Effective January 1, 2021
XACT-TC ("XACT-TC"“We,” “Us,” “Our”) by and through itself, its employees, agents and others, provides various business administrative services for real estate agents, brokerages and teams (the “Client”), including but not limited to transaction coordination, administrative support, client support and other related services, through this Website and through other means such as additional websites, direct communication with representatives of XACT-TC through email, on the phone or other wise (the "Services"). All Services provided by XACT-TC in any manner are offered subject to Your acceptance of these Terms as well as any relevant sections of the XACT-TC Privacy Policy. As such, these Terms constitute an Agreement (the“Agreement”) between You and Us.
By visiting this website and engaging XACT-TC for Services, YOU ACKNOWLEDGE THAT YOU:
a) HAVE READ THESE TERMS ,
b) UNDERSTAND THESE TERMS, AND
c) ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND THE SERVICES AGREEMENT BELOW.
You must be at least 18 years old to access this Website or to engage XACT-TC for Services.
You must be a real estate agent or real estate broker duly licensed in the state where You are conducting real estate activities to engage XACT-TC for Services.
A home seller or buyer (principal) may also engage XACT-TC directly for services for the limited capacity of administrative assistance in the subject transaction. In such a case, XACT-TC does NOT represent Principal and XACT-TC will NOT be Principal’s agent. Nothing provided by XACT-TC directly to a home seller or buyer shall be construed to be real estate agent activities, legal or tax advice. A home seller or buyer is advised to consult with appropriate professionals in those areas for any such advice or counsel.
You agree that you are accessing and utilizing the Services for business purposes. If you are using the Services on behalf of an organization, team or brokerage, You are agreeing to these Terms for that organization and confirming now to XACT-TC that you have the authority to bind said organization to these Terms (in which event,“You” and “Your” will refer to that organization).
If you do not agree with these Terms, or are under 18 years old, please do not use the Services or Our Website. If at any time you are not willing to be bound by theseTerms, You should terminate Your relationship with Us.
XACT-TC SERVICES AGREEMENT:
1. Purpose. XACT-TC shall provide Services to Client pursuant to the terms of this Agreement, for one or more real estate transactions to which Client is a party as a representative of one or more of the principals involved, or a principal themselves, or in the case of a team or real estate brokerage, one of Client’s real estate agents is similarly involved in the transaction (as more fully described below). This Agreement applies to all transactions where Client engages XACT-TC to perform Services, whether through XACT-TC’s Website, verbally, through email or otherwise.
2. No other relationship created. Pursuant to this Agreement, XACT-TC shall provide the Services to Client. Such Services shall be within the general scope of administrative support, listing coordination, transaction and escrow coordination, client support and other related items. This Agreement shall not create any employer-employee or joint venture relationship between Client or Client’s real estate brokerage, if applicable, and XACT-TC, any of its officers or directors, nor shall Client or Client’s real estate brokerage be an owner, director or officer of XACT-TC or any of its officers, directors or employees. XACT-TC shall at all times be an independent contractor.
3. Services provided by XACT-TC. XACT-TC shall provide the Services to Client, which may be updated or changed from time to time by XACT-TC by providing written notice to Client. XACT-TC reserves the right to change or update the Services on transactions as necessary and reasonable. The Parties may also agree to certain additional or amended Services that may not be covered by thisAgreement.
4. Compliance with Applicable Laws. At all times, Client shall be responsible for compliance with all laws, rules and regulations concerning licensed real estate activities in the state where Client conducts business. Client acknowledges that responsibility for compliance with all such laws rests solely with Client, and not XACT-TC.
5. No Real Estate Agent Services. It is understood and agreed that XACT-TC shall provide the Services at Client’s request and direction. The scope of Services shall be limited to non-real estate licensed administrative type duties only. XACT-TC shall not perform any services for which a real estate license is required in the state where Client conducts real estate activities and nothing provided by XACT-TC, written or oral, shall be construed by Client as real estate, legal or tax advice.
6. Term and termination. This Agreement shall commence upon Client’s engagement of XACT-TC for a particular transaction, and continue unless and until terminated by either Party. The terms of this Agreement shall apply to all transactions Launched by Client with XACT-TC through the XACT-TC website, an online form, through email communication or any other means. Launching a transaction shall be defined as completing an intake form online and submitting the proper documentation, or otherwise approving XACT-TC to commence work on a transaction via email or otherwise. Once a transaction is Launched, the appropriate fee, as set forth on the Website or intake form, shall be due by Client to XACT-TC. THE AGREEMENT BETWEEN YOU AND US MAY BE TERMINATED BY EITHER PARTY AT ANY TIME UPON WRITTEN NOTICE TO THE OTHER PARTY, FOR ANY REASON OR FOR NO REASON, WITH OR WITHOUT CAUSE, AND UPON ANY SUCH TERMINATION, NEITHER PARTY SHALL OWE ANY FURTHER DUTIES OR RESPONSIBILITIES TO THE OTHER, EXCEPT ANY SUCH DUTIES THAT SPECIFICALLY SURVIVE THE TERMNATION OF THIS AGREEMENT, AS SPECIFICALLY SET FORTH HEREIN. Upon any cancellation of this Agreement by either Party, this Agreement shall continue to govern any transactions then in process.
