These Terms are effective between you and us in addition to, and without prejudice to, any other agreements you may have entered with Final Offer, such as (without limitation) our Offer Registration Agreement, our Seller Agreement, and/or our Winning Offer Agreement (collectively and without limitation, the “Other Agreements”). To the greatest extent possible, these Terms of Use shall be interpreted as consistent with and supplementary to all Other Agreements. In the event of any conflict with or inconsistency between these Terms of Use and any Other Agreement(s), the Other Agreement(s) will control to the extent of such conflict and/or inconsistency.
We reserve the right to update and make changes to these Terms of Use at any time, effective immediately upon posting on the Site. By using the Site, you agree to be bound by any such changes and you should periodically visit this page to determine the then-current Terms of Use to which you are bound.
- Final Offer’s Role
Our Site provides a platform for the purchase and sale of real estate by enabling persons selling property (“Sellers”) and their agents to list real estate for sale, and by enabling prospective buyers (“Buyers”) and their agents to make offers to purchase such real estate, at all times pursuant to these Terms of Use, any Other Agreements, and applicable law (collectively, the “Services”). The Site is a platform through which Sellers can access the Services to list properties, and where Buyers can offer to purchase listed properties. The actual contract for sale is directly between the Seller and Buyer; Final Offer is not a party to the sales transaction and/or the conveyance of property, and does not represent any party within the purchase, sale, or negotiation process.
Although the Site and our Services may assist you in performing various tasks relating to a real estate transaction, THE SITE IS NOT INTENDED TO PROVIDE YOU WITH ANY FINANCIAL, REAL ESTATE, OR RELATED ADVICE OF ANY KIND. Final Offer is not the real estate broker or agent of either the Seller or the Buyer. Final Offer shall at no time be considered an employee, agent, representative, or fiduciary of the Seller, Buyer, or any other party to a transaction. Final Offer assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that you, your agent, authorized representative, or any other person, takes based on information available through or in connection with the Site.
- Permitted Use and Account Registration
- Eligibility: The Site is not intended for use by anyone under the age of 18, and no one under 18 is permitted to use the Site. By using the Site, you represent and affirm to us that you are 18 years old or older. We encourage parents and guardians to closely monitor internet use by their children.
- Registration for Account: In order to list real estate or make offers on real estate via our Site, as well as for certain other services offered on the Site, you must set up an account. By creating an account with Us, you represent, warrant, and covenant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Site; (c) your registration and your use of the Site is in compliance with these Terms of Use and all applicable laws, rules, and regulations; (d) you have informed us of any real estate or other agents who you are working with (or, if you are an agent, you have informed us of any Buyer(s) or Seller(s) you are working with); and (e) all information you provide is accurate and you will keep it accurate and up-to-date at all times.
- User Accounts; Credential Security: Each user setting up an account on the Site is responsible for keeping the account information secret and confidential. You are solely responsible for maintaining the confidentiality of your account and password, and you agree that you are solely responsible for any offers to sell or buy, transactions engaged in, communications or other uses made using your account information, including actions taken by someone you designate as your agent (e.g., your purchasing partner, your licensed real estate agent, etc.), as well as for any obligations which may result from such use. You are responsible for updating your account information. If we believe the details are not correct, current, or complete, we have the right to refuse you access to the Site, refuse to complete or cancel your transaction(s), and to terminate or suspend your account.
- Agent Relationships:
Sellers. Sellers must be working with a real estate agent who is actively licensed and in good standing in the jurisdiction where the property to be listed is located. If you are a Seller, you must (i) tell us who your agent is, (ii) enter into our Seller Agreement(s) with your agent and Final Offer as Final Offer may require; and (iii) authorize your agent to create and manage any listing(s) for property/properties in relation to which your agent represents you. Similarly, if you are an agent who is working with or begins working with a Seller at any time, you must tell us who the Seller is, and must manage the listing(s) for the Seller in relation to which you are representing the Seller. If any Seller or Seller’s Agent fails to comply with this section, YOU ARE NOT ALLOWED TO LIST PROPERTIES FOR SALE ON OUR SITE OR TO ACCEPT OFFERS, and we may refuse to permit a property to be listed, remove any listing, bar you from future use of the Site, cancel your offer(s) or transaction(s) or any attempted offers or transactions, or take any other action we deem appropriate.
Further, once Final Offer has confirmed that an agent is representing a Seller in respect of a listed property, only the Seller’s Agent is permitted to submit, change, or remove content, information, or data for posting within the applicable listing, subject at all times to these Terms of Use.
- Buyers. Buyers must work with an agent so long as any such agent is licensed in good standing in the jurisdiction where the property on which the Buyer intends to bid is located. If you are a buyer, you must (i) inform Final Offer who the agent you’re working with is, (ii) enter into our Offer Registration Agreement(s) with your agent and Final Offer as Final Offer may require; and (iii) authorize your agent to submit offers on your behalf. Similarly, if you are an agent who intends to bid on any listed property, you must tell us you are working with a Buyer and who the Buyer is. Prior to completion of the foregoing, we are under no obligation to treat any action by the agent as authorized by the Buyer and/or as taken on the Buyer’s behalf.
