Terms and Conditions of Use

All Users

IMPORTANT LEGAL NOTICE

THESE TERMS AND CONDITIONS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT GOVERNING YOUR ACCESS TO AND USE OF SMARTMLS OFFERS. THEY INCLUDE IMPORTANT PROVISIONS GOVERNING DISPUTE RESOLUTION, INCLUDING BINDING ARBITRATION, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER. SUBJECT TO APPLICABLE LAW, THESE PROVISIONS MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS AND THE MANNER IN WHICH DISPUTES ARE RESOLVED. PLEASE READ CAREFULLY.

BY ACCESSING OR USING SMARTMLS OFFERS IN ANY MANNER, INCLUDING ON BEHALF OF AN ENTITY, YOUREPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH ENTITY, AND THAT SUCH ACCESS OR USE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE BY YOU AND SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, DO NOT ACCESS OR USE SMARTMLS OFFERS.

INTRODUCTION

These Terms and Conditions of Use govern Your access to and use of SmartMLS Offers. SmartMLS Offers is a proprietary software application that provides technology-enabled functionality designed to facilitate the Electronic creation, submission, management, review, and communication of real estate Offers and related transaction information.

You acknowledge and agree that SmartMLS Offers is a software application only. It does not provide legal, brokerage, fiduciary, financial, or other professional or advisory services, and it is not a party to, and does not participate in any transaction, negotiation, agreement, contract, or other arrangement between Users, Consumers or Transaction Participants.

SmartMLS Offers may be accessed and used by Real Estate Professionals and by Consumers participating in real estate transactions. Real Estate Professionals may use SmartMLS Offers to initiate, generate, prepare, configure, approve, submit, accept, manage, administer, or facilitate real estate Offers, communications, and related transaction activities and may invite or enable Consumers and other Transaction Participants to access or use SmartMLS Offers in connection with those activities.

You are solely responsible for all access to and use of SmartMLS Offers initiated by, through, or on behalf of You, including without limitation any Offers, communications, documents, information, invitations, permissions, submissions, or other actions taken using SmartMLS Offers.

Your use of SmartMLS Offers is also subject to the SmartMLS Offers Privacy Policy, as may be updated from time to time.

If You do not agree to these Terms and Conditions of Use, You must not access or use SmartMLS Offers.

ARTICLE 1 DEFINITIONS; INTERPRETATIONS

1.1
DEFINITIONS: For purposes of these Terms and Conditions of Use ("Terms"), the following capitalized terms shall have the meanings set forth below.
1.1.01
"Conduct Business Electronically" means to electronically review and/or sign documents; utilize Electronic Records; and receive notices, disclosures, and any/all other communications electronically.
1.1.02
"Consumer" means any individual who accesses or uses SmartMLS Offers in connection with the purchase, sale, or potential purchase or sale of real property.
1.1.03
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
1.1.04
"Electronic Record", "Electronic Records" means a contract or other record created, generated, sent, communicated, received, or stored by electronic means.
1.1.05
"Electronic Signature" means an electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record.
1.1.06
"Offer" means any offer, counteroffer, proposal, or related communication initiated, generated, prepared, configured, approved, submitted, transmitted, accepted, facilitated, managed, or otherwise administered using SmartMLS Offers in connection with a real estate transaction.
1.1.07
"Platform" means SmartMLS Offers, the proprietary digital offer management software platform and associated systems made available to Users to facilitate the electronic preparation, submission, management, review, and communication of real estate Offers and related transaction information.
1.1.08
"Real Estate Professional" means any broker, agent, salesperson, manager, admin, assistant, transaction coordinator, brokerage representative, or other individual accessing or using the Platform in connection with licensed real estate activity or professional real estate services.
1.1.09
"Transaction Participants" means any individuals or entities involved in or associated with a real estate transaction in which the Platform is used, including without limitation Consumers, buyers, sellers, Real Estate Professionals, attorneys, lenders, inspectors, or other related parties.
1.1.10
"Users" means Consumers, Real Estate Professionals, Transaction Participants and any other individuals authorized to access or use the Platform.
1.1.11
"SmartMLS Offers" means the digital Offer management platform and related technology provided by SmartMLS Inc., its employees, agents, representatives, licensors, affiliates, successors, assigns, designees, and any related entities involved in the development, operation, and support thereof. made available in connection with the SmartMLS ecosystem.
1.1.12
"You" means any individual or entity that accesses or uses SmartMLS Offers.
1.1.13
"Your" means of or relating to the actions, obligations, responsibilities, or rights of individuals or entities that access or use SmartMLS Offers.
1.1.14
"Conduct Business Electronically" means to electronically review and/or sign documents; utilize Electronic Records; and receive notices, disclosures, and any/all other communications electronically.

