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Last Revised: December 17, 2019

Zurple Standard Terms and Conditions

By clicking on the Accept button below and thereby submitting the ZURPLE, INC. (“ZURPLE”) online registration form, (I) the person doing so represents that he or she is at least 18 years of age and legally capable of forming a binding contract and that he or she is authorized to sign for and bind the contracting party (“YOU”) and (II) you agree to be bound by all the terms and conditions of these terms (“AGREEMENT”). The agreement is between you and Zurple, as of the date and time that you complete the online registration process at the site by clicking the Accept button below (the “EFFECTIVE DATE”). The agreement implies to all services provided by Zurple to you, which may include without limitation CONVERSATIONS software, internet domain names, websites, website design services, traffic acquisition services, display advertising, pixel creation and placement, list segmentation, and marketing coaching (the “Product”). References to “we” and “our” refer to Zurple. References to “you” and “your” refer to the recipient or user of the Product, including your successors and assigns, and your agents, employees or independent contractors.

Conversations Software & Related Website

  1. If you have purchased our Conversations software and related website product, the website will be created and uploaded to the Internet by the later of 10 days from our receipt of your initial payment, or 10 days from our receipt of your deliverables, which are for agents or brokers: agent and broker contact information, broker logo, and agent picture, and if applicable, written approval of the new website from the entity that provides the MLS feed in your area. Zurple will not drive traffic to your website unless and until Zurple has received your deliverables, including the IDX contract referenced below and initial payment. If you are a non-broker or agent, your advertisement will be created and uploaded to the internet by the later of 12 business days from our receipt of your initial payment, or 10 business days from our receipt of your deliverables, which are: contact information, logo, and picture which are outlined in the GoLive Email.
  1. Zurple tests and optimizes our websites and applications so that they support the current release versions of the most popular web browsers used worldwide. Zurple uses standard HTML and CSS features which are generally supported by all of the major web browsers. Zurple does not guarantee that websites and applications will look exactly the same or operate perfectly when using future web browser versions. For the latest web browser compatibility list, refer to the Zurple application online help.
  1. If you are a real estate agent or broker and the MLS board in your area requires signed documentation by you before Zurple may implement IDX on a website, you will receive the document via e-mail and/or fax. It is imperative that you email/fax the completed agreement back to Zurple as quickly as possible so we may proceed with setting up IDX on the website as soon as possible.

Celebrity Agent Software and Related Advertising

  1. If you have purchased our Celebrity Agent software and related advertising, you acknowledge and accept that the ads are displayed on websites in accordance with the results of Zurple technology and Zurple display advertising partner networks, and that Zurple has absolute discretion as to where (and how often) the ads will be displayed within the Zurple network and that the ads can be displayed next to direct or indirect competitors. Zurple uses best efforts not to display ads on websites that are of pornographic, defamatory or of illegal nature, and in the event you notify Zurple in writing that the ads are being displayed on any such website, Zurple will attempt to promptly remove the ads.
  1. Your pixels will be placed, your lists will be segmented and your ads will be created by the later of 10 days from our receipt of your initial payment, or 10 days from our receipt of your deliverables, which are outlined in the GoLive Email. Your ads will render to visitors by the latter of 10 days from the receipt of your deliverables or when your visitors to the website(s) identified on the GoLive Email exceed 100 tracked unique visitors.

Zurple Marketing

  1. If you cancel your Zurple subscription, you must apply for any unspent marketing budget to be refunded within 30 days of cancellation.