- Agents. Agents must create accounts in order to act on behalf of Sellers or Buyers, including (without limitation) to list properties for sale or to bid on listed properties. Final Offer may require agents to verify their license and brokerage information prior to creating any agent’s account, and agents agree to cooperate fully with Final Offer to enable such license and/or brokerage information verification.
- Sellers and Buyers Bound by Agent Action. YOU ARE RESPONSIBLE FOR ALL ACTIONS TAKEN BY YOUR AGENT, and YOU AUTHORIZE US TO TREAT ANY ACTION TAKEN BY YOUR AGENT AS AUTHORIZED BY YOU, IRRESPECTIVE OF WHETHER (i) YOU WERE AWARE OF OR ACTUALLY AUTHORIZED SUCH ACTIONS OR (ii) THE AGENCY RELATIONSHIP WAS DISCLOSED TO US.
- Other Agreements Mandatory for Posting Listings or Making Offers: Sellers and their agents must enter into a Seller Agreement with us to list a property for sale. Buyers and their agent must enter into an Offer Registration Agreement with us to make offers on a listed property. Buyers who make the winning offer on a listed property must enter into a Winning Offer Agreement with the Seller, which is automatically accepted by the Seller. You do not enter into these Other Agreements by accessing and using the Site; they must be separately executed. Unless and until you enter these Other Agreements, you are not permitted to list property for sale on our Site, make an offer on property listed on our Site, or enter, where permitted by applicable law, into a binding contract to purchase property listed on our Site, except as otherwise permitted by these Terms of Use.
- Listing Obligations: By listing a property on this Site, you represent, warrant, and covenant that you are the lawful owner of the property, or, as applicable, you are an agent acting directly on behalf of the property owner. Without prejudice to the foregoing, you agree that Final Offer may take any steps it deems appropriate to verify your ownership of the property you are listing, and you agree to cooperate fully with Final Offer in relation thereto. You agree to use the Site and our Services only for non-commercial residential real estate transactions and not for commercial real estate transactions of any kind, which include (without limitation) commercially zoned properties and properties used for a business or commercial purpose. You agree that any listing information you post is solely about your and/or your client’s owned property. Listings may only be submitted to or updated on our Services by the contracted listing agent for such listing. Final Offer may require that you provide proof you are the owner of the subject property, or – if you are an agent – that you have a right to post or advertise the listing on the Seller’s behalf (e.g., by requiring a copy of the agency contract and/or property listing agreement). If Final Offer is unable to verify that you are the property owner and/or the contracted, listing agent of the property owner, we may remove the listing at any time at our sole discretion.
- Seller Representation and Warranties: Seller represents and warrants that Seller presently has full authority to enter into this Agreement. Seller also represents and warrants that Seller shall cooperate with Final Offer to sell Property to prospective buyers; refer all inquiries concerning the sale of Property to Final Offer during the term of this Agreement; provide Final Offer with accurate information regarding the Property (including but not limited to, disclosure of material facts and/or latent defects pertaining to the Property); and comply with all applicable local, state, provincial and federal laws. With respect to all information uploaded by Seller or their Agent to the Final Offer Service in connection with the sale of the Property, Seller represents and warrants that Seller holds all rights (including, without limitation, any copyright, trademark, patent, publicity or other rights) to the information necessary for Final Offer to exercise its rights under the license granted in this Agreement. Seller further represents and warrants to Final Offer that any and all uploaded information provided in connection with the sale of the Property: (i) is complete, accurate and current; (ii) complies with civil rights and anti-discrimination laws, including, without limitation, the Fair Housing Act, Americans with Disabilities Act, Accessibility for Ontarians with Disabilities Act, Accessible Canada Act, Canadian Human Rights Act, Ontario Human Rights Code, and the Equal Credit Opportunity Act, Consumer Protection Act, 2002 (Ontario) and any provincial equivalents, in each case to the extent such laws are applicable; (iii) does not indicate any discrimination on the basis of race, color, religion, sex, handicap, familial status or national origin, or on the basis of any protected class identified at the local, state, provincial or federal level; (iv) contains no unlawful, illegal, or illicit, or obscene material; and (iv) does not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property rights).
