All access to and use of the Platform is subject to the terms of this Agreement, as may be amended from time to time. By accessing or using any portion of the Platform, You agree to the terms of this Agreement. This Agreement includes these terms and conditions and the SideDoor policies and rules referenced in these terms and conditions (“Policies and Rules”). By agreeing to this Agreement, You also agree to all such Policies and Rules.
You may be required to agree to additional terms and conditions before access or using certain areas of the Platform (“Additional Agreements”). The terms of any Additional Agreement (which may include payment of additional fees) will apply to the applicable area of the Platform in addition to the terms of this Agreement. If there is a conflict between this Agreement and any Additional Agreement, the terms of the Additional Agreement will control with respect to Your use of or access to that area of the Platform.
Unless You later enter into any Additional Agreement or any other agreement with SideDoor regarding the Platform, this Agreement is the complete and exclusive agreement between You and SideDoor regarding Your access to and use of the Platform. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and SideDoor relating to the Platform.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SIDEDOOR AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, AND INCLUDES VARIOUS LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT REQUIRES YOU TO ARBITRATE ANY DISPUTE.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, SIDEDOOR IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM AND YOU MUST NOT ACCESS OR USE THE PLATFORM.
“Buyer” means a User (defined below) who browses Postings and/or uses other services available on the Platform for Buyers and/or purchases a Home from a Seller.
“Collective Content” means, collectively, User Content (defined below) and SideDoor Content (defined below).
“Content” means all data, information, and other content, including, without limitation, text, graphics, images, music, sound, photographs, illustrations, logos, messages, audio, video, or other information.
“Intellectual Property Rights” means all trademark, trade dress, copyright, patent, moral rights, goodwill, trade secret rights and any other intellectual property right, including any application or registrations therefore, that may now exist or hereafter come into existence under the law of any state, country or other jurisdiction.
“Post” or “Posting” means Content uploaded to the Platform regarding a Home offered by a Seller for Sale through the Platform.
“Seller” means a User who creates a Posting via the Platform and/or sell a Home to a Buyer.
“Service Provider” means lawyers, law firms, house inspectors, appraisers, photographers (except those photographers introduced to Users through SideDoor’s Photography Partner Program, detailed below), mortgage and/or loan brokers, title service companies, banks, financial institutions, lenders and other consultants and service providers (and their employees) to whom or which SideDoor may introduce Users orwhom or which may communicate with Users or Service Providers via the Platform.
“SideDoor Content” or “Content” means all Content that is available through the Platform including any Content licensed from a third party, excluding User Content.
“Scraping” means copying, aggregating, indexing, distributing, or disclosing any part of the Platform or data collected therein.
“Home” means a residence that a Seller is seeking to sell, which a Buyer views via a Posting.
“Tax” or “Taxes” mean any taxes of any kind.
“TPS” means a third party website.
“User” means any individual or entity that accesses or uses the Platform, including a Seller or a Buyer. "User" also includes any person who is authorized to access or use the Platform by or on behalf of another individual or entity, as may be permitted by this Agreement.
“User Content” means all Content that any User posts, uploads, publishes, emails, submits or transmits to be made available through the Platform including without limitation, profile information, Postings, images, voices, likenesses, and other Content.
You can only use the Platform if you are able to form a binding contract with SideDoor. You, or if you represent an entity, must be 18 years or older to access or use the Platform. If you are under 18 years old, you must only access or use the Platform under the supervision of a representative who is 18 or older. Your representative must complete the registration on your behalf and will be bound by this Agreement in his/her individual capacity. By accessing or using the Platform, you represent and warrant that you are 18 years old or older, or are a representative acting on behalf of a minor with the consent of the minor's parent or guardian.
If You are entering into this Agreement on behalf of another entity or organization, You represent and warrant that (a) You are authorized to bind that entity or organization to this Agreement; and (b) the entity on behalf of which You are entering into this Agreement is a duly formed entity existing in good standing in each of the jurisdictions in which the entity transacts business.