ARTICLE 2 SCOPE; ROLE; PLATFORM RELATIONSHIPS

2.1
SCOPE OF AGREEMENT
2.1.01
These Terms govern Your access to and use of SmartMLS Offers and apply to all access to and use of the Platform by You, whether direct or indirect, and whether such access or use is initiated by You, on Your behalf, or through credentials, permissions, invitations, or configurations issued, enabled, or facilitated by You or by other Users.
2.2
USER ROLES AND RESPONSIBILITIES
2.2.01
You acknowledge and agree that the Platform may be accessed and used by Real Estate Professionals, Consumers, and other Transaction Participants participating in real estate transactions. Real Estate Professionals may access and use the Platform in connection with real estate Offers and related transaction activities and may invite or enable other Users, Consumers, and other Transaction Participants to access or use the Platform in connection with those activities.
2.2.02
The Platform does not monitor, supervise, verify, or validate the authority, identity, intent, representations, statements, actions, or compliance of any User, Consumer, and other Transaction Participant. You assume all risks associated with Your access to and use of the Platform, including without limitation any reliance on information, communications, documents, Offers, representations, or actions of other Users, Consumers, and other Transaction Participants.
2.3
RELATIONSHIP TO OTHER PLATFORM POLICIES
2.3.01
Your use of the Platform is also subject to the SmartMLS Offers Privacy Policy and any other policies, notices, or disclosures made available in connection with the Platform, each as may be updated from time to time.
2.3.02
Nothing in these Terms modifies, limits, supersedes, or overrides any separate policy, notice, or disclosure governing specific aspects of the Platform. In the event of any inconsistency between these Terms and any such policy, notice, or disclosure, the applicable document shall control solely with respect to the specific subject matter addressed therein, provided that no such inconsistency (or silence) shall be interpreted to expand the Platform’s obligations or liabilities.
2.4
SEPARATE ELECTRONIC SIGNATURE SERVICES
2.4.01
SmartMLS Offers is an Offer negotiation and transaction facilitation platform which facilitates real estate Offers and related transaction information but does not provide Electronic Signature services.
2.4.02
In connection with transactions initiated through the Platform, Offers, documents, or transaction information may be transmitted to SmartMLS Sign or other Electronic Signature platform for the purpose of executing documents or Conducting Business Electronically.
2.4.03
Any use of SmartMLS Sign or any other Electronic Signature platform is governed solely by the terms, disclosures, and policies applicable to that platform, including without limitation the applicable SmartMLS Sign Terms and Conditions of Use, Consumer Disclosure, and Privacy Policy then in effect.
2.4.04
SmartMLS Offers does not control, administer, or manage any Electronic Signature process or document execution occurring through SmartMLS Sign or any other Electronic Signature platform and assumes no responsibility or liability for the operation, availability, content, or legal effect of any Electronic Record or Electronic Signature processed through such platform.
2.5
NO AGENCY; NO FIDUCIARY RELATIONSHIP
2.5.01
Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, brokerage, or similar relationship between You and SmartMLS Offers. You have no authority to bind SmartMLS Offers, and SmartMLS Offers has no responsibility for Your acts or omissions or for the acts or omissions of any other User, Consumer, or other Transaction Participant.
2.6
ALLOCATION OF COMPLIANCE RESPONSIBILITY
2.6.01
You are solely responsible for determining whether and how the Platform may be used in connection with Your activities, transactions, legal obligations, and compliance requirements. SmartMLS Offers does not provide compliance determinations, legal advice, brokerage services, or regulatory assurances, and disclaims all responsibility for Your compliance decisions or failures.