- Seller Agent Representations & Warranties: If you are an agent providing a listing on our Site, you hereby represent, warrant, and covenant that:
- the owner of the property that is the subject of your listing has provided his/her consent and authorized you to post the listing to the Site, and doing so does not violate any term of your agreement with, or legal duties owed to, the owner of the property;
- your company or brokerage has authorized you to post the listing to the Site, and doing so does not violate any term of your agreement with, or legal duties owed to, your company or broker;
- you are licensed in good standing in the state or province where the property to be listed is located, and you have complied and will comply with all relevant laws, regulations, and policies, including those overseen or enforced by the applicable real estate licensing and regulatory authorities, the applicable Multiple Listing Service (MLS), and any applicable REALTOR® association; and
- you are only submitting information that you know to be true and accurate, and you will update or remove your listing submitted to our Site immediately if you become aware that information included therein is or becomes untrue or inaccurate.
- Buyer Representation & Warranties: Buyer represents and warrants that they will adhere to the Terms of Use and the Rules and comply with all applicable laws when using the Final Offer Service. Further, in the event that Buyer purchases the Property, Buyer represents and warrants that they will comply with all applicable laws requiring notice to tax authorities or other third parties regarding the purchase of the Property.
- Buyer Agent Representations & Warranties: If you are an agent submitting offers for properties for prospective Buyers on or via our Site, you hereby represent, warrant, and covenant that:
- the prospective Buyer has provided his/her consent and authorized you to make all offers you submit on the Site, and doing so does not violate any term of your agreement with, or legal duties owed to, the prospective Buyer;
- your company or brokerage has authorized you to work with the Buyer, and doing so does not violate any term of your agreement with, or legal duties owed to, your broker;
- you are licensed in good standing in the state or province where the property on which the Buyer is bidding is located, and you have complied and will comply with all relevant laws, regulations, and policies, including those overseen or enforced by the applicable real estate licensing and regulatory authorities, the applicable MLS, and any applicable REALTOR® association; and
- you are only submitting information that you know to be true and accurate, and you will update or remove your offer immediately if you become aware that that the offer, or any information on which it is or was based, is or becomes untrue or inaccurate.
- United States and Canada Only: Our Site provides a platform for the sale of real estate located within the United States and/or Canada, excluding Quebec. Access to the Site and services may therefore not be appropriate or available in certain countries outside of the United States and/or Canada, or in Quebec. If you access the Site or use our Services from outside of the United States and/or Canada, including by listing property that is in the United States and/or Canada, or by offering to purchase property located in the United States and/or Canada, you do so at your own risk and are responsible for complying with the laws and regulations of your territory of access.
- Conditional License for Access and Use
- As long as you comply with these Terms, you agree we grant you a limited, non-exclusive, revocable, personal, non-transferrable, non-sublicensable right to access the Site and use the Services for your exclusively personal and non-commercial use. If you are a real estate agent acting in your professional capacity, you may additionally access the Site and use the Services to take actions on behalf of your consumers or clients, whereby for each action you take on the Site, you represent and warrant that you have obtained all required authorizations and consents from your consumer or client therefor. Except as expressly permitted in herein, these Terms do not provide you with a license to, and you shall not duplicate, download, publish, modify or otherwise distribute this Site or any materials, content, or information accessible in connection with the Site for any purpose, including (without limitation) on third-party websites. The Services may not be used for commercial transactions and/or transactions in commercial real estate, which includes (without limitation) commercially zoned properties and properties used for a business or commercial purpose.
- Subject to the foregoing restrictions, and subject to all Other Agreements, you may copy information from the Site without the aid of any tools, routines, applications, or other automated processes, and only as necessary for your exclusively personal and non-commercial use (or, if you are an agent, for the limited professional uses expressly permitted herein) to view, save, print, fax, e-mail, or share such information. Illegal and/or unauthorized uses of the Site, including, but not limited to, unauthorized scraping of information from the Site, or unauthorized use of any robot, spider or other automated device on the Site, may be investigated and any action we deem appropriate taken, including without limitation civil or criminal redress.
- Except for the limited licenses expressly granted in these Terms, we reserve all of our rights, interests, and title in and to the Site and the Services.
- Final Offer Listing & Offer Rules
The Final Offer Listing & Offer Rules (the “Final Offer Rules”) govern every listing of property, and every offer to purchase property, made on our Site and/or used in in relation to the Services. By listing a property on our Site, or by making an offer on any property, you agree to comply with the Rules, and your listing and/or offer must at all times comply with the Rules. If you violate the Rules, we may terminate your account or your use of the Site, remove your listings, bar you from future use of the Site, cancel your offers or transaction(s) or any attempted offers or transactions, collect fees or charges permitted under the Final Offer Rules, take appropriate legal action against you, and/or take any other action we believe to be appropriate, with or without prior notice to you.
- Privacy
For information on how we collect and use personal information, see the Final Offer Privacy Policy https://www.finaloffer.com/privacy-policy. By using our Site and/or our Services, you accept and agree to the Privacy Policy.
- Fees
We may charge fees for the use of our Services. Fees are specified on finaloffer.com and/or in our Seller Agreement and/or Offer Registration Agreement, as applicable. By using our Site, in addition to and without prejudice to your obligations under any Other Agreement(s) with us, you agree to pay any fees specified in the Seller Agreement and/or Offer Registration Agreement.