You represent and warrant that You: (a) have all authority, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (b) this Agreement constitutes Your legal, valid, and binding obligation, enforceable against it in accordance with its terms; (c) your execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which you are a party or by which your properties may be bound or affected; and (d) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against you that would affect the validity or enforceability of this Agreement.
SideDoor reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Platform or this Agreement, at any time and without prior notice. If we modify this Agreement in a material manner, we will post the modification on the Site, update the "last modified" date at the top of this Agreement, or provide you with other notice of the modification. You should periodically review this Agreement so that you are aware of any changes to which you are bound. Your continued use of the Platform after any such modification constitutes your acceptance of the revised Agreement. If you do not approve of the modified Agreement, do not use or access the Platform; this is your only recourse. SideDoor will not be liable to you or any other User or third party for any modification, suspension, or discontinuance of the Platform.
Although SideDoor provides marketing services to Service Providers, they are fully independent from SideDoor and are not the employees, independent contractors or agents of SideDoor, and SideDoor is not responsible in any way for to either Users or Service Providers relating to business relationships between them. Except as otherwise provided in this Agreement, Users should note that:
SideDoor helps Sellers who want to sell their Homes connect with Buyers who want to buy Homes and with Service Providers. SideDoor itself is not a Buyer or Seller or a Service Provider or a lessor, licensor, manager or broker of any Home or other interest in real property. SideDoor does not own, sell, resell, furnish, provide, rent, sublet, license, manage or control any Home or other interest in real property. All Licenses are entered into solely between Sellers and Buyers
THROUGH THE PLATFORM, SELLERS MAY CREATE POSTINGS FOR HOMES AND BUYERS MAY LEARN ABOUT HOMES. UNLESS EXPRESSLY PROVIDED HEREIN, SIDEDOOR IS NOT A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN SELLERS AND BUYERS OR ANY OTHER PARTY WITH RESPECT TO ANY HOMES OR OTHERWISE. ALL AGREEMENTS TO BUY AND SELL HOMES ARE BETWEEN BUYERS AND SELLERS, AND SIDEDOOR IS NOT A PARTY AND DOES NOT HAVE ANY RESPONSIBILITIES OR LIABILITIES RELATING TO SUCH AGREEMENTS.
SIDEDOOR HAS NO CONTROL OVER THE CONDUCT OF SELLERS, BUYERS OR OTHER USERS OF THE PLATFORM OR ANY THIRD PARTY, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
WITHOUT LIMITING THE FOREGOING, SIDEDOOR CANNOT AND DOES NOT CONTROL ANY CONTENT CONTAINED IN ANY POSTING OR THE PHYSICAL CONDITION OR SUITABILITY OF ANY SPACE, LEGALLY OR OTHERWISE. SIDEDOOR IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ALL POSTINGS AND SPACE.
SIDEDOOR IS NOT AN AGENT OR INSURER FOR ANY SELLER, OR THIRD PARTY. SIDEDOOR IS NOT A REAL ESTATE BROKER AND DOES NOT OFFER REAL ESTATE BROKERAGE SERVICES. SIDEDOOR IS NOT A LAWYER AND NO LEGAL ADVICE OR LEGAL SERVICES ARE OFFERED. USERS SHOULD CONSULT A REAL ESTATE BROKER AND ATTORNEY LICENSED IN THE STATE WHERE THE HOME IS LOCATED IF USER REQUIRES BROKERAGE OR LEGAL ADVICE AND LEGAL SERVICES.
SIDEDOOR DOES NOT OFFER LEGAL REPRESENTATION, MORTGAGE BROKERAGE, TITLE SERVICES, LOANS, MORTGAGES, LOAN BROKERAGE SERVICES, HOUSE INSPECTIONS, APPRAISALS, PHOTOGRAPHY SERVICES, TITLE SERVICES OR ANY OTHER CONSULTING, ADVISORY OR PROFESSIONAL SERVICES. EVEN THOUGH SIDEDOOR MAY MAKE THESE SERVICES AVAILABLE TO YOU FROM OTHERS. SIDEDOOR DOES NOT OFFER ANY ADVICE, OPINIONS, RECOMMENDATIONS, REFERRALS, OR COUNSELING. SERVICE PROVIDERS ARE NOT THE EMPLOYEES OR AGENTS OF SIDEDOOR. SIDEDOOR IS NOT INVOLVED IN AGREEMENTS BETWEEN USERS OR IN THE REPRESENTATION OF USERS. AT NO POINT MAY SIDEDOOR BE HELD LIABLE FOR THE ACTIONS OR OMISSIONS OF ANYONE PERFORMING ANY SERVICES FOR YOU, EVEN THOUGH YOU MAY NOT HAVE KNOWN ABOUT THEM OR ENGAGED THEM BUT FOR YOUR USE OF THE PLATFORM.
