The Following Describes the Terms on which We Offer You Access to Our Services.
Welcome to the Freedom Realty Exchange®, also known as www.fre.com ("Website"). This User Agreement ("Agreement") describes the terms and conditions applicable to your use of our services available on the Website. This Agreement is effective between you and LFC Internet Marketing, Inc., a California corporation ("LFC") doing business as Freedom Realty Exchange, and is a condition of use each and every time you use the Website as a visitor or registered user ("User"), and upon your acceptance when registering as a User on the Website.
We may amend this Agreement at any time by posting the updated User Agreement on the Website. Except as stated below, all amended terms shall automatically be effective when they are posted on the Website. This Agreement may not be otherwise amended except in writing signed by you and a designated officer of LFC.
1. A Venue
Freedom Realty Exchange is not an auctioneer; it's a venue. Although we are commonly referred to as an online auction website, it is important to realize that we are not a traditional auctioneer. Instead, the Website acts as a venue to allow anyone to offer, sell and buy real property and notes in an auction-style format commonly referred to as an auction ("Auction"). The role of Freedom Realty Exchange is limited to publishing and advertising information provided by sellers and their agents ("Sellers") and providing a venue for communication about the Auction. Freedom Realty Exchange offers advertising and Auction information only. This Agreement is meant to clarify Freedom Realty Exchange's limited role as a publisher of advertising and venue provider, and outline certain limitations regarding LFC's obligations and liabilities. Your use of the Website confirms your understanding and acceptance of this User Agreement.
2. Auction Advertisements
Freedom Realty Exchange's auction-style advertisements of Auctions do not involve legally binding offers to sell. They are simply a way for Sellers to advertise their assets to potential buyers. Freedom Realty Exchange does not act in the capacity of a real estate professional and, as a result, has no control over the truth or accuracy of the information conveyed or the quality, value or title to the Auction advertised.
3. Real Estate License Disclosure
Freedom Realty Exchange does not purport to broker transactions. Freedom Realty Exchange is not responsible for and does not engage in listing, brokering, selling, purchasing, exchanging or leasing of real estate posted on the Website; nor does it provide a "multiple listing service" as that term is traditionally used for real estate. Freedom Realty Exchange does not counsel Sellers or buyers, show real estate, negotiate sales contracts, or hold a position of trust and confidence. Accordingly, no brokerage agency or fiduciary relationship is intended to be or shall be deemed to have been created between Freedom Realty Exchange and any Seller or buyer or you regarding the use of the Website. Further, we have no opinion regarding the ability of a Seller to sell specific real estate nor can we ensure that a buyer or Seller will actually complete a transaction.
4. The Auction Process
4.1 Online Bidding. Online bidding on the Website and all activity that may require a real estate or other license such as a real estate listing agreement, research, and placement of information on the Website, negotiation of a sale with a buyer and/or a Seller and other real estate-related sale activities are conducted by companies and individuals who have represented themselves as licensed real estate professionals.
4.3 Sellers. Sellers of real estate on the Website must be represented by a real estate professional ("Broker"). Sellers and their Brokers determine the Terms and Conditions regarding Property sales on the Website. The listing agreement and the related auction addendum define the Terms and Conditions under which a Property is offered. Freedom Realty Exchange is a venue to assist the Seller and the Seller's Broker in marketing their Property, but provides no services that require a real estate license in any jurisdiction.
4.4 Brokers. In order to post an Auction on the Website, a Broker must have a valid listing agreement executed by the Property owner ("Seller"). The Broker and Seller must also execute an addendum to the listing agreement that outlines the auction Terms and Conditions ("Auction Addendum"). The Seller and Broker are solely responsible for the accuracy of information that the Broker may post on the Website.
4.5 Auction Terms and Conditions. The Terms and Conditions for each Auction on the Website may vary. It is important that interested parties be familiar with the Terms and Conditions for any Auction on which they wish to place a bid, are a Seller, Broker or are otherwise involved.
4.6 Caveat Emptor. Prospective bidders/buyers are advised to perform all necessary due diligence before bidding on an Auction; and all parties are encouraged to seek the help and guidance of a licensed real estate professional, attorney or other suitable professional before bidding on an Auction.