ARTICLE 3 SOFTWARE LICENSE GRANT

3.1
LICENSE GRANT:
3.1.01
Subject to Your compliance with these Terms, SmartMLS Offers grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use SmartMLS Offers solely for lawful purposes in connection with the preparation, submission, management, review, or communication of real estate Offers and related transaction activities through the Platform.
3.2
LICENSE RESTRICTIONS: You shall not, and shall not permit any third party to
3.2.01
access or use SmartMLS Offers for any purpose other than as expressly permitted under these Terms;
3.2.02
use SmartMLS Offers for the benefit of any third party other than Users, Consumers, or other Transaction Participants involved in legitimate real estate transactions;
3.2.03
sublicense, resell, lease, distribute, make available, or otherwise exploit SmartMLS Offers except as expressly permitted by these Terms;
3.2.04
circumvent, disable, interfere with, or otherwise attempt to bypass any access controls, security measures, usage limits, or technical restrictions of SmartMLS Offers;
3.2.05
use SmartMLS Offers in a manner that violates applicable law, regulation, rule, or professional obligation; or
3.2.06
access or use SmartMLS Offers in any manner that could reasonably be expected to create risk, harm, or liability to SmartMLS Offers, its licensors, or any third party.
3.3
RESERVATION OF RIGHTS
3.3.01
SmartMLS Offers and its licensors retain all rights, title, and interest in and to SmartMLS Offers and all related technology, software, and intellectual property. Except for the limited license expressly granted in these Terms, no rights are granted to You, whether by implication, estoppel, or otherwise.
3.4
SUSPENSION AND ENFORCEMENT
3.4.01
SmartMLS Offers may suspend or restrict Your license to access and/or use SmartMLS Offers, in whole or in part, immediately and, to the extent permitted by applicable law, without prior notice, if SmartMLS Offers reasonably determines that Your access to or use of SmartMLS Offers violates these Terms, creates a security risk, or exposes SmartMLS Offers to potential liability.

ARTICLE 4 LEGAL CAPACITY; AUTHORITY; USER REPRESENTATIONS

4.1
LEGAL CAPACITY AND AUTHORITY
4.1.01
You represent and warrant that You are at least eighteen (18) years of age and have full legal capacity to consent to these Terms. If You access or use SmartMLS Offers on behalf of an entity or organization, You further represent and warrant that You have full authority to bind such entity or organization to these Terms and to all obligations arising from access to and use of SmartMLS Offers.
4.1.02
You acknowledge and agree that SmartMLS Offers relies on the foregoing representations in granting You access to and use of SmartMLS Offers and that any access to or use of SmartMLS Offers without proper authority constitutes a material breach of these Terms.
4.2
AUTHORIZED USE; COMPLIANCE REPRESENTATION
4.2.01
You represent and warrant that all access to and use of SmartMLS Offers by, through, or on behalf of You will be lawful and in compliance with these Terms and all applicable laws, rules, regulations, and professional obligations.
4.2.02
You further represent and warrant that You will not knowingly permit any access to or use of SmartMLS Offers by any individual or entity that lacks legal capacity or authority to participate in the applicable real estate transaction or related activities conducted through the Platform.
4.3
RESPONSIBILITY FOR CREDENTIALS AND ACCESS
4.3.01
You are solely responsible for maintaining the confidentiality and security of any access credentials associated with Your access to and use of SmartMLS Offers. All access to and use of SmartMLS Offers through credentials associated with You shall be deemed authorized by You, whether or not such access or use was expressly approved by You.
4.3.02
SmartMLS Offers has no obligation to verify the identity, authority, or intent of any individual accessing or using SmartMLS Offers through credentials associated with You.
4.4
NO VERIFICATION BY SMARTMLS OFFERS
4.4.01
You acknowledge and agree that SmartMLS Offers does not verify the identity, authority, intent, or legal capacity of any User, Consumer, or other Transaction Participant. You assume all risks associated with unauthorized, mistaken, or fraudulent access to or use of SmartMLS Offers, including without limitation risks arising from misdirected communications, impersonation, unauthorized submissions, or errors by other Users, Consumers, or other Transaction Participants.
4.5
SURVIVAL AND ENFORCEMENT
4.5.01
The representations, warranties, and acknowledgments set forth in this Article 4 are continuing and shall survive suspension and/or termination of Your license to access and/or use SmartMLS Offers and expiration or termination of these Terms.