- Ownership of Site and Content
- Ownership of Site and Content: Logos, trademarks, and service marks found on this Site are trademarks of Final Offer and/or its licensors or business partners, and may not be used at any time under any circumstances save with the prior written permission of the owner. The software, code, images, information, data, and all other content that is on this Site or otherwise viewable, accessible, or discoverable via the Site and/or the Services is the property of Final Offer and/or its licensors or business partners, and is protected by copyright and/or other intellectual property or proprietary rights. Except as expressly stated in the limited rights provided under these Terms, Final Offer does not grant any express or implied right or license to you under any of its trademarks, copyrights or other intellectual property or proprietary rights.
- Ownership of Submissions: We do not intend to accept ideas, concepts or techniques for new services or products through the Site. Notwithstanding the foregoing, you acknowledge that any communication or material you transmit to the Site, such as questions, comments, ideas, feedback, materials, suggestions or the like (collectively “Submissions”), will be treated as non-confidential and nonproprietary and may be used by Final Offer for any purpose, without notice to you, and without any further consent by you. We will be under no obligation whatsoever to use, respond to, or pay any compensation with respect to any Submission. The act of providing any Submission constitutes an assignment to Final Offer of all worldwide right, title and interest, including copyright and other intellectual property rights, in the Submission. By providing a Submission, you represent and warrant that you own or otherwise control all of the rights to that Submission including, without limitation, all the rights necessary for you to provide that Submission and for Final Offer to use, copy, reproduce, modify, create derivative works from, transfer, distribute, perform, publish, license or sell that Submission.
- Prohibited Uses
When using the Site, you agree that you will at all times comply with applicable law and regulatory requirements, and provide accurate, complete, and truthful information. By accessing our Site and/or using our Services, you agree that you will not do any of the following, and you agree it is a condition precedent to our authorizing your access to and use of the Site, in accordance with these Terms, that you do none of the following:
- Provide false, misleading, or incomplete information and/or User-Provided Content, whether in connection with registration, listing of properties, submission of offers, or any other access or use of the Site or Services; use the account, user ID, password, or personal information of another user; disclose your or another user’s account information to others; or misrepresent your identity or your affiliation with any person or entity.
- Any activity relating to sales of properties, offers or bids for properties, relations between Buyers and Sellers, or otherwise to listings on the Site and/or to properties that Final Offer deems deceptive, unfair, harmful, improper, or otherwise inappropriate, including (without limitation) placing bids or taking any other action to inflate the sale price (such as for the benefit of the Seller).
- (i) Copy, reproduce, modify, distribute, disclose, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Site and/or the Services, except as explicitly permitted by these Terms, or (ii) use the word “FINAL OFFER” or our logos, trademarks, or other intellectual property, and/or the logos, trademarks, or other intellectual property of any third party, without prior written consent of Final Offer or the third-party owner of the trademark or logo, as applicable, or (iii) otherwise infringe, violate, or misappropriate the intellectual property or other rights of Final Offer or any third parties.
- Use the Site or the Services in any way to discriminate against any individual or class of individuals protected under local, state, provincial or federal laws, or in any way which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal or discriminatory activities or outcomes and/or violations of civil-rights or anti-discrimination laws. You may not provide any User-Provided Content that expresses a discriminatory preference, even implicitly or suggestively, for instance (and without limitation) on the basis of race, color, religion, sex, sexual orientation, gender identity or expression, handicap, familial status, national origin, or other legally protected group or class.
- Use any robot, spider, scraper, site search/retrieval application or automatic device, software, tool, routine, application or system on or to access our Site for any purpose without our express written permission, including (without limitation) (i) to retrieve, index, scrape, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its content, or (ii) to create listings or submit offers in an automated manner, and/or in any manner other than by manual human input.
- Post, provide, or transmit any infringing, libelous, defamatory, obscene, inflammatory, disrespectful, attacking, triggering, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
- Post, provide, or transmit any “junk mail,” “chain letters,” or unsolicited and/or mass mailing or “spamming” in connection with use of the Site.
- Post, provide, or transmit any information that identifies any individual person (whether such person is a property owner or otherwise), or any information that could be used to identify any individual person, unless you have that person’s express permission; or disclose any information that you do not have the consent to disclose (such as confidential information of others and your employer or company).
- Modify the content, programs, code, information, or other materials on or accessible through the Site or hack into or access Final Offers systems, servers, or the Site; override any security feature or bypass or circumvent any access controls or use limits of the Site; or “frame” or “mirror” or deep link to any part of the Site without prior express approval from Final Offer.
- Impersonate another person, user or any Final Offer staff, employee, or representative or imply that any statements you make, any content you provide or your services are endorsed or approved by Final Offer.