7. Confidentiality and Proprietary Information. Both parties agree not to disclose to any third party any confidential information, processes, systems, data, clients or information obtained from the other Party, for any purpose other than the furtherance of their activities together, both during and after this Agreement is in effect. All materials, systems, processes, leads, clients and databases are strictly confidential and are not to be discussed or shared by either party with any third party, including in the case of Client, Client’s real estate brokerage, team or staff.
8. Fees. The applicable fee, as set forth on the Website, intake form, or otherwise provided to Client upon Launching a transaction, is payable by Client at closing of the subject transaction, directly through escrow, title or otherwise. As applicable, XACT-TC shall submit an invoice directly to the escrow or title company handling the transaction and Client irrevocably assigns the fee to XACT-TC. There shall be no fee for transactions that do not close escrow, for any reason or no reason. If Client elects to have the principal of a transaction (buyer, seller, etc.) pay the XACT-TC fee, XACT-TC shall so indicate on the invoice provided to the escrow or title company; provided, however, that Client remains responsible for the fee in the event that the principal does not make payment. Client also acknowledges and agrees that in such case, Client has properly followed all applicable laws and regulations, including Client’s brokerage’s rules, has disclosed the fee to the principal and the principal has agreed, up front, to pay such fee. XACT-TC shall not be liable for any issues concerning payment of the fee by a principal on a transaction and such matters shall be resolved between the principal and Client.
9. No Refunds. Unless otherwise stated in writing with respect to particular Services offered, XACT-TC abides by a strict no refund policy. Once a transaction closes, You agree and understand that you are foregoing and waiving the right to claim any refund of fees paid to XACT-TC for Services.
10. Indemnification. Client agrees to indemnify, defend and hold XACT-TC, its third-party vendors, corporate affiliates, directors, officers, employees and agents harmless from any and all claims and demands, including, but not limited to reasonable attorneys' fees, made by any third-party due to or arising out of any act or omission by Client related to a transaction. XACT-TC shall not be responsible or liable for any damages claimed by the principal on any transaction and Client shall indemnify, defend and hold XACT-TC harmless from any and all claims and demands made by the principal against XACT-TC concerning any transaction.
11. No Warranty / Limitation of Liability. XACT-TC makes no express or implied warranty, including but not limited to any warranty of quality, performance, merchantability of fitness for any purposes, or other, with respect to any Services performed hereunder. In no event shall XACT-TC be liable to Client, a principal in a transaction, or any other party for any expenses, liabilities, fees, obligations or damages, whether direct, indirect, punitive, incidental, special, consequential, or other, arising out of or in any way connected with XACT-TC’s provision of the Services hereunder, whether based on contract, tort, negligence, strict liability or otherwise, even if XACT-TC has been advised of the possibility of damages. Any Services provided hereunder are done at the Client’s own
discretion and risk and Client will be solely responsible for any damages that results therefrom. If Client is dissatisfied with any services provided by XACT-TC,Client’s sole and exclusive remedy is to discontinue using XACT-TC for its transactions.
12. Non-Solicitation. Client agrees, on behalf of itself and its agents, employees, subsidiaries, affiliates, successors or assigns, and any real estate agents working on Client’s team, if applicable, not to hire or offer employment, or to otherwise directly or indirectly contract or use the services, on a full time, part time or temporary basis, of any employee, contractor, agent or other representative of XACT-TC, for a period of two (2) years after Client discontinues engagement of XACT-TC.
13. California Law. Under this Agreement, any and all rights and duties set forth init, including matters of construction, validity and performance, shall be interpreted, enforced and governed by the laws of the State of California, applicable to written instruments entered into solely in California. In the event that any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect.
14.Consent to Use Information. By accepting these Terms, you agree that We may collect, use and disclose your identifying information obtained as a result of your engagement of XACT-TC, for the following purposes:
a.logging into your transaction and other software for the processing of Your real estate transactions; and
b. the administration of Your transactions and dealings with our organization through any software or other means that you approve.
Please visit the Privacy Policy for further details on our data protection policy, including how You may access and correct your personal information or withdraw consent to the collection, use or disclosure of your personal information.
Additionally, when You communicate with Us, send Us information, or provide Content to Us, You grant Us a non-exclusive, worldwide, perpetual, royalty-free right to exercise all copyright and publicity rights that You have in such Content, in any manner whatsoever, in any media now known or which may be created in the future, as relates to this Website, the Services, and related Social Media.
15. Intellectual Property Statement
The contents of the Services, including the Website, Content, and other materials made available via related websites, emails, Social Media, or
any other communication are protected by United States copyright, trademark and other intellectual property laws and international treaties and owned or controlled by XACT-TC, or the party credited as the provider of the Content. You agree to abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Services.
By accepting these Terms, You further acknowledge and agree that We and Our third party licensors own and shall continue to own all right, title, and interest in and to the Content and other elements of Our Services, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws.
Except for any limited, revocable license expressly granted to you herein, these Terms do not grant you any ownership or other right or interest in or to the Content and/or other elements of the Services, or any other intellectual property rights of Ours, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that We use in connection with the Services are marks owned by Us. These Terms do not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except where expressly permitted for the storage of downloadable material), create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Services (including software) in whole or in part.
All correspondence and notices should be sent to: admin@xact-tc.com.