Billing and Cancellations

  1. You agree to pay the one-time and recurring charges for the Products as shown on the Quote, which subscription will be for the minimum term shown on the Quote. The fees will be billed once your Zurple product is live. The fees will continue to be billed every 30 days thereafter unless and until you cancel your subscription in accordance with this Agreement.
  1. Zurple may change the fees and charges in effect, or add new fees and charges from time to time, but Zurple will give you advance notice of these changes by email and the opportunity to cancel your subscription. Zurple reserves the right to suspend your subscription if it learns you are in violation of this Agreement, and Zurple may terminate your subscription at any time for any reason or for no reason upon providing you 30 days’ notice by email. If your credit card is declined, you will owe a $35 service fee to Zurple, in addition to your past due amount, and Zurple reserves the right to terminate your subscription upon 10 days’ notice by email. If your credit card is declined, and you do not contact Zurple, Zurple will restrict access to your Zurple product and may pause any marketing campaigns managed by Zurple.
  2. If there is a change in your credit card validity or expiration date, it is your responsibility to contact Zurple client services and request that your credit card details be modified. If your payment method reaches its expiration date, your failure to cancel through the means specified herein constitutes your authorization for us to continue billing that payment method, and you are responsible for uncollected amounts. If your credit card expires, and you don’t provide Zurple an updated expiration date, you agree to allow Zurple to extend the expiration date.
  3. After completing successful payment of the minimum number of monthly subscription amounts as shown on the Quote, your term will move to a month to month agreement. If you wish to cancel at the end of your term, you must cancel at least 30 days prior to the start of your next billing cycle to avoid being charged for the successive term. In order to cancel service after the expiration of the minimum term or any renewal term, you must contact our client services department at support@zurple.com, request a written cancellation form, and submit the form pursuant to the instructions set forth thereon. Zurple does not provide refunds or credits for any partial-month subscription periods.
  4. In the case of the Conversations software and related website, if the Quote indicates that you are the initial subscription owner (“Subscription Owner”), you are responsible for the full subscription amount associated with the software and web portal(s), and if Zurple adds and associates any subsequent party to the software and web portal(s) (“Subsequent Party”), your fees as the Subscription Owner may lower. If the Subsequent Party’s credit card declines, however, you as the Subscription Owner are responsible for the full subscription amount for the duration of the contract term, and your credit card shall be charged accordingly.

Intellectual Property

  1. The Product is licensed, not sold, to you for use only under the terms hereof, and Zurple reserves all rights not expressly granted to you. Zurple shall be the owner of the copyrights with respect to the content that we author in connection with the Product, and shall maintain ownership of the Product. “Powered by Zurple” and the Zurple logo will appear on all website pages created by Zurple (but not Celebrity Agent ads).
  2. You will be the owner of the copyrights with respect to text that you author and post on the websites through Zurple. You unconditionally represent and warrant that you are the owner, assignee or authorized user of any and all copyrights or trademarks with respect to the content that you post to the Product or deliver to Zurple for use in advertising. This includes, without limitation, text, images, photographs and graphic designs. We are not responsible for verifying your ownership of such rights. You hereby grant a perpetual license for Zurple to use, reproduce and display any images or photographs you provide to Zurple.
  3. If you are a real estate agent or broker, you will be the owner of any and all lead data collected from any website built by Zurple for your use so long as your payments remain current and you otherwise comply with the terms of use set forth herein. If you are a real estate agent or broker and you cancel your subscription after the expiration of your contract term, upon your request, your leads will be exported and provided to you in a .CSV file.
  4. You may not use, copy, modify or transfer the Product, in whole or in part, except as expressly provided by this Agreement. You may not reverse engineer, disassemble, decompile, or translate the software comprising the Product, or otherwise attempt to derive the source code of the software comprising the Product, or authorize any third party to do any of the foregoing, except to the extent allowed under any applicable law. Any attempt to transfer any of the rights, duties or obligations hereunder is void. You may not rent, lease, loan, resell for profit, or distribute the Product, or any part thereof.
  1. Zurple in its sole discretion shall determine the categories under which visitors and leads are allocated in the “statistics” section of Zurple.

Liability

  1. All services offered by Zurple are to be used lawfully. You must comply with federal, state, and local laws, the rules of the acceptable use policies for the Internet, and compliance with the rules of the entity that provides your MLS data feed.
  1. Zurple will not be responsible for lost data, lost profits, opportunity costs or other consequential damages, or for any damages suffered or revenues lost through the use of our services or for loss of service due to network outages, regardless of cause (including but not limited to: human error, hardware failure, software failure, or telephone company or ISP outages). The Product is  provided  to  you  “As  Is,”  and  Zurple  and  its  licensors  expressly  disclaim all warranties and conditions, express, implied or statutory, including without limitation the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. No oral or written information or advice given by Zurple, its employees, distributors, dealers, or agents shall increase the scope of the above warranties or create any new warranties. In no event shall Zurple, its stockholders, directors, officers, or employees be liable (jointly or severally) to you for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever resulting from loss of use, data or profits, whether or not advised of the possibility of damage, and on any theory of liability, arising out of or in connection with the use or performance of the Product or this Agreement. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law. Zurple’s liability for any claims whatsoever, whether arising in tort or contract, including claims based on design, error, omission, negligence, defect, failure to maintain service, or any other claim, shall not exceed the monthly contract price paid by you.
  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZURPLE WILL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, FOR (I) ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS OR SERVICES, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS OR SERVICES OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, OR (II) ANY DIRECT DAMAGES IN EXCESS, IN THE AGGREGATE, OF THE MONTHLY CONTRACT PRICE PAID BY YOU HEREUNDER, EVEN IF ZURPLE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  1. You shall indemnify and hold Zurple and its affiliates, directors, officers, stockholders, and employees harmless from and against any claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) (collectively, the “Claims”) arising out of (1) your use of the Product or (2) your violation of any laws or regulations applicable to the Product or the use thereof. You shall, at your own expense, defend Zurple against any Claim. You may not settle any Claim or consent to any judgment without first obtaining the written consent of Zurple, such consent not to be unreasonably withheld. This paragraph shall survive the expiration or termination of this Agreement.