ARTICLE 5 NO PROFESSIONAL SERVICES; NO TRANSACTION PARTICIPATION

5.1
SOFTWARE APPLICATION ONLY
5.1.01
SmartMLS Offers is a software application only. It provides technology-enabled functionality that permits Users to facilitate real estate Offers through the Platform.
5.1.02
SmartMLS Offers does not provide legal, brokerage, fiduciary, financial, tax, negotiation, or other professional or advisory services of any kind.
5.1.03
You acknowledge and agree that You do not rely on SmartMLS Offers for legal advice, regulatory or compliance determinations, transactional guidance, negotiation strategy, recordkeeping or document retention obligations, or the validity, enforceability, or legal effect of any Offer, contract, document, communication, or transaction.
5.2
NO TRANSACTION PARTICIPATION
5.2.01
SmartMLS Offers is not a party to, and does not participate in, any real estate transaction, negotiation, agreement, contract, Offer, or related communication processed using SmartMLS Offers.
5.2.02
SmartMLS Offers does not review, approve, endorse, validate, interpret, monitor, rank, prioritize, or assume responsibility for the content, accuracy, legality, enforceability, sufficiency, timing, or compliance of any Offer, contract, document, communication, or transaction submitted, transmitted, or managed using the Platform.
5.2.03
All Offers, communications, documents, negotiations, and transaction decisions are determined solely by You and other Users, Consumers, and Transaction Participants, without the advice, involvement, or supervision of SmartMLS Offers.
5.3
NO RELIANCE
5.3.01
You acknowledge and agree that You do not rely on SmartMLS Offers for legal advice, regulatory or compliance determinations, transactional guidance, negotiation strategy, business judgments, or the validity, enforceability, or legal effect of any Offer, contract, document, or transaction.
5.3.02
You further acknowledge and agree that any reliance by You or any other User, Consumer, and other Transaction Participant on Offers, documents, communications, or transaction information processed using SmartMLS Offers is solely at Your own risk and is not attributable to SmartMLS Offers.
5.4
ALLOCATION OF DECISION-MAKING RISK
5.4.01
All decisions regarding the use of SmartMLS Offers, the preparation, submission, review, presentation, approval or acceptance of Offers, and any resulting legal, financial, or transactional obligations or consequences are made solely by You or other Users or Transaction Participants, and not by SmartMLS Offers.