SIDEDOOR IS NOT A SERVICE PROVIDER REFERRAL SERVICE OR EMPLOYMENT AGENCY. SIDEDOOR IS NOT AN ATTORNEY REFERRAL SERVICE OR EMPLOYMENT AGENCY. SIDEDOOR DOES NOT SELECT OR ENDORSE ANY INDIVIDUAL SERVICE PROVIDERS TO SERVICE A USER. WHILE SIDEDOOR USES COMMERCIALLY REASONABLE EFFORTS TO VERIFY THAT OUR SERVICE PROVIDERS OFFER THEIR SERVICES AS A BUSINESS, SIDEDOOR DOES NOT MAKE ANY WARRANTY, GUARANTEE, OR REPRESENTATION AS TO THE ABILITY, COMPETENCE, QUALITY, OR QUALIFICATIONS OF ANY SERVICE PROVIDER. SIDEDOOR DOES NOT WARRANT OR GUARANTEE THAT SERVICE PROVIDERS ARE COVERED BY PROFESSIONAL LIABILITY INSURANCE. SIDEDOOR ENCOURAGES USERS TO RESEARCH ANY SERVICE PROVIDER BEFORE ACCEPTING PROFESSIONAL ADVICE AND/OR SERVICES.
SIDEDOOR DOES NOT VOUCH FOR ANY OF ITS USERS OR SERVICE PROVIDERS. PROVIDING A SERVICE WHERE SERVICE PROVIDERS AND USERS CAN MEET DOES NOT IMPLY AN ENDORSEMENT OF ANY USER OR SERVICE PROVIDER. SIDEDOOR DOES NOT SANCTION STATEMENTS SERVICE PROVIDERS MAY POST ON THE SYSTEM. SIDEDOOR MAKES NO REPRESENTATIONS CONCERNING THE QUALIFICATIONS OR COMPETENCE OF SERVICE PROVIDERS. SIDEDOOR IS NOT RESPONSIBLE FOR SERVICE PROVIDERS'ACTIONS OR OMISSIONS, WHETHER INTENTIONAL, NEGLIGENT OR ACCIDENTAL, AND USERS HEREBY RELEASE, DISCHARGE AND AGREE TO INDEMNIFY SIDEDOOR FOR ALL CLAIMS, LOSSES, COSTS AND DAMAGES THAT SERVICE PROVIDERS CAUSE, IF ANY, TO USERS, THEIR HOMES OR OTHER PERSONAL OR REAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, CLAIMS, LOSSES, COSTS AND DAMAGES RELATED TO PERSONAL INJURIES OF USERS CAUSED BY SERVICE PROVIDERS AND ALL OTHER CLAIMS THAT USERS MAY HAVE FROM TIME TO TIME AGAINST SERVICE PROVIDERS OF ANY NATURE WHATSOEVER.