Miscellaneous

  1. You agree to accept notices delivered via e-mail from Zurple regarding service, billing and marketing-related issues. Zurple agrees to not release your e-mail address to third parties for solicitation purposes.
  1. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California as applied to contracts executed and performed entirely within California between two of its residents. Actions relating to this Agreement, including but not limited to its interpretation, application or existence shall be brought in the state and federal courts having San Diego County, California within their jurisdiction, and you irrevocably consent to the jurisdiction of such courts.
  1. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Neither this Agreement nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Zurple. Any assignment or derogation of the foregoing shall be null and void. Zurple may freely assignee and delegate this Agreement or any or all of its rights and obligations hereunder. This Agreement and the associated GoLive Email are the complete and exclusive statement of the agreement between Zurple and you, and supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.

WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO MODIFY THIS AGREEMENT (INCLUDING THE PRIVACY POLICY) FROM TIME TO TIME, WITHOUT PRIOR NOTICE. ANY CHANGES TO THIS AGREEMENT WILL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE REVISED AGREEMENT ON THE SITE, AND [YOU] WAIVE ANY RIGHT [YOU] MAY HAVE TO RECEIVE SPECIFIC NOTICE OF SUCH CHANGES. IT IS [YOUR] RESPONSIBILITY TO CHECK THIS AGREEMENT PERIODICALLY FOR CHANGES. [YOUR] CONTINUED USE OF THE SITE OR SERVICE FOLLOWING THE POSTING OF CHANGES WILL MEAN THAT YOU ACCEPT AND AGREE TO THE CHANGES. YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CHANGES TO THIS AGREEMENT IS TO DISCONTINUE USE OF THE SITE AND SERVICE.

  1. Zurple’s CCPA Obligations

(a)         Zurple will only collect, use, retain, or disclose personal information of California consumers for the Contracted Business Purposes for which you provide personal information or permit personal information access in accordance with your instructions. “Contracted Business Purposes” means the services and/or products described in this Agreement for which Zurple receives or accesses personal information. Any terms defined in the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”), including “personal information” and “business purposes” carry the same meaning in this Section.

(b)         Zurple will not collect, use, retain, disclose, sell, or otherwise make personal information of California consumers available for Zurple’s own commercial purposes or in a way that does not comply with the CCPA. If a law requires Zurple to disclose personal information of a California consumer for a purpose unrelated to the Contracted Business Purpose, Zurple will first inform you of the legal requirement and give you an opportunity to object or challenge the requirement, unless the law prohibits such notice.

(c)          Zurple will limit collection, use, retention, and disclosure of personal information of California consumers to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.

(d)         Zurple will promptly comply with any request or instruction from you requiring Zurple to provide, amend, transfer, or delete the personal information of California consumers, or to stop, mitigate, or remedy any unauthorized processing.

(e)         If the Contracted Business Purposes require the collection of personal information from California consumers on your behalf, Zurple will provide a CCPA-compliant notice addressing use and collection methods.

(f)          If the CCPA permits, Zurple may aggregate, deidentify, or anonymize personal information of California consumers so it no longer meets the personal information definition, and may use such aggregated, deidentified, or anonymized data for its own research and development purposes. Zurple will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.

  1. Assistance with Your CCPA Obligations

(a)         Zurple will reasonably cooperate and assist you with meeting the your CCPA compliance obligations and responding to CCPA-related inquiries, including providing a template privacy policy for any website hosted by Zurple on your behalf, responding to verifiable consumer requests, taking into account the nature of Zurple’s processing and the information available to Zurple.  Zurple’s provision of a template privacy policy does not constitute and is not a substitute for legal advice.

(b)         Zurple will notify you immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party’s compliance with the CCPA related to the Contracted Business Purposes. Specifically, Zurple will notify you within 15 working days if it receives a verifiable consumer request under the CCPA.

  1. No Subcontracting. Zurple will not use a subcontractor to provide the Contracted Business Services.
  2. CCPA Warranties

(a)         Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information of California consumers.

(c)          Zurple warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from providing any of the Contracted Business Purposes or otherwise performing under this Agreement. Zurple will promptly notify you of any changes to the CCPA’s requirements that may adversely affect its performance under the Agreement.

 

 

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