- Take actions to interrupt, damage, disable, overburden, interfere with or obstruct, or limit the functionality of, the Site, or any software, hardware or equipment; or submit or upload anything that contains software viruses, worms other harmful code, or any other contaminating or destructive devices or features.
- Do anything else that Final Offer determines, in its sole reasonable discretion, misuses or otherwise negatively impacts our Site.
Agents, brokers, and other real estate professionals are welcome on the Site, but not to market or promote their services or solicit business on or via our Site, unless expressly authorized by Final Offer. You can include information about your brokerage business in your account profile, and agent information will be included in listings; however, do not embed any marketing information in listing photos or videos.
- Termination/Access Restriction
- We may suspend or terminate, at our sole and absolute discretion, any user account or access to the Site, including by removing your listings, barring you from future use of the Site, and/or canceling your offers or transaction(s) or any attempted offers or transactions, if we believe you or any user concerning your account has abused restrictions for the Site, acted inconsistently with these Terms, any Other Agreement, or the law, or acted in a manner harmful to this Site, any user, the general public, or to Final Offer. Final Offer is the sole arbiter in cases of suspected abuse, fraud, or violation of these Terms, and any decision it makes relating to termination or disabling of an account will be final and binding. We also reserve the right to modify, terminate or withdraw the Site or any features or content on the Site or our Services at any time without notice. Upon termination for any reason, you must cease all access to the Site, and we reserve the right to cancel any listings, offers to sell, offers to buy, or other transactions, the consequences of such cancellation to be solely borne by you. We may investigate any suspected violation of these Terms or unauthorized use of the Site. We may take any legal action that we feel is appropriate.
- To the fullest extent permitted by applicable law, you agree that Final Offer will not be liable to you or any third party for any modification, suspension, or discontinuation of the Site or these Terms, or any part thereof. All provisions of these Terms as to limitation and disclaimer of warranties, limitation of liability, Final Offer’s ownership rights and your representations and indemnities shall survive termination.
- The Termination of any Other Agreement between you and us does not terminate these Terms.
- Accuracy of Listing Information
Information contained in listings are provided by property owners and/or their agents, or from unaffiliated third-party sources. We may make efforts to confirm the accuracy of information relating to properties listed on our Site; however, we do not guarantee that the content or other information contained in or in relation to a listing is or will remain accurate, including (without limitation) descriptions of a home and/or property, photos or videos of a home and/or property, information about costs of ownership, and any other information contained in a listing and/or provided by a Seller or agent or relating thereto. We are not obligated to monitor or evaluate the quality or reliability of content or information relating to the real estate listings provided by users. Your decision to offer to purchase and/or purchase real estate and engage in a transaction with another user via our Site must be based on your own independent and informed evaluation.
You acknowledge and agree that if any information about a listed property is important to you, it is your duty to independently seek out, verify, and/or confirm any such information, including (without limitation) its accuracy, completeness, and reliability. By submitting an offer via our Site, you represent and warrant to us that you have independently verified all information relating to the property that is the subject of your offer that is material to your decision to offer to purchase, and to purchase, such property.
- User-Provided Content
- Certain portions of the Site and/or our Services may enable you to upload, submit, post, or otherwise provide listings, images, photos, videos, data, comments, text, information, and/or other content (“User-Provided Content”). All User-Provided content must be submitted in accordance with these Terms, including (a) the Final Offer Listing & Offer Rules (see Section 4), and (b) the Prohibited Uses (see Section 8). By uploading, submitting, posting, or otherwise providing or posting User-Provided Content, you grant to Final Offer, its affiliate entities, and those acting at their direction, a perpetual, irrevocable, royalty-free, sublicensable, transferrable, paid-up, worldwide license and right to use, copy, modify, reproduce, publicly perform, publicly display, transmit, distribute and create derivative works of or based on and/or incorporate into other works your User-Provided Content for any commercial and non-commercial purposes in any media, now known or hereafter created, as we may determine, in our sole discretion, without the need for any acknowledgment or compensation to you or anyone else. You further acknowledge that we may make User-Provided Content available for access and viewing by other users of the Site. You agree we are not obligated to post, display or otherwise use any User-Provided Content, or to attribute User-Provided Content to you. You agree you will not make or authorize any claim against us relating to User-Provided Content, including any claim that our use of User-Provided Content infringes any of your or any other person’s rights, and you waive any right to make or authorize any such claim.
- You are responsible for all your User-Provided Content. By uploading, submitting, posting, or otherwise providing User-Provided Content to our Site and/or Services, you represent and warrant that (i) you own all right, title, and interest in the User-Provided Content, or have all necessary rights, consents, and permissions to authorize Final Offer and other users to access and use your User-Provided Content to the full extent permitted by the licenses granted by you under these Terms; (ii) your User-Provided Content does not infringe, violate, and/or misappropriate the copyright, trademark, trade secret or other personal or privacy rights of any person or entity, and (iii) you have the written permission of every identifiable person in your User-Provided Content to use that person’s name, image, and likeness in the manner contemplated by the Site and Services and these Terms (or, if the person is a minor, the written permission of the minor’s parent or legal guardian). You may not share photos and posts that you do not have a right to share in their entirety. Please note that we reserve the right to remove content or information if we believe it violates these Terms.