USERS (AND NOT SIDEDOOR) ARE RESPONSIBLE FOR MAKING FINAL DECISIONS ABOUT ACTING ON ANY ADVICE OR RECOMMENDATIONS THAT ARE PROVIDED TO USERS BY SERVICE PROVIDERS, AND USERS ARE RESPONSIBLE FOR RESULTS ACHIEVED BASED ON THE ADVICE OR RECOMMENDATIONS. SIDEDOOR ASSUMES NO RESPONSIBILITY FOR USERS' DECISIONS. USERS SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SIDEDOOR FROM, AND SHALL REIMBURSE SIDEDOOR FOR, ANY AND ALL ACTIONS, CLAIMS, LOSSES, DEMANDS, DAMAGES (INCLUDING INCIDENTAL AND CONSEQUENTIAL DAMAGES), SUITS, OBLIGATIONS, LIABILITIES, COSTS (INCLUDING COSTS OF SETTLEMENT), EXPENSES (INCLUDING ATTORNEYS' FEES), CHARGES, AND DAMAGES, WHETHER FORESEEN OR UNFORESEEN, FIXED OR CONTINGENT, KNOWN OR UNKNOWN ("ADVERSE CONSEQUENCES"), WHICH SIDEDOOR MAY INCUR OR WHICH MAY BE IMPOSED UPON SIDEDOOR AS A CONSEQUENCE OF, OR WHICH RELATE IN ANY WAY TO (A) ANY ACTS, OMISSIONS OR CONDUCT OF USERS AND THEIR AGENTS, CONTRACTORS AND VOLUNTEERS. FURTHER, USERS RELEASES AND FOREVER DISCHARGES SIDEDOOR AND ITS PERSONNEL, EMPLOYEES, AGENTS, CONTRACTORS AND VOLUNTEERS FROM ANY ADVERSE CONSEQUENCES THAT USERS AND THEIR AGENTS, CONTRACTORS AND VOLUNTEERS MAY INCUR OR THAT MAY BE IMPOSED UPON USERS AND SUCH PERSONS RELATED DIRECTLY OR INDIRECTLY TO THE ITEMS DESCRIBED IN THIS PARAGRAPH.SIDEDOOR DOES NOT GUARANTEE RESULTS. FROM TIME TO TIME, USERS MAY SUBMIT REVIEWS OF SERVICE PROVIDERS; THESE REVIEWS DO NOT CONSTITUTE A GUARANTEE, WARRANTY, OR PREDICTION REGARDING THE OUTCOME OF ANY FUTURE LEGAL MATTER. SIDEDOOR WILL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY CONTENT OR ADVICE YOU ENCOUNTER ON OR THROUGH THE WEBSITE, AND ANY USE OR RELIANCE ON CONTENT OR ADVICE IS SOLELY AT YOUR OWN RISK.
USE OF SIDEDOOR DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP WITH SIDEDOOR. SIDEDOOR DOES NOT OFFER LEGAL ADVICE OR SERVICES. ANY USE OF THE SIDEDOOR SERVICE IS NOT INTENDED TO, AND DOES NOT, CREATE AN ATTORNEY-CLIENT RELATIONSHIP. ANY COMMUNICATION VIA SIDEDOOR MAY NOT BE HELD CONFIDENTIAL. SIDEDOOR IS NOT LIABLE FOR THE ACTIONS OR OMISSIONS OF ANY SERVICE PROVIDER PERFORMING CONSULTING SERVICES FOR YOU.
Subject to this Agreement, during the term of this Agreement, SideDoor will provide You with a personal, non-exclusive, limited, non-transferable, freely revocable right to access and use the Site (including all services provided through the Site). All access to the Site will be solely by You for Your own use in connection with Your use of and access to the Platform. If You are an entity or other organization, then Your employees and contractors may also use the Site on Your behalf in connection with Your internal business purposes. Your rights to access and use the Site are non-exclusive, non- transferable, and non-sublicensable. You understand that SideDoor may from time to time, in its sole discretion, suspend or discontinue the Site or Platform (or any portion thereof) with or without notice.
You may be required to establish an account (an “Account”) to access portions of the functionality of the Platform. Approval of Your request to establish an Account will be at the sole discretion of SideDoor. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that SideDoor, in its sole discretion, deems offensive.
Each Account and the User identification and password for each Account (“Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You or, if You are an organization, by an individual employee within Your organization. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify SideDoor immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all costs, fees, liabilities or damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful). All Postings, Licenses, and other transactions completed through Your Account will be deemed to have been lawfully completed by You. SideDoor will not be liable for the foregoing obligations or the failure by You to fulfill those obligations.
