use this Site and to display, download, or print portions of this Site on a temporary basis and only for your personal, educational, noncommercial use, provided that you: (i) do not modify the Content; (ii) retain any and all copyright and other proprietary notices contained in the Content; and (iii) do not copy or post the Content on any network computer or broadcast the Content in any media.
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.
INTELLECTUAL PROPERTY OWNERSHIP
(Including Trademarks and Logos)
The FAIRCLOSE name and logo, all product and service names, all graphics, all button icons, and all trademarks, service marks, tag lines, slogans and logos appearing within this Site, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of FLIPXL, LLC d/b/a FAIRCLOSE (the “FAIRCLOSE Marks”). Any other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this Site are the property of their respective owners. You are not authorized to display or use the FAIRCLOSE Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of the properties featured within this Site without the prior written permission of such property or other intellectual property owners. The use or misuse of the FAIRCLOSE Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
FEEDBACK PROVIDED BY YOU
We may provide you with an opportunity to provide feedback to us through this Site, including but not limited to, any text, photos, images, illustrations, graphics, sounds, video and audio clips, or other content, with regard to how we can improve the Site and our products or services (“Feedback”). Any Feedback that you provide to us will become and remain our exclusive property. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title, and interests in and to your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to exploit, reduce, practice, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensation to you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to convey to us and for us to own and control.
YOUR OBLIGATIONS ON OUR SITE
You have various obligations set forth in these Terms of Use, and our other legal policies, including that you understand and agree that you are solely responsible for maintaining the security of your account if you establish one with us. You are also solely and fully responsible for all activities that occur under your username and any other actions taken in connection with your account. You may never use another user’s account, and you may not provide another person with the username and password to access your account.
You agree to immediately notify us in writing of any unauthorized use of this Site or any other breaches of security with respect to your account. You acknowledge and agree that we will not be liable for any acts or omissions by you, including any loss or damage of any kind incurred as a result of such acts or omissions. You agree to submit only truthful, complete, and accurate information to us through your account and through our Site.
You are solely responsible for providing and maintaining at your own expense, appropriate technological capabilities to use the Site, and access the Content, including but not limited to, a device with Internet access. We reserve the right to modify the Site or change the access configuration, including any software, hardware, or other requirements at any time and without prior notice to you. Your continued use of our Site following any modifications or changes to the Site or our legal policies constitutes your continued agreement to the terms and conditions of use of our Site and all of our legal policies.
PROHIBITED CONDUCT/RESTRICTIONS ON USE
You are prohibited from using our Site or any of our Content for:
(a) any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, state regulations, rules, laws, or local ordinances;
(d) to infringe our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate against any other person, whether or not on the basis of gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code;
(h) attempting to reverse compile, modify, engineer, translate or disassemble our Site, Platform or services in whole or in part;
(i) to interfere with the functionality or operation of the Site or of any related website;
(j) to interfere with other users’ access to the Site;
(k) to collect or track the personal information of others;
(l) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(m) To permit any third party to use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather any materials, or reproduce or circumvent the navigational structure or presentation of the Site or Platform;
(n) for any obscene or immoral purpose; or
(o) to interfere with or circumvent the security features of the Site or any related website, other websites, or the internet.
We reserve the right to terminate your use of the Site for violating any of the prohibited uses.
LINKS TO THIRD-PARTY WEBSITES
Our Site may contact links that direct you to third-party websites that are not affiliated with FAIRCLOSE (“Third-Party Sites”). We are not responsible for examining or evaluating the content or accuracy of the information available on Third-Party Sites, and we do not warrant and will not have any liability or responsibility for any third-party materials or information contained on a Third-Party Site, or for any other materials, products, or services of third-parties.
Our Site may direct or link you to third-party websites operated by our vendors or affiliates. By using our Site, and any third-party links, you expressly agree to the terms and conditions of said third-parties and acknowledge your obligation to review and agree to the legal policies, including terms of use/service and privacy policies, of said third-parties.
FAIRCLOSE is not liable for any harm or damages related to your purchase or use of services, goods, resources, content, or any other transactions made in connection with any third-party. Please carefully review the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the applicable third-party.
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.
Fairclose may also communicate via email or text to persons who have contacted us or expressed an interest in our Site and Platform and the services provided therein. If you do not wish to communicate with us, we will provide you with the opportunity to opt-out or unsubscribe to our communications.
RELEASE/DISCLAIMER OF WARRANTIES
FAIRCLOSE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THIS SITE AND ALL OF ITS CONTENT ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, FAIRCLOSE, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FAIRCLOSE, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONSAND WARRANTIES: (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS SITE; (C) THAT THE CONTENT OF THIS SITE IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).
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.
FAIRCLOSE does not endorse and is not responsible for statements, advice or opinions made by anyone other than FULLY authorized and official FAIRCLOSE spokespersons. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA THROUGH OR IN OUR SITE. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN RELEASES ir WARRANTIES, SO ALL OR PART OF THIS RELEASE/DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOW SO EVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT,GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD-PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.
IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE REASONABLE VALUE OF THE SERVICES RENDERED UNDER WHICH THE LIABILITY AROSE.
Our legal policies and this Site give you specific legal rights and you may also have other rights which vary from U.S. state to U.S. state and country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.
MODIFICATION/DISCONTINUATION/SUSPENSION
We reserve the right at any time and from time-to-time to modify, edit, delete, suspend, or discontinue, temporarily or permanently this Site (or any portion thereof) and/or the information, materials, products and/or services available through this Site (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third-party for any such modification, editing, deletion, suspension, or discontinuance of this Site.
WAIVER
The failure of FAIRCLOSE, at any time, to require performance of any provision of these Terms of Use or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by FAIRCLOSE of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.
SEVERABILITY
Should any provision of these Terms of Use be held by a court of competent jurisdiction or other appropriate adjudicatory authority to be unenforceable, such provision will be interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.
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.
INDEMNIFICATION
You agree to indemnify and hold FAIRCLOSE, its subsidiaries, franchises and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third-party due to, or arising out of, your use of this Site in violation of these Terms of Use and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above and/or if any material that you post or other action you take using this Site causes us to be liable to another. We reserve the right to defend any such claim, and you agree to provide us with such reasonable cooperation and information as we may request.
CHANGES TO OUR TERMS OF USE
FAIRCLOSE reserves the right to change these Terms of Use from time to time and not inconsistent with applicable laws and principles. These changes will be effective as of the date we post the revised version on this Site. Your continued use of this Site after we post revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. If at any time you choose not to accept our Terms of Use, you may no longer access or use our Site.
ENTIRE AGREEMENT
These Terms of Use, along with our Privacy Policy and other legal policies (as well as any special terms or notices applicable to you) contain the entire understanding and agreement between you and FAIRCLOSE with respect to this Site and supersede all previous communications, negotiations, and agreements, whether oral, written, or electronic, between you and FAIRCLOSE with respect to this Site and your use of this Site.
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)