- If you save User-Provided Content as part of your account, we have the right to store your User-Provided Content for access by you at a later date. However, we may delete User-Provided Content at any time we deem appropriate, and User-Provided Content may also become inaccessible for other reasons or for no reason. Thus, you cannot and should not rely on the Site for storage or archiving of User-Provided Content, and you agree we have no liability or responsibility to you relating to any deletion of and/or unavailability of User-Provided Content. As a result, we suggest that you create backup copies of User-Provided Content.
- We are under no obligation to edit or control your User-Provided Content or the User-Provided Content of any other user, and will not be in any way responsible or liable for any User-Provided Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any content on the Site, including User-Provided Content, that in our sole judgment violates these Terms, any Other Agreement, the law, or which we find otherwise objectionable or inappropriate, including (without limitation) any violation of the Rules. You understand that when using the Site, you may be exposed to User-Provided Content of other users and acknowledge that User-Provided Content may be inaccurate, offensive, indecent, or objectionable. PROPERTY LISTINGS ON OUR SITE INCLUDE USER-PROVIDED CONTENT AND YOU MUST INDEPENDENTLY VERIFY THE ACCURACY OF ALL INFORMATION CONTAINED IN PROPERTY LISTING PRIOR TO RELYING ON IT. To the fullest extent permitted by applicable law, you agree to waive, and do waive, any legal or equitable right or remedy you may have against us with respect to User-Provided Content. To the fullest extent permitted by applicable law, we expressly disclaim any and all liability in connection with User-Provided Content. If notified by a user or content owner that User-Provided Content allegedly does not conform with these Terms, we may investigate the allegation and determine in our sole discretion whether to remove that User-Provided Content, which we reserve the right to do at any time and without notice.
- Claims of Copyright Infringement on the Site
Under the Digital Millennium Copyright Act of 1998 (the “DMCA”), if you are a copyright owner or an agent thereof and you believe that any content or link on the Site infringes upon your copyrights, you may submit a notice pursuant to the DMCA by providing our Copyright Agent the following information in writing:
- Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);
- Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);
- Your contact information so that we can contact you (for example, your address, telephone number, email address);
- A statement that you have a good faith belief that the use of the material identified above is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed; and
- Your physical or electronic signature.
Final Offer’s designated DMCA copyright agent to receive notices of infringing material is:
Copyright Agent
Final Offer, LLC
18 Shipyard Drive, Suite 3A, Hingham, MA 02043
copyrightagent@finaloffer.com
Only DMCA notices should go to our DMCA Copyright Agent. You acknowledge that if you fail to comply with all of the requirements listed, your DMCA notice may not be valid. Our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we remove or disable access to material in response to such a notice, we will make a good-faith attempt to contact the uploader of the affected material so that they may make a counter-notification, also in accordance with the DMCA. We may also document notices of alleged infringement on which we act. Your complaint will also be filed and retained in accordance with the document retention policy of Final Offer.
Please be advised that you may be liable for damages if you materially misrepresent that a post, product or activity is infringing your copyrights. Final Offer will, in appropriate circumstances, terminate the account or access rights of a user who is a repeat infringer.
- Links to Third Party Websites
The Site may contain links to services offered by, and/or to sites owned or operated by, parties other than Final Offer (“Linked Sites”). Final Offer makes no representations whatsoever about any other website which you may access through the Site. When you leave the Site, please understand that Final Offer has no control over the content or the privacy practices of that Linked Site. In addition, a link to a non-Final Offer website does not imply and does not constitute sponsorship, endorsement, approval or responsibility for the content, or the use of such Linked Site.
- Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES AND ALL CONTENT IS SUBJECT TO CHANGE AND IS PROVIDED TO YOU ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, OR NON-INFRINGEMENT, AND FINAL OFFER, ITS AFFILIATES, BUSINESS PARTNERS, THIRD–PARTY CONTENT PROVIDERS, LICENSORS AND THE LIKE, AND ALL SUBSIDIARIES, DESIGNEES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS OF THE FOREGOING (COLLECTIVELY, “RELEASED PARTIES”) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIM ALL SUCH WARRANTIES, REPRESENTATIONS AND GUARANTEES. WITHOUT LIMITING THE FOREGOING, WE NEITHER WARRANT, NOR REPRESENT NOR GUARANTEE THAT (I) YOUR USE OF SITE AND/OR SERVICES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES; (II) INFORMATION CONTAINED ON THE SITE AND/OR SERVICES OR ANY LINKED SITES (INCLUDING, WITHOUT LIMITATION, INFORMATION CONTAINED IN ANY LISTING), OR PROVIDED IN CONNECTION WITH THE SITE AND/OR SERVICES, WILL BE ACCURATE, RELIABLE, COMPLETE OR UP-TO-DATE; (III) INFORMATION OR OTHER CONTENT PROVIDED ON OR IN CONNECTION WITH THE SITE AND/OR SERVICES IS APPLICABLE TO, OR APPROPRIATE FOR USE IN, LOCATIONS OUTSIDE OF THE UNITED STATES AND CANADA; (IV) YOUR ACCESS TO THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; OR (V) SELLER OR BUYERS WHO USE OUR SITE OR SERVICES WILL ACTUALLY COMPLETE ANY TRANSACTION FOR SALE RELATING TO ANY PROPERTY LISTED ON OUR SITE; (VI) YOU WILL BE SATISFIED WITH ANY REAL ESTATE YOU PURCHASE IN RELATION TO YOUR USE OF OUR SITE AND/OR SERVICES, OR ANY OFFER TO PURCHASE YOU RECEIVE IN CONNECTION WITH YOUR USE OF OUR SITE AND/OR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND ASSUME NO RESPONSIBILITY OR LIABILITY ARISING FROM ANY MATERIAL OR INFORMATION THAT MAY BE PROVIDED BY ANY THIRD PARTY OR FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY USERS, SELLERS, BUYERS, AGENTS, BUSINESS PARTNERS, ADVERTISERS AND/OR SPONSORS ON THE SITE. FINAL OFFER IS NOT RESPONSIBLE FOR THE STATEMENTS MADE BY ACTIONS OR FAILURE TO ACT OF USER, SELLER, BUYER, AGENT, BUSINESS PARTNER, OR OTHER THIRD PARTY IN CONNECTION WITH OR REFERENCED ON THE SITE AND/OR SERVICES.
- Limitation on Liability
YOUR USE OF THE SITE AND THE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FINAL OFFER BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM USE OF THE FINAL OFFER SERVICE BY SELLER, OR THEIR AGENT, WHERE APPLICABLE, WHETHER BASED ON: (A) BREACH OF CONTRACT; (B) BREACH OF WARRANTY; (C) NEGLIGENCE; OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF FINAL OFFER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FINAL OFFER ASSUMES NO LIABILITY OR RESPONSIBILITY WHATSOEVER, INCLUDING (WITHOUT LIMITATION) FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE FINAL OFFER SERVICE BY SELLER, OR THEIR AGENT, WHERE APPLICABLE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF FINAL OFFER’S IT SYSTEMS, SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE FINAL OFFER SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE FINAL OFFER SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE FINAL OFFER SERVICE; OR (VII) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
- Indemnity
You agree to indemnify, defend, and hold harmless Final Offer, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands due to, arising out of, or related to: (a) access to or use of the Final Offer Service by you and/or your agent; (b) you and/or your agent’s breach of the Terms of Use (including the Final Offer Rules) and/or any Other Agreements; (c) you and/or your agent’s violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party, including your agent; (e) any information uploaded by you and/or your agent to the Final Offer Service; (f) you and/or your agent’s willful misconduct; and (g) any other party’s access to or use of the Final Offer Service using you and/or your agent’s User account and/or credentials. You and your agent also agree to indemnify, defend, and hold harmless Final Offer, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands from and any third party arising out of Final Offer’s obligation’s holding or disbursing of funds in escrow, including but not limited to: (a) disputes arising or concerning amounts of money to be paid; (b) funds available for such payments; (c) persons to whom payments should be made; or (iv) any delay in the electronic wire transfer of funds.
- Dispute Resolution and Arbitration; Class Action Waiver; Jury Trial Waiver
- Binding Arbitration: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH AGREE THAT ANY AND ALL CLAIMS OR DISPUTES (whether in contract, tort, or otherwise) YOU MAY HAVE WITH, AGAINST, OR CONCERNING FINAL OFFER WILL BE RESOLVED BY BINDING ARBITRATION, except as set forth below. This includes any claims against other parties (such as our officers, directors, employees, agents, or third-party vendors) whenever you also assert claims against us in the same proceeding; it also includes questions about whether the claim or dispute can be arbitrated, whether this arbitration agreement is valid and enforceable, and the scope of this arbitration agreement. You and we each also agree that this agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law, not state law, apply and govern the enforceability of this dispute resolution provision (despite the general choice of law provision set forth below). THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THIS AGREEMENT AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).