All SideDoor Content and User Content is for informational purposes only. SideDoor has not verified the accuracy of, and will not be responsible for any errors or omissions in, any SideDoor Content or User Content. You are solely responsible for Your use of or reliance on any SideDoor Content or User Content. Subject to your compliance with this Agreement, SideDoor grants you a personal, limited, non- exclusive, non-transferable, freely revocable license to access and view all SideDoor Content and User Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Platform. You will have no right to sublicense the License. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any SideDoor Content or User Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any SideDoor Content or User Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any SideDoor Content or User Content. Except as stated in this Section, You are granted no other licenses or rights in or to any SideDoor Content or User Content.
Each User is solely responsible for all User Content and compliance with any and all laws, rules and regulations that may apply to its use of the Platform. In connection with such use, you agree not to do any of the following and not to advocate, encourage, or assist any third party in doing any of the following:
We have no obligation and do not routinely monitor User's access to the Platform and do not review or edit any User Content, but have the right to do so for the purpose of operating the Platform, ensuring compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. SideDoor will have the right to investigate and take legal action to enforce its rights against anyone who in our sole discretion violates this provision or any other provision of this Agreement. In its sole discretion and without notice or liability for any reason, SideDoor may also (i) remove or disable Content or access to Content that deems is objectionable, offending, harmful or in violation of this Agreement, (ii) suspend or terminate any Account, and/or (iii) report any violations of this Agreement to law enforcement authorities. If your Account is terminated, you will continue to be bound by this Agreement. All Users agree to in good faith cooperate and provide SideDoor with information and to take such actions as we may reasonably request with respect to any investigation we undertake regarding use of the Platform.
All Intellectual Property Rights related to the Platform, SideDoor Content, and the technology and software underlying the Platform or distributed in connection therewith, are the exclusive property of SideDoor and its licensors. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to You to use them apart from the rights to access the Platform granted under this Agreement. All trademarks, service marks, logos, trade names and any other proprietary designations of SideDoor used herein are trademarks or registered trademarks of SideDoor. All goodwill generated from the use of SideDoor's trademarks will inure to the exclusive benefit of SideDoor. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of the parties who own them. SideDoor reserves all rights not expressly granted herein.
You will be permitted, in our sole discretion, to post, upload, publish, submit or transmit User Content to the Platform. SideDoor claims no ownership rights or interest in your User Content. With the exception of payment information, by providing the User Content through the Platform, you hereby grant to SideDoor a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, modify, syndicate, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, make derivative works of and otherwise exploit such User Content on, through, or by means of the Platform or through any other channel in any format. You also grant each User of the Platform a non-exclusive license to access your User Content through the Platform and to use, reproduce, display and perform the same as permitted through the functionality of the Platform under this Agreement. Publishing your User Content through the Platform is not a substitute for registering it with the United States Trademark Office, United States Copyright Office or any other such agency or office.
SideDoor does not assume any liability for any User Content published by you or any other User of the Platform, or for any action, you take in reliance on the User Content published by any other User, including without limitation information contained in any Post. SideDoor assumes no responsibility for any User's compliance with any law, rule or regulation with respect to such User Content. Accordingly, you acknowledge and agree:
Additionally, you represent and warrant that:
SideDoor may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that Postings, data or other Content will be retained by the Platform and the maximum storage space that will be allotted on SideDoor's servers on your behalf. SideDoor will have no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded to the Platform. You further acknowledge that SideDoor reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Notwithstanding any other provision contained in this Agreement, including but not limited to any provisions contained in the “Service Providers” and “User Content” sections above, all photographs, images, prints, and/or pictures (collectively “PPP Photographs”) provided to you through SideDoor’s Photography Partner Program (the “PPP”) are the exclusive property of SideDoor. SideDoor retains all ownership interests and ownership rights associated with the PPP Photographs, including but not limited to rights to distribution, publication, alteration, sale, and duplication thereof.
As a User of the Platform, and upon purchasing and paying in full for PPP services as a Seller, You are granted a limited, terminable, non-exclusive license to use the PPP Photographs for the sole purpose of aiding in the sale and/or marketing of Your Home through SideDoor or other means. You are not granted a license to sell, transfer, license, sub-license, and distribute any of the PPP Photographs or any component or derivation thereof, including any product developed from the PPP Photographs, to any third party under any circumstances.
