Upgrade Terms of Use

The nitty gritty

Upgraded Profile Agreement

Last updated March 18, 2015

CAREFULLY READ THE FOLLOWING PROFILE UPGRADE AGREEMENT. IF YOU AGREE WITH THIS AGREEMENT, INDICATE YOUR ACCEPTANCE BELOW. YOUR ACCEPTANCE OF THIS AGREEMENT AND CONDITIONS CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND MOUNTAIN OF AGENTS, LLC.

Introduction

Mountain of Agents, LLC (referred to as Mountain of Agents™, "us", "we" and "our") provides an online and mobile service that offers consumers a place to find information on real estate agents in their geographic area and to rate those agents for other consumers on www.mountainofagents.com, on our application for mobile devices and through third-party applications. Mountain of Agents also provides real estate agents with the opportunity to market to consumers through www.mountainofagents.com and through third-party applications. Real estate agents may upgrade their profile ("Upgraded Profile"), subject to the terms and conditions of this Upgrade Profile Agreement (this "Agreement").

By requesting an Upgraded Profile, you agree to be bound by this Agreement. Your Upgraded Profile is also governed by, and you agree to be bound by, our Mountain of Agents' Privacy Policy (our "Privacy Policy") and Mountain of Agents' Terms of Use (our "Terms of Use"). If you do not wish to be bound by this Agreement, our Privacy policy or our Terms of Use, please do not request an Upgraded Profile.

Upgraded Profile

An Upgraded Profile guarantees that you will be listed as the first (1st) real estate agent in the search results of the zip code you have reserved. Profiles can be upgraded for a one (1) month period, three (3) month period, or twelve (12) month period (each period is referred to as a "Upgrade Period"). There is no guarantee that an Upgraded Profile will have any particular result for you or your business. YOU UNDERSTAND AND AGREE THAT THE SERVICES DO NOT INCLUDE ANY PROMOTIONAL OR ADVERTISING SERVICES PROVIDED BY MOUNTAIN OF AGENTS AND THAT YOU ARE ENTIRELY RESPONSIBLE FOR PROMOTING OR ADVERTISING YOUR PROFILE AND/OR SERVICES. MOUNTAIN OF AGENTS MAKES NO PROMISES AND IS NOT RESPONSIBLE FOR ANY PARTICULAR OUTCOME RELATING TO YOUR USE OF THE SITE OR THE SERVICES.

Real Estate Agent License

Only a licensed real estate agents may request an Upgraded Profile. By requesting and maintaining an Upgraded Profile, you represent and warrant that you are licensed as a real estate agent and Mountain of Agents is entitled to rely on this representation. Reservation or attempt to request an Upgraded Profile by a non-licensed real estate agent shall be null and void and we may terminate any such Upgraded Profile immediately without notice or refund to you. You must immediately notify us in writing if you are not licensed or if your license has been suspended or revoked.

Renewal and Cancellation

Your Upgraded Profile will be automatically renewed at the beginning of each Upgrade Period. To cancel your Upgraded Profile, click on "Cancel" from your account dashboard. If you cancel your Upgraded Profile during an Upgrade Period, you will not be granted any refund for that Upgrade Period, prorated or otherwise, but you will not be charged for future Upgrade Periods. Your profile will remain upgraded until the end of the current Upgrade Period.

Price and Billing

The current fees for one (1) Upgraded Profile is Seven Dollars ($7.00) for a one (1) month Upgrade Period, Seventeen Dollars ($17.00) for a three (3) month Upgrade Period, and Fifty Seven Dollars ($57.00) for a one (1) year Upgrade Period, not including six percent (6.0%) tax. Mountain of Agents reserves the right to increase the fee for subsequent Upgrade Periods. In the event that any federal, state or local taxes are imposed based on your Upgraded Profile, you will be responsible for such tax. To reserve a zip code, you must provide a credit card or debit card, which will be charged Seven Dollars ($7.00), Seventeen Dollars ($17.00), or Fifty Seven Dollars ($57.00) upon upgrading and at the beginning of each Upgrade Period.

Privacy and Terms of Use

Our Privacy Policy and Terms are incorporated by reference into this Agreement and may be accessed by the following link: https://www.mountainofagents.com/privacy and https//www.mountainofagents.com/terms. Please review our Privacy Policy and Terms of Use to understand Mountain of Agents' practices since your Upgraded Profile is subject to our Privacy Policy and Terms of Use.

Termination

You agree that Mountain of Agents may in its sole discretion and at any time terminate your Upgraded Profile, with or without notice. Mountain of Agents reserves the right to refuse any Upgraded Profile that does not conform to the Terms of Use or this Agreement. This Agreement is voidable by Mountain of Agents immediately if you provide any misleading or untruthful information or breach this Agreement or the Terms of Use, in which event, you will not receive a refund of any amounts paid to Mountain of Agents under this Agreement. Mountain of Agents reserves the right, in its sole discretion, to modify or discontinue the services related to your Upgraded Profile or any portion such services, with or without notice, and without liability to you.

Disclaimer of Warranties

Upgraded ProfileS ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND. MOUNTAIN OF AGENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH REGARD TO YOUR UPGRADED PROFILE. YOU WAIVE ALL WARRANTIES OF ANY KIND RELATING TO YOUR UPGRADED PROFILE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT.