ARTICLE 6 USER RESPONSIBILITIES

6.1
GENERAL RESPONSIBILITIES: You are solely responsible for all aspects of Your access to and use of SmartMLS Offers, including without limitation, the following:
6.1.01
maintaining accurate, current, and complete account, contact, and configuration information associated with Your access to and use of SmartMLS Offers;
6.1.02
monitoring and managing all communications, notices, invitations, alerts, and messages transmitted or generated through SmartMLS Offers and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform for the purpose of executing documents or Conducting Business Electronically in connection with Your use of the Platform;
6.1.03
safeguarding the confidentiality and security of all usernames, passwords, credentials, authentication methods, permissions, and access controls associated with Your access to SmartMLS Offers;
6.1.04
ensuring that You have not opted out, disabled, filtered, blocked by security software, or otherwise restricted delivery of required electronic communications, including email and SMS messages, necessary for the proper operation of SmartMLS Offers and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform;
6.1.05
maintaining all devices, software, systems, and internet connectivity required to access and use SmartMLS Offers and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform;
6.1.06
downloading, saving, retaining, and managing any Offers, documents, communications, or transaction records that You elect or are required to retain for legal, regulatory, business, and/or compliance purposes; and
6.1.07
all activity conducted using credentials, permissions, or access mechanisms issued to or administered by You shall be deemed authorized by You.
6.2
PROHIBITED TECHNICAL MISUSE AND CIRCUMVENTION
6.2.01

You shall not, and shall not permit any third party to, directly or indirectly

  1. attempt to derive, discover, or reconstruct the source code, underlying ideas, algorithms, structure, or organizational form of SmartMLS Offers;
  2. access or use SmartMLS Offers for the purpose of building, benchmarking, or enabling a competing product, service, or offering;
  3. circumvent, disable, interfere with, or attempt to circumvent, disable, or interfere with any technical limitations, access controls, security measures, or usage restrictions of SmartMLS Offers; or
  4. use automated means, including scripts, bots, crawlers, or similar technologies, to scrape, extract, harvest, or collect data or content from SmartMLS Offers, except as expressly authorized in writing by SmartMLS Offers.
6.2.02
Any violation of this Section 6.2 constitutes a material breach of these Terms and may result in immediate suspension or termination of Your license to access and/or use SmartMLS Offers, in addition to any other remedies available at law or in equity.
6.3
INTELLECTUAL PROPERTY RIGHTS; COPYRIGHTED CONTENT AND USER AUTHORIZATION
6.3.01
You represent and warrant that You have all rights, licenses, consents, and authorizations necessary to upload, transmit, submit, send, or otherwise make available any Offer, document, communication, or other content using SmartMLS Offers.
6.3.02
You shall not use SmartMLS Offers to upload, transmit, or make available any document or content that infringes, misappropriates, or otherwise violates any copyright, intellectual property right, proprietary right, or other right of any third party.
6.3.03
SmartMLS Offers does not review, screen, approve, or monitor any content transmitted, submitted or made available using the Platform and has no obligation or responsibility to do so.
6.3.04
SmartMLS Offers does not determine, verify, or validate whether You or any other User, Consumer, or other Transaction Participant has the legal right, license, consent, or authorization to use, transmit, submit, or make available any Offer, document, or other content using SmartMLS Offers. You are solely responsible for ensuring that all such use is authorized and lawful, and You assume all risks and liabilities arising from any unauthorized or infringing use of any copyrighted document or content.
6.3.05
Any violation of this Section 6.3 constitutes a material breach of these Terms.
6.4
PROHIBITED SENSITIVE PERSONAL DATA; SCOPE OF PERMITTED INFORMATION
6.4.01
You acknowledge and agree that SmartMLS Offers may be used in connection with real estate transactions and related documents that necessarily include certain limited personal information, such as names, signatures, and contact information, that is incidental and necessary to the preparation, submission, and management of real estate Offers.
6.4.02

Notwithstanding the foregoing, You shall not upload, transmit, enter, store, or otherwise make available through SmartMLS Offers any of the following information, whether relating to You or any other person or entity:

  1. social security numbers or other government-issued taxpayer or personal identi cation numbers;
  2. dates of birth;
  3. driver’s license numbers, passport numbers, or other government-issued identi cation numbers;
  4. bank account numbers, routing numbers, wire transfer instructions, or other payment or settlement instructions;
  5. credit card numbers, debit card numbers, or other payment card information; or
  6. usernames, passwords, authentication credentials, or similar security information.
6.4.03
SmartMLS Offers is not designed or intended to process, store, or manage the information identified in Section 6.4.02 and does not monitor, screen, review, or validate