You acknowledge that You are not receiving any ownership interest in the PPP Photographs, and no right and/or license is granted to You to use them apart from the rights and/or licenses expressly stated in this Agreement.
SideDoor does not endorse any User, Home or Posting by virtue of any Posting, use of the Platform by any User, or otherwise. SideDoor does not screen, review or confirm the accuracy of any User Content, including without limitation, User information or identity, SideDoor Account accuracy, or Posting veracity. You are responsible for determining the identity of others with whom you engage and suitability of Home you License via the Platform. We encourage you to communicate directly with Users of the Platform with regard to Postings or Licenses entered into by you. By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of any Users or other third parties will be limited to claims brought against particular Users or third parties with whom you engage, directly or indirectly, and you will not attempt to impose liability on, or seek any legal remedy from SideDoor. Notwithstanding the above, this limitation on liability will not apply with respect to a claim against SideDoor by a Seller for the remittance of payments received by SideDoor from a Buyer on behalf of a Seller; such liability will be subject to the provisions of the "Limitation of Liability" Section below.
IF THE PLATFORM OR THIS AGREEMENT PROVIDES PROFESSIONAL INFORMATION OR RECOMMENDATIONS (FOR EXAMPLE, LEGAL, INSURANCE, FINANCIAL OR REAL ESTATE), SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE. NO DECISION OR OTHER ACTION SHOULD BE MADE ON THE BASIS OF SUCH INFORMATION AND NO FIDUCIARY OR OTHER PRIVILEGED RELATIONSHIP EXISTS BETWEEN YOU AND SIDEDOOR. SIDEDOOR RECOMMENDS THAT YOU SEEK THE ADVICE OF A LICENSED PROFESSIONAL QUALIFIED TO PROVIDE ADVICE IN SUCH AREAS.
The Platform may contain links to third-party websites (TPS), advertisers, services, special offers, or other events or activities that are not owned or controlled by SideDoor, including without limitation offering products and services, such as insurance, office supplies and other related solutions. You acknowledge and agree that by virtue of the fact that such TPSs are accessible through the Platform or maintain a presence therein, SideDoor does not endorse such TPSs and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, services or products available from such websites or resources.
SideDoor respects the intellectual property rights of artists and Content owners and ask that our Users do the same. If you believe that your copyrighted work which is accessible through the Platform has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify SideDoor as provided below. In its sole discretion, SideDoor will investigate claims of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act of 1998 ("DMCA") and other applicable intellectual property laws.
A notification of claimed copyright infringement should be emailed to SideDoor' Legal Department at legal@SideDoor.com. You may also contact us by mail at:
SideDoor Group, Inc.
Attn: Legal Department
1877 Broadway, Unit 100
Boulder, Colorado 80302
The notification must be in writing and contain the following information:
In accordance with the DMCA and other applicable law, SideDoor has adopted a policy of limiting access to the Platform or terminating Users who it deems to be repeat infringers in its sole discretion.
For any reason in its sole discretion, with or without cause or prior notice and without liability to you, SideDoor may suspend or terminate in whole or in part this Agreement, the Platform or your Account. SideDoor will not be liable to You or any third-party for any such suspension or termination. You will remain liable for any amounts due in accordance with this Agreement after any such suspension or termination relating to the period prior to the termination. You may cancel your Account at any time by sending an email to firstname.lastname@example.org. If you cancel your SideDoor Account, we may retain all Content you provided to the Platform, including without limitation, any product or Platform reviews. If your SideDoor Account or this Agreement are cancelled, suspended or terminated, SideDoor will pay you, in accordance with this Agreement, any monies it determines in its sole discretion you are owed.
YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. ADVICE OR INFORMATION, OBTAINED FROM SIDEDOOR OR THROUGH THE PLATFORM, WILL NOT CREATE ANY WARRANTY OTHER THAN AS STATED IN THIS AGREEMENT. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SIDEDOOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. SIDEDOOR DOES NOT WARRANT THAT THE PLATFORM, ANY POSTING OR SPACE WILL (I) MEET YOUR REQUIREMENTS, (II) BE UNINTERRUPTED, SECURE, TIMELY, VIRUS-FREE OR ERROR- FREE; (III) BE ACCURATE, CORRECT, TRUTHFUL, OR RELIABLE; OR (IV) THE QUALITY OF ANY SPACE, PRODUCT, PLATFORMS, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTION YOU TAKE IN RELIANCE ON ANY CONTENT POSTED ON THE PLATFORM. SIDEDOOR EXPLICITLY DISCLAIMS LIABILITY FOR ALL ACTS OR OMISSIONS OF ANY SELLER, GUEST OR OTHER THIRD PARTY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY LAW, SIDEDOOR AND ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, AND OTHER REPRESENTATIVES WILL NOT BE LIABLE FOR ANY RISK RELATED TO YOUR ACCESS AND USE OF THE PLATFORM OR CONTENT, YOUR POSTING OR BOOKING OF ANY SPACE, OR ANY INTERACTION BETWEEN YOU AND OTHER USERS OF THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, SIDEDOOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND WHETHER SIDEDOOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING WITHOUT LIMITATION: (I) LOST PROFITS, USE, CONTENT, GOODWILL, PLATFORM INTERRUPTION, OR ANY OTHER INTANGIBLE LOSSES; (II) LOSSES RESULTING FROM COMPUTER DAMAGE, HACKING, TROJAN HORSES, DATA, BUGS, VIRUSES, TAMPERING, UNAUTHORIZED USE OF YOUR ACCOUNT OR USER CONTENT; (III) ANY ERRORS OR OMISSIONS IN ANY CONTENT; (IV) THE USE OF ANY CONTENT OR COMMUNICATIONS ACCESSED OR TRANSMITTED THROUGH THE PLATFORM, INCLUDING STATEMENTS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY; (V) SPACE, GOODS, PLATFORMS, TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM, DAMAGE TO PERSONAL OR REAL PROPERTY; (VI) ANY REPLACEMENT COSTS OF SUBSTITUTE GOODS OR PLATFORMS RESULTING FROM YOUR ACCESS OR USE OF THE PLATFORM; OR (VII) ANY DAMAGES FOR PERSONAL PROPERTY, BODILY INJURY OR EMOTIONAL DISTRESS RELATED TO THIS AGREEMENT, THE PLATFORM, OR CONTENT.
EXCEPT FOR OUR OBLIGATION TO PAY SELLERS IN ACCORDANCE WITH THIS AGREEMENT, IN NO EVENT WILL SIDEDOOR'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF (I) THE AMOUNT YOU HAVE PAID SIDEDOOR IN THE 30 DAY PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM OF LIABILITY, OR (II) ONE HUNDRED DOLLARS ($100).
THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY IN ALL JURISDICTIONS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS INCLUDED IN THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
The Platform is developed and operated within the United States and the Content and materials included in the Platform are solely for the use by persons and entities located within the United States. The Application may not be exported and persons or entities who access or use the Platform from other jurisdictions are obligated to comply with United States and local laws and regulations. You are not permitted to use the Platform or post any Home if you are, or the Home is situated in a jurisdiction that the United States has an embargo against or has been designated by the U.S. Government as a "terrorist supporting" country, or if you are included on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List.
You agree to release, defend, indemnify and hold SideDoor and its affiliates and subsidiaries, and their licensors, officers, directors, managers, employees and agents, harmless from and against any claims, costs, liabilities, rights, damages, losses, and expenses, including, without limitation, reasonable attorney's fees, arising from (i) your access or connection to, or use of the Platform, including all Content and User Content; (ii) your breach of this Agreement or a third-party right (including intellectual property rights); (iii) your interaction with any User, (iv) your violation of any law, rule or regulation; (v) the use or License of a Home by you, including, but not limited to any injuries, losses, or damages of any kind arising in connection with or as a result of the License, booking or use of a Home; or (vi) any other person or entity's access or use of the Platform with your User login and password. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
You agree that: (i) the Platform will be deemed to be solely based in the State of Colorado and the United States of America; and (ii) the Platform will be deemed to be a passive one that does not give rise to personal jurisdiction over SideDoor in jurisdictions other than the State of Colorado. This Agreement will be interpreted in accordance with the laws of the State of Colorado and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Denver County, Denver, Colorado or a United States District Court, located in Denver, Colorado for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's intellectual property rights, as set forth in the "Arbitration" section below. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
If any dispute arises between you and SideDoor, you agree to contact us at email@example.com and attempt to resolve the dispute informally prior to filing any cause of action against SideDoor. If you and SideDoor are unable to resolve the dispute informally, you agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Platform (collectively, “Disputes”) will be settled by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect (the “AAA Rules”) and except as modified by this "Arbitration" Section. (The AAA Rules are available at www.adr.org/arb_med or by calling 800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section. Notwithstanding the above, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of any intellectual property rights.