For any and all disputes or claims you have, you must first give us an opportunity to resolve your claim by sending a written description of your claim to Final Offer, LLC, 18 Shipyard Drive, Suite 3A, Hingham, MA 02043. You and we each agree to negotiate your claim in good faith. You agree that you may not commence any arbitration or court proceeding, and any claim you bring against us in arbitration or in court shall be dismissed, unless you first give us notice of your claim as required in this section, we are unable to resolve the claim within 60 days after we receive your claim description, and you have made a good faith effort to resolve your claim directly with us during that time.
If we are unable to resolve your claim within 60 days despite those good faith efforts, then either you or we may start arbitration proceedings. To begin arbitration, you must send a letter requesting arbitration and describing your claim to our registered agent (see the “How to Contact Us” section below) and to Judicial Mediation and Arbitration Services (“JAMS”). The arbitration of all disputes will be administered and conducted by JAMS under its rules as applicable at the time the arbitration is commenced. For claims less than $75,000, the JAMS Streamlined Arbitration Rules will apply; for claims over $75,000, the JAMS Comprehensive Arbitration Rules will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. The arbitration of all disputes will be conducted by a single arbitrator and will take place in the county of the last address we have on file for you, unless we agree the arbitration will be conducted at a different location. For claims that total less than $10,000, you may instead choose to have the arbitration conducted solely on the basis of documents submitted to the arbitrator or through a telephonic hearing. Costs and fees of the arbitration will be allocated as set forth in the JAMS rules applicable to the arbitration proceeding. This agreement to arbitrate does not preclude you or us from bringing claims in a small claims court of competent jurisdiction if the JAMS rules applicable to dispute between you and us so permit. For the avoidance of doubt, you and we both agree that the arbitrator(s) are authorized to award relief only on behalf of the individual parties to any arbitration and only to the extent of each party’s individual claims asserted in the arbitration.
The above agreement to arbitrate is subject to the following exceptions:
- We may file an action seeking injunctive or other equitable relief in any court of competent jurisdiction;
- In the event that the arbitration agreement in these Terms is held to be unenforceable, any claim against us (except for small-claims court actions) must be brought exclusively in a federal or state court located in the Commonwealth of Massachusetts, and you consent to the jurisdiction of those courts for such purposes; any such action remains fully subject to the Class Action Waiver and Jury Trial Waiver set forth herein.
- Class Action Waiver: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, MASS, OR CONSOLIDATED ACTION. If we believe that any claim you have filed in arbitration or in court is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver. If a court or arbitrator determines in an action between you and us that any part of this Class Action Waiver is unenforceable with respect to any claim, the arbitration agreement and Class Action Waiver will not apply to that claim, but they will still apply to any and all other claims that you or we may assert in that or any other action.
- Jury Trial Waiver: To the fullest extent permitted by applicable law, if a claim proceeds in court rather than through arbitration, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
- Miscellaneous
- No Waiver: If We delay or fail to enforce any of these Terms, it shall not mean that We have waived our right to do so.
- Assignment: We shall be entitled to assign any of our rights and obligations under these Terms; any attempted assignment by you is void without our prior written consent.
- Severability: If it is found by a court that any of these Terms for any reason cannot be enforced, this shall not prevent the other provisions from continuing to apply.
- Third Parties: Any person that is not a party to these Terms shall have no rights to enforce any term of these Terms and Conditions. Only we and you have rights and obligations under these Terms.
- Force Majeure: For the purposes of these Terms, "Force Majeure" means any cause beyond our control including, without limitation, act of God, war, insurrection, riot, civil disturbances, acts of terrorism, fire, explosion, flood, theft of essential equipment, malicious damage, strike, lock out, weather, pandemics, epidemics, third party injunction, national defense requirements, actions taken by the police, acts or regulations of national or local governments. We will not be liable to you for failure to perform any obligation under these Terms, including the Purchase Policy, to the extent that the failure is caused by Force Majeure.
- No Partnership or Agency: Nothing in these Terms and no action taken by you or us under these Terms creates, or will be deemed to create, a partnership, joint venture or establish a relationship of principal and agent or any other relationship between you and us beyond any contractual relationship established under these Terms.
- Governing Law: These Terms, and any dispute arising therefrom or relating thereto, will be governed and construed in accordance with the laws of the state of Delaware.
- Entire Agreement: These Terms and Conditions constitute the entire agreement between you and us in connection to its subject matter and supersede any previous terms and conditions, agreement or arrangement between you and us. Each of us agree that we have not entered into these Terms and Conditions in reliance on, and shall have no remedy in respect of, any statement, representation, covenant, warranty, undertaking or indemnity (whether negligently or innocently made) by any person (whether party to these Terms of Conditions or not) other than as expressly set out in these Terms and Conditions. Nothing in this clause shall operate to limit or exclude any liability for fraud.
- How to Contact Us
For questions or concerns regarding these Terms of Use (including the Final Offer Rules), please contact us as follows:
concierge@finaloffer.com or Final Offer, LLC, 18 Shipyard Drive, Suite 3A, Hingham, MA 02043.
Effective Date: February 5, 2024