Platform User Agreement and Terms of Service
This Platform User Agreement and Terms of Service (this "Agreement") applies to the OfferBarn® services platform used by real estate agents and homeowners.
OfferBarn, Inc. ("OfferBarn", "OfferBarn®", "we", "us") owns and operates the OfferBarn® platform (the "Services"). By accessing the Services, you ("User" or "you") agree to be bound by this Agreement. In addition, you represent that you are 18 years of age or older and are lawfully able to enter into this contract.
Because we are an online service, we do not ask you to physically sign a lengthy contract. However, the terms of our contract with you are set forth below. This Agreement supplements and is an integral part of the service features generally described on our website. If you do not agree with this Agreement or the general service features described on the website, then you should not use the Services provided by the platform. If you do use the Services, then doing so will serve as your consent to be bound by this Agreement.
OfferBarn® is operated in compliance with all state and federal housing laws.
The Services include a suite of software tools designed to help real estate agents and homeowners compare purchase offers from various online purchasers (commonly called "iBuyers"). We may, in our sole discretion, change or discontinue any features of the Services at any time and without liability to Users.
For homeowners listing a property on our platform, the Services are provided at no cost and the non-exclusive listing agreement described below commences upon our receipt of the necessary information to list the property for iBuyer offers.
The Services offered to real estate agents are subscription-based services. When an agent subscribes for the Services, he or she agrees to pay all charges associated with the Services and the subscriber's account. These include monthly subscription fees and fees for listed properties that are in excess of any complimentary listings included with the agent's subscription.
We reserve the right to change the amount of, or basis for determining, any fees or charges for Services we provide, and to institute new fees, charges or terms, but you will be notified of any such change.
An agent's right to use the Service or a specific product is conditional upon our receipt of payment. If payment is not received, we reserve the right to immediately either suspend or terminate such access and account, thereby terminating this Agreement and all Owner obligations hereunder. Agent users are required to pay any amounts still owed to us at the time your account is suspended or terminated.
Our Services for real estate agents begin as soon as the initial subscription payment is processed. Agents will be charged, and agree to pay in exchange for our Services, the rate specified, every month, until cancellation.
Should an agent User cancel during any month of an active subscription, the payment for that month is non-refundable, and our Services will continue until the end of that month's billing period. Fees will not be pro-rated for any partial month of subscription.
Cancellations can be made any time via our website or by notifying us in writing.
In exchange for registration and any applicable fees, and subject to the terms of this Agreement, we grant Users a non-transferable, non-exclusive right to access and use the Service. We reserve the right to terminate any User's license with respect to the Services or all or part of our website at any time for any reason. We agree that we will notify any User when, and if, we decide to terminate such User's license.
Terms of Non-Exclusive Property Listing
Prior to entering into this Agreement with you, as a non-exclusive listing, applicable law requires that we make certain disclosures to you, as follows: (1) advise you of the types of relationships available through OfferBarn®, which are set forth herein; (2) advise you of any other relationships held by OfferBarn® which would conflict with any interest of yours actually known to OfferBarn®; please note, that the platform may be used by other OfferBarn's affiliated Users to represent other sellers regarding sales of property which may be in direct competition with the sale of your property; (3) advise you as to OfferBarn's compensation and whether OfferBarn® will share such compensation with other brokers who may represent other parties to the transaction; OfferBarn's compensation and sharing arrangements are set out below; (4) advise you of OfferBarn's obligation to keep certain information confidential.
By listing a property on the platform and by using the Services you represent that you are the homeowner or otherwise have all requisite authority to list the property for sale. You further represent that you have the right to upload all data that you provide on behalf of yourself and, any property owner or other person that you represent. When you accept this Agreement, OfferBarn's relationship to you will be as an independent contractor and a limited agent. "Limited agent" means that the we may, acting under the authority of this Agreement, solicit offers to purchase real property subject to this Agreement without being subject to your control, except as to the result of the work. OfferBarn, as a limited agent, shall not be deemed to have a fiduciary relationship or fiduciary obligation with you (or any party), except as may be expressly provided otherwise by law, nor shall OfferBarn® or OfferBarn's affiliated licensees be considered your employees. Each User warrants and represents that they are not a party to any other listing agreement other than as disclosed to OfferBarn® on the platform.
OfferBarn® will make disclosures to prospective buyers about your property in reliance on information you provide. Your obligation to disclose material adverse facts about the listed property, particularly latent or hidden defects, is not changed by this Agreement. All defects in the listed property which adversely affect its value shall be disclosed.