5. Restricted Information
Access to certain data ("Restricted Information") on the Website, including financial instruments, loans and claims (together known as "Financial Instruments"), is restricted to a limited number of registered Users and those individuals who assist or give advice to these Users, who may be an employee, officer or director of the registered User, their agent or representative (including attorney, accountant or financial advisor) or a third party such as an equity investor, servicer or contractor, and who has a need to access the Restricted Information for the purpose of assisting and advising the User in evaluating a Financial Instrument or entering a bid on a Financial Instrument (all included as "Qualified Users"). Qualified Users agree to be subject to the additional restrictions and requirements of this Section 5 as a condition of access to this Restricted Information. Restrictions on Qualified Users apply to Financial Instruments but do not apply to real estate for sale on the Freedom Realty Exchange.
5.1 Term. This section 5 shall be a continuing agreement, effective upon Qualified User’s clicking the "I have read and agree to the terms of the User Agreement" ("Effective Date"). Qualified User acknowledges that in connection with a particular Asset, Qualified User may be required to assent to a subsequent update to this Agreement, the terms of which may differ from this, or to reaffirm or otherwise assent to this Part A, in writing, electronically or otherwise. Qualified User agrees that such agreement or reaffirmation shall be binding upon Qualified User and its directors, officers, employees, agents, successors and assigns, regardless of whether assent thereto is in written or electronic form.
5.2 Limitation on Use of Restricted Information. Qualified User shall use the Restricted Information provided on the Website and information and reports provided by others ("Third Party") solely for the purpose of evaluating its interest in purchasing the Assets as a principal, and for no other purpose. Qualified User acknowledges Third Party's valuable rights in and to the compilations of licensed data reports and the underlying data that those compilations contain, including Third Parties' copyrights and other proprietary rights therein, the related data sources, database structure, processing software, production systems, documentation, and quality control methods as well as any other information provided by Third Parties or on behalf of Third Parties to Qualified User. Qualified User agrees to hold in confidence the Restricted Information, in whole or in part, except in connection with those uses that are consistent with the usage granted herein and as disclosed to LFC, its officers, directors or agents who require such disclosure in the performance of their responsibilities, provided that such parties shall acknowledge the confidentiality restrictions contained herein. Qualified User further agrees that it will not disclose or otherwise make available the Restricted Information. The above restrictions shall not apply to information that is (a) generally available to the public or any relevant trade group; (b) independently developed by Qualified User; (c) required to be disclosed by law, regulations, or legal process by a court or government agency (but only with respect to the portion of the Restricted Information that is required to be disclosed), provided that prior to any such release, Qualified User shall give LFC prompt notice thereof, and in no event less than seven (7) business days' prior notice of such release both by telephone and in writing, unless such notice is expressly precluded by applicable law or governmental order. Qualified User will not (a) disclose any portion of the Restricted Information in any manner, (b) make any copies of the Restricted Information in any form except for those copies provided by the Website, (c) transfer the Restricted Information to any other party, (d) commingle or archive the Restricted Information or e) market the Restricted Information directly or indirectly in any form to anybody. Qualified User acknowledges that the remedy at law for any breach by it of this Agreement shall be inadequate and that Seller, Third Party and LFC shall also be entitled to injunctive relief.
5.3 Confidentiality; Destruction of Documents. Qualified User shall ensure that all persons to whom it discloses the Restricted Information shall keep the Restricted Information confidential. In the event Qualified User does not acquire the Assets, it shall destroy all copies of the Restricted Information.
5.4 No Contact with Seller and/or Borrower. Without limiting the prohibitions found in section 5 herein, registered User shall not call, write, meet with, or have any other contact with any person or entities identified in the Restricted Information, including, but not limited to, the Sellers, the borrowers, residents, obligors, guarantors, Third Parties, or their attorneys, with regard to the Assets or the potential sale of the Assets. In the event of a breach of this section, Qualified User shall be liable to LFC and Sellers for all damages consequential thereto, including, but not limited to, their costs and attorneys' fees in defending any legal action resulting from such breach. Notwithstanding the foregoing, LFC and the Sellers shall also have recourse to all generally available legal remedies for the breach of this or any other section of this Agreement.