Unless otherwise directed by SideDoor, the arbitration will be conducted in English and held in Denver, Colorado before a single arbitrator mutually agreed to by the parties, or by the AAA if the parties are unable to select an arbitrator within seven (7) days of the filing of the demand for arbitration. The arbitration must commence within forty-five (45) days of the date that the party who initiates the arbitration provides the other party with a written Demand for Arbitration in compliance with the AAA Rules (Demand for Arbitration form , or for California residents.) Each party will be responsible for paying their own filing fees, arbitrator fees and other costs in accordance with the AAA Rules. The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. The prevailing party will be entitled to an award of attorneys' fees and costs, to the extent provided under applicable law and the AAA Rules.
By accepting this Agreement, you acknowledge and agree that all claims must be brought in your individual capacity and that you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or similar proceeding. Further, unless SideDoor otherwise agrees in writing, the arbitrator may not consolidate more than one person's claims. If this specific paragraph is held unenforceable, then the entirety of this "Arbitration" section will be deemed void. Except as provided in the preceding sentence, this "Arbitration" section will survive any termination of this Agreement.
The provisions of this "Arbitration" section will be enforceable in any court of competent jurisdiction.
If you feel that any User engaged in inappropriate behavior or acted illegally, you should immediately report such person to law enforcement authorities. In addition, please also notify SideDoor by emailing us with your police station and report number at firstname.lastname@example.org. Your report to us will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
This Agreement constitutes the entire and exclusive agreement between SideDoor and you regarding the Platform, Content, and any Postings, bookings or Licenses made through the Platform, and supersedes any prior agreements between you and SideDoor with respect to the same. SideDoor may modify this Agreement from time to time in its sole discretion and any such modifications will be binding upon each User and will act to modify any License effective as of the first day of the next Term after the date of such modification.
This Agreement and any agreements, rights and licenses created or granted herein may not be transferred or assigned by You, whether by operation of law or otherwise, without SideDoor's prior written consent. Any attempted transfer or assignment without such consent will be null and void. SideDoor may assign or transfer this Agreement in its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
All notices required to be provided to SideDoor under this Agreement will be provided by You in writing and shall be delivered by hand, certified U.S. mail (return receipt requested), or overnight delivery service (with confirmation of receipt) to SideDoor, Inc., 1877 Broadway Unit 100, Boulder, Colorado 80302 or the address for SideDoor set forth on the Site. All notices sent to SideDoor will be deemed to have been received by SideDoor upon confirmed receipt. Any notices or other communications permitted or required hereunder by SideDoor, including those regarding modifications to this Agreement, will be in writing and given by SideDoor in its sole discretion (i) via email, (ii) regular mail, or (ii) by posting to the Site or via the Platform. For notices made by e- mail, the date of receipt will be deemed the date on which such notice is transmitted. SideDoor is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email or physical address you provide us.
The failure of SideDoor to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of such right or provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and any notice provided in electronic form hereunder, will be admissible in administrative or judicial proceedings to the same extent and subject to the same conditions as other business documents or records originally generated and maintained in printed form. Whenever this Agreement provides that SideDoor has a certain right, that right is absolute and you intend that SideDoor's exercise of that right will not be subject to any limitation or review.
Under California Civil Code Section 1789.3, Users of the Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
If you have any questions on this Agreement, please contact SideDoor at email@example.com .