Each User warrants and represents that the information with respect to any property listed for sale on the platform is true and correct and that User has fully and accurately disclosed all pertinent information with respect to such property, including defects therein, if any, and that OfferBarn® is authorized to convey all such information to all prospective buyers. OfferBarn® will treat all prospective buyers honestly and will not knowingly give them false information. OfferBarn® shall keep confidential any information you expressly ask OfferBarn® to keep confidential unless specifically prohibited by law. However, despite the foregoing, OfferBarn® will timely disclose to prospective buyers all material adverse facts pertaining to the physical condition of the property, including, but not limited to, material defects in the property, environmental contamination, and facts required by statute or regulation to be disclosed which are actually known by OfferBarn, particularly if such defects could not be discovered by a reasonably diligent inspection of the property by the buyer. OfferBarn® shall not be liable to a buyer for providing false information if the false information was provided to OfferBarn® by you and if OfferBarn® did not have actual knowledge that the information was false. Nothing in this paragraph shall limit any of your obligations under any applicable law to disclose to prospective buyers all material adverse facts actually known by you pertaining to the physical condition of the property, nor shall it limit the obligation of prospective buyers to inspect the physical condition of the property. No cause of action shall arise on behalf of any person against OfferBarn® for revealing information in compliance with this paragraph.
Broker may show alternative properties to buyers and provide information. OfferBarn's platform shows multiple properties to various iBuyers. OfferBarn® does not breach any duty or obligation to you by showing alternative properties to prospective buyers. Due to the nature of the Services, OfferBarn® may also provide information on other properties which may be in competition with your property. Certain properties on the platform may be marketed by a company affiliated with OfferBarn, and such property may be competitive with other listed properties on the platform.
In consideration of OfferBarn's agreement to act as a limited agent for and on behalf of a homeowner to obtain offers for a listed property on the platform, each homeowner listing their property on the Service does hereby authorize and grant to OfferBarn® the right and power to list the property for sale and obtain offers from buyers via the Services from the date of listing the property until termination or cancellation in accordance with Agreement (hereinafter referred to as the "Expiration Date"). OfferBarn® is specifically authorized to market the property and to receive and present purchase offers for each property listed on the platform.
OfferBarn® Compensation. Each User agrees to OfferBarn's compensation from subscription fees and property listing fees. These fees, paid by real estate agents, are our compensation for the Services.
A selling User shall and hereby does authorize the closing attorney or settlement agent to deliver to OfferBarn® a copy of any settlement statement or integrated disclosure prepared in anticipation of and upon the completion of any closing contemplated hereunder. Once a contract is entered and in connection with closing, each selling End-User agrees to cooperate with any settlement agent, title company or closing attorney engaged to handle the closing of the listed property or provide title insurance in connection therewith by executing such authorizations as may be necessary to collect documents necessary to provide clear title to the listed property, such as lien payoffs, mortgage payoffs or account statements from third parties. Seller agrees to execute at closing any documents reasonably necessary or required under state or federal law in order to complete the sale of the Property, including, but not limited to, any documents required under applicable law regarding withholding requirements of owners.
OfferBarn® and each User shall abide by all federal, state and local laws, and shall assist one another in reporting any suspicious or unlawful activity such as mortgage fraud to appropriate law enforcement, mortgage company and title company personnel. Specifically, OfferBarn® and each User agree they will not discriminate against any prospective buyer because of race, color, sex, religion, handicap, familial status, national origin, gender identity or sexual orientation of such person in accordance with applicable federal and state laws.
As to any matters not covered by our duties in this Agreement, we are not an expert, and an User selling property on the platform is encouraged and advised to seek expert advice and to retain appropriate experts such as environmental engineers, termite inspectors, engineers, surveyors, plumbers, contractors, property inspectors, lawyers, accountants and the like, as such person may deem appropriate. Each User using our Services expressly acknowledges that we are not an expert in matters relating to the condition or construction of the Property and the surrounding neighborhood, including, but not limited to, any structural, safety, title, environmental, financial, tax, legal or health concerns, or issues regarding the surrounding community, future or current real estate development, mortgage fraud or municipal services offered to local residents, and has given no advice nor made any representations in regard thereto upon which such User has relied. Each User using the Services releases OfferBarn® and any affiliated agent and employee from any cost, expense or liability that may result from such User's reliance on any perceived advice given with respect to the foregoing.
Each User of the Services shall indemnify and hold OfferBarn® harmless as provided in the section entitled "Indemnification" below.
You acknowledge that all Service trademarks, service marks and logos are owned by or licensed to OfferBarn® and are protected by copyright and other intellectual property rights, and that you have no rights to transfer or reproduce the Services, or prepare any derivative works with respect to, or to disclose confidential information pertaining to, the Services. This Agreement does not convey any rights of ownership in or related to the Service or Intellectual Property owned by OfferBarn® to you.
OfferBarn® represents and warrants that it owns or has the right to use all intellectual property required to provide the Services, including but not limited to any necessary trademark, copyright or patent rights. All right, title and interest in OfferBarn's software solutions, tools and any other OfferBarn® materials furnished or made available hereunder, including, but not limited to all reports produced or provided by OfferBarn® in connection with the Services, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by you regarding such solutions, tools, materials or the Services, if any, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by OfferBarn® or its licensors and providers, as applicable. All rights not granted in this Agreement are reserved by OfferBarn.
In order to register for membership with the Services, you represent and warrant that you have the legal authority to sign up for an account and to list the property. During registration, you will be required to provide us with certain information in order for us to allow you to complete the registration process and to use certain features and functions of the Services. You agree that you will register only on your own behalf, give us current, complete, truthful and accurate information about you and keep the information up to date.