Indemnification

You agree to indemnify and hold harmless Mountain of Agents, its third-party vendors, affiliates, members, managers, officers, employees and agents from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable attorneys' and professionals' fees and court costs (including costs of defense of claims, suits or proceedings brought by third parties), arising out of or in any way related to: (i) your Upgraded Profile; or (ii) your breach of any of this Agreement, including, without limitation, your failure to comply with all applicable federal, state and local laws, rules and regulations. You agree that under no circumstances will Mountain of Agents indemnify you.

Limitation of Liability

IN NO EVENT WILL MOUNTAIN OF AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR UPGRADED PROFILE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MOUNTAIN OF AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY UPGRADING OF A PROFILE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR UPGRADED PROFILE OR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR UPGRADED PROFILE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF YOUR UPGRADED PROFILE, OR WITH ANY OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CANCEL YOUR UPGRADED PROFILE. SHOULD MOUNTAIN OF AGENTS BE FOUND LIABLE UNDER THIS AGREEMENT FOR ANY REASON, IN NO EVENT SHALL MOUNTAIN OF AGENTS' LIABILITY TO YOU FOR ACTUAL DIRECT DAMAGES ARISING OUT OF THIS AGREEMENT OR YOUR UPGRADED PROFILE EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID BY YOU TO MOUNTAIN OF AGENTS UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, WHICH SHALL BE YOUR SOLE REMEDY UNDER THIS AGREEMENT.

Waiver of Damages

YOU WAIVE ANY AND ALL CLAIMS, DEMANDS, LIABILITY AND DAMAGES (DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, YOU MAY HAVE AGAINST MOUNTAIN OF AGENTS ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR UPGRADED PROFILE.

Standard Terms

Governing Law

This Agreement will be construed pursuant to, and in all respects governed in accordance with, the laws of the Commonwealth of Pennsylvania without regard to the law of conflict of laws and without regard to any rule of construction or interpretation relating to which party prepared this Agreement.

Exclusive Jurisdiction

You consent to the exclusive jurisdiction and venue of the Court of Common Pleas of Bucks County, Pennsylvania and the federal courts located in the Eastern District of Pennsylvania for the resolution of all disputes between you and Mountain of Agents. YOU WAIVE ANY OBJECTION THAT IT MAY HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING AND ANY CLAIM OR DEFENSE OF INCONVENIENT FORUM. You agree that this Agreement will be deemed solely based in Pennsylvania and your Upgraded Profile will be deemed passive such that your Upgraded Profile do not give rise to personal jurisdiction over Mountain of Agents, either specific or general, in jurisdictions other than Pennsylvania. Upgrading your profile is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including this paragraph. YOU AGREE TO WAIVE YOUR RIGHTS TO TRIAL BY JURY. You agree to accept service of process by regular U.S. mail, postage prepaid.

Injunctive Relief

Notwithstanding anything to the contrary in this Agreement, Mountain of Agents may seek injunctive or other appropriate relief, without the need to post a bond, in any state or federal court in the Commonwealth of Pennsylvania to the extent you infringe or otherwise violate Mountain of Agent's or a third party's intellectual property rights.

No Relationship

You agree that no joint venture, partnership, employment or agency relationship exists between you and Mountain of Agents as a result of this Agreement or your Upgraded Profile.

Entire Agreement

This Agreement, together with any amendments and any additional agreements you may enter with Mountain of Agents in connection with your Upgraded Profile, will constitute the entire agreement between you and Mountain of Agents concerning your Upgraded Profile.

Severability

In the event one or more of the provisions of this Agreement is, for any reason, held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision may be modified or amended by the court to the extent necessary to remove the invalidity, illegality or unenforceability. Should the amendment or modification of such provision be impossible, this Agreement will be construed as if it never contained the invalid, illegal or unenforceable provision and such provision will not affect any other provision of this Agreement.

Notices

All notices related to this Agreement must be sent via email to support (at) mountainofagents.com with a copy sent to the following address via overnight courier or other traceable manner of shipment:

Mountain of Agents, LLC
PO Box 3175
Warminster, PA 18974

Waiver

No delay or omission in exercising any right under this Agreement will be deemed to constitute a waiver of such right. Waivers, to be effective, must be in writing and signed by the party against whom they are sought to be enforced. The waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

Assignment

You will not transfer any of your rights or obligations under this Agreement to anyone else without our consent. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition or sale of assets, by operation of law or otherwise.

Compliance with Laws

Nothing in this Agreement will prevent us from complying with the law. You agree to comply with all applicable federal, state and local laws, rules and regulations. By reserving an Upgraded Profile or attempting to reserve an Upgraded Profile, you agree that you are aware of all of the laws, rules and regulations governing, regulating or otherwise affecting real estate agents and you agree to comply with such laws, rules and regulations.

No Third-Party Beneficiaries

This Agreement does not confer any third-party beneficiary rights.

Attorneys' Fees

You will pay Mountain of Agents' costs and attorneys' fees in the event of a dispute between you and Mountain of Agents regarding the interpretation or enforcement of this Agreement that results in an arbitration or litigation, in which we prevail.

Contact Information

Please direct all inquiries regarding an Upgraded Profile to support (at) mountainofagents.com.