5.5 Liability. If a Seller or LFC determines that Qualified User has breached any provision of this Agreement, the Seller or LFC may, at their sole discretion, exercise any or all legal or equitable rights or remedies to which they are entitled on account of Qualified User's breach. Neither the Seller nor LFC shall be deemed to have waived any rights or remedies on account of failure, delay, or forbearance in exercising any such right or remedy in a particular instance. If Qualified User is in breach of Section 5 of this Agreement regarding "No Contact with Seller and/or Borrower," escrow holder shall pay the bid deposit, upon written notice from Seller or LFC of such breach, to Seller and LFC as liquidated damages. Qualified User acknowledges and agrees that the actual damages to Seller and LFC in the event of Qualified User's breach would be difficult to calculate and that these liquidated damages are reasonable approximation thereof.
5.6 Qualified User Qualifications. Qualified User hereby represents and warrants to Seller and LFC that it is a substantial purchaser (or agent or advisor thereof with the intent to advise but not purchase) having such knowledge and is experienced in financial and business matters, that it is capable of evaluating the merits and risks of investment in the Assets and understands, and is able to bear the economic risks of, such a purchase (including a total loss of its investment and the risk that Qualified User might be required to hold the Assets for an indefinite period of time). Qualified User represents and warrants that it meets at least one of the following requirements: (1) any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (2) any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (3) any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the notes offered; and (4) any entity in which all of the equity owners meet the above criteria; (5) an individual who assists or gives advice to these Users and who has entered into an agreement with an Qualified User who has the intent to purchase Assets, who may be an employee, officer or director of the registered User, their agent or representative (including attorney, accountant or financial advisor) or a third party such as an equity investor, servicer or contractor, and who has a need to access the Restricted Information for the purpose of assisting and advising the User in evaluating the Note or entering a bid.
5.7 Reliance. Qualified User agrees that neither Seller nor LFC makes any representation as to the accuracy or completeness of the information.
5.8 Compliance with Laws and Regulations. Qualified User agrees to comply with all applicable laws and regulations, including, without limitation, the Gramm-Leach-Bliley Act, with regard to the confidentiality of consumer information.
Because Freedom Realty Exchange is a venue, in the event that you have a dispute with a Broker or a Seller, you agree to release LFC and any of its affiliates, including but not limited to LFC Communications, Inc., LFC Marketing Services, Inc. and Republic Escrow Corporation, their officers, directors, agents, subsidiaries, joint ventures and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. User acknowledges and understands that all of the available Auction information, including Restricted Information, was prepared by parties other than LFC, and further acknowledges and understands that LFC makes no representation or warranty whatsoever, express or implied, with respect to the content, completeness or accuracy of the Auction information. If you are a California resident, you waive California Civil Code §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."
7. Hold Harmless. User shall defend, and hold harmless the Sellers, LFC and their affiliates from and against any and all claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees) incurred by the Sellers or LFC as a result of 1) any violation or failure to comply with the provisions of this Agreement by User or any individual or entity to whom it has disclosed Restricted Information or other confidential information.
8. Termination of Use. Without limiting any of its other remedies, LFC may suspend or terminate your use of the Website if we suspect, in our sole discretion, that you (by conviction, settlement, insurance or escrow investigation, or any other reason) have engaged in fraudulent activity.
9. Your Information
9.1 Definition. "Your Information" is defined as any information you provide to us in the registration or bidding process or through any email feature.
9.2 Restricted Activities. Your Information and your activities on the Website shall not: (a) be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation; (e) contain any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information or (h) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
10. Subscription to Emails
By registering as a User you are subscribing to receive emails from the Website. Emails may come from an email address at fre.com and/or lfc.com. When you show interest in a specific auction or group of auctions, you are opting in to receive informational emails about those auctions. You are required to receive certain emails, for example when placing a bid, but may choose to unsubscribe from other emails by clicking on a link at the bottom of the email or by logging in to your account to adjust settings.