All Users agree to provide true, accurate, current and complete information to create and maintain accounts, and are responsible for any and all activities that occur under their accounts. Users are responsible for any and all activities that occur under their accounts. Users shall: (i) maintain the confidentiality of their usernames and passwords; (ii) notify OfferBarn® immediately of any known or suspected unauthorized access or use of any password or account or any other known or suspected breach of security; (iii) report to OfferBarn® immediately and use reasonable efforts to stop immediately any known or suspected use of the Service inconsistent with the terms of the license provided herein; (iv) assure that their use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data collection, use, disclosure and privacy; international communications; and the exportation of technical or personal data; (v) assure that use of the Service shall at all times conform to the terms and conditions of this Agreement; and (vi) not impersonate another user of the Service or provide false identity information to gain access to or use the Service.
We are ISO 27002 compliant, an internationally recognized set of information security standards. As such, security measures to maintain the confidentiality, security, and integrity of the data entrusted to OfferBarn® have been deployed. These security measures, both technical and procedural, are continuously being monitored, tested, evaluated, and improved. We deploy commercially reasonable security precautions intended to protect against unauthorized access to any of our Customer data. We store data in secure server and cloud-based environments that use firewalls, VPNs, event logging, and other industry-standard protections in an effort to monitor and prevent access from outside intruders. We also encrypt the data in transit, require unique account credentials, and limit data access. Not all security risks are reasonably foreseeable, however, and OfferBarn® is not responsible for the consequences of security incidents that are not reasonably foreseeable and not reasonably within its control.
To the extent permissible by law, you will defend and indemnify OfferBarn® and hold it and its affiliates, officers, directors, managers, employees, agents, vendors, merchants, sponsors, providers, and licensors harmless from any and all claims, actions, demands, proceedings, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and all related costs and expenses) incurred by them as a result of any claim, judgment, or adjudication related to or arising directly or indirectly from any or all of the following: (i) your use of the Services; (ii) any information you submit, post, or transmit through our Services; (iii) breach of any of your obligations, representations, or warranties in this Agreement, specifically including but not limited to, your giving any information which is incorrect, or arising out of, directly or indirectly, your failure to make such disclosures of any and all physical characteristics of the listed property that may adversely affect the value of a listed property, including but not limited to lead-based paint, radon gas, asbestos, water problems and/or structural defects, or (iv) your violation of law or any rights of another person.
DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED "AS IS" AND "AS-AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. EXCEPT FOR ANY EXPRESS WARRANTY PROVIDED HEREIN, OfferBarn® AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.
OfferBarn® ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ON THE SERVICES, ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE SERVICES' ACCESSIBILITY, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES, ANY CONDUCT BY OTHER USERS ON THE SERVICES, OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR SERVERS.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PRODUCTS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICES, CONTENT OR SOFTWARE, THE COST OF OBTAINING SUBSTITUTE SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SERVICES, CONTENT OR SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE US OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES.
CERTAIN STATE JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Any notices to you from OfferBarn® regarding the Services or this Agreement will be posted on the platform or made by email or regular mail.
Applicable Law; Jurisdiction and Venue
We control our Services from our offices within the United States. We make no representation that our content on our Services is appropriate, legal or available for use in other locations. Those who choose to access our Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export our content in violation of United States export laws and regulations. Any claim relating to our Services, the services provided through our Services or our content shall be governed by the laws of the state where the property referenced herein is located, without reference to its choice of law provisions. If there is a dispute between you and us, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in Atlanta, Georgia.
OfferBarn® does not currently offer any "bug bounty" program at this time for any reported computer, software, or network vulnerabilities. Any legitimate and valid reported security vulnerables will be greatly appreciated, but no compensation can be offered at this time.
Web Browser Support
Access to the Website requires the use of a web browser. OfferBarn® recommends the use of "modern" web browsers with release dates within the last 18 months for maximum performance and security. Additionally, OfferBarn® cannot be expected to support all browser extensions. Browser extension compatibility, even for supported browsers, is the responsibility of the User.
Updates to These Service Terms
We may change these terms in the future. When we do, we will post a notice within the product and provide other notifications as required by law.
If we make material changes to these terms, we will notify our primary Customer contact via the email address we have in our records and changes will become effective in 30 days after the "last updated" date at the top of this policy. Customers with concerns on any material changes are welcome to contact us.
Non-material changes will become effective when posted in OfferBarn. The "last updated" date at the top of this policy indicates when it was last revised.
Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
The provisions of this Agreement shall extend to and be binding on the respective heirs, executors, administrators and successors of each party hereto. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. This Agreement and the platform terms incorporated herein, contain the entire agreement between the parties pertaining to the subject matter hereof and fully supersede all prior written or oral agreements and understandings between the parties pertaining to such subject matter. Any indemnity or hold harmless provision in this Agreement shall survive termination or expiration of this Agreement for any reason.
If you have any questions regarding the Platform User Agreement and Terms of Service, please contact us at:
OfferBarn, Inc. 8000 Avalon Boulevard Suite 100 Alpharetta, GA 30009
Alternatively, you can email us at: email@example.com.