11. Access and Interference
Much of the information on the Website is updated on a real-time basis and is proprietary or is licensed to LFC by third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Website for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Website without the prior expressed written permission of LFC and the appropriate third parties as applicable; (iii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website or (iv) bypass measures we may use to prevent or restrict access to the Website.
Without limiting other remedies, we may limit your activity, immediately remove your bid(s), warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your use of our Website and refuse to provide our services to you if (a) we believe that you have breached the terms and conditions of this Agreement or the documents incorporated by reference; (b) we are unable to verify or authenticate any information you provide to us or (c) we believe that your actions may cause financial loss or legal liability for you, our Users or us.
13. No Warranty
LFC INTERNET MARKETING, INC. DBA FREEDOM REALTY EXCHANGE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS PROVIDE THIS WEBSITE AND ITS SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSED, IMPLIED OR STATUTORY. LFC INTERNET MARKETING, INC. DBA FREEDOM REALTY EXCHANGE AND ANY OF ITS AFFILIATES, INCLUDING BUT NOT LIMITED TO LFC COMMUNICATIONS, INC., LFC MARKETING SERVICES, INC. AND REPUBLIC ESCROW CORPORATION, THEIR OFFICERS, DIRECTORS, EMPLOYEES AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE PROPERTIES ON THE WEBSITE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
14. Liability Limit
IN NO EVENT SHALL LFC INTERNET MARKETING, INC. DBA FREEDOM REALTY EXCHANGE, ITS OFFICERS, DIRECTORS, EMPLOYEES OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). LFC INTERNET MARKETING, INC. DBA FREEDOM REALTY EXCHANGE'S LIABILITY, AND THE LIABILITY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Agreement, including this limitation of liability, shall be enforceable by LFC Internet Marketing, Inc. dba Freedom Realty Exchange and any of its affiliates, including but not limited to LFC Communications, Inc., LFC Marketing Services, Inc. and Republic Escrow.
You agree to indemnify and hold LFC Internet Marketing Services, Inc. dba Freedom Realty Exchange, and its affiliates, including but not limited to LFC Communications, Inc., LFC Marketing Services, Inc. and Republic Escrow Corporation, their officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it may incorporate by reference, or your violation of any law or the rights of a third party.
16. Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service.
17. Re-affirmation of User Agreement. Each and every request made by a visitor or User for Auction information or action by a User, such as using a password, to gain access to Auction or other information shall constitute visitor’s or User's re-affirmation and acceptance of the terms and conditions of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to LFC Internet Marketing, Inc. at 17 Corporate Plaza Drive, Suite 200, Newport Beach, California 92660 (in our case), or to the email address or mailing address that you provide to us during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless we are notified that your email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested to the address that you provided to us during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.
19. Resolution of Dispute - Binding Arbitration
In the event a dispute arises between you and LFC Internet Marketing, Inc. dba Freedom Realty Exchange or any of its affiliates, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and LFC Internet Marketing, Inc. dba Freedom Realty Exchange agree that any claim or controversy at law or equity that arises out of this Agreement or our services or the services of any of our affiliates, shall be resolved in accordance with binding arbitration or as otherwise mutually agreed upon in writing by the parties. The arbitration shall be conducted by telephone or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in Orange County, California, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This agreement to arbitrate shall be enforceable by LFC Internet Marketing, Inc. dba Freedom Realty Exchange and any of its affiliates, including but not limited to LFC Communications, Inc., LFC Marketing Services, Inc. and Republic Escrow Corporation.
This Agreement shall be governed in all respects by the laws of the State of California. We do not guarantee continuous, uninterrupted or secure access to our services; and operation of the Website may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by LFC Internet Marketing, Inc. dba Freedom Realty Exchange in accordance with Section 17, "Notices," in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
Freedom Realty Exchange® is owned and managed by LFC Internet Marketing, Inc.
Freedom Realty Exchange, FRE.com and FRE are registered trademarks.
Copyright © 2011. LFC Internet Marketing, Inc. All Rights Reserved. 17 Corporate Plaza Dr., Suite 200, Newport Beach, CA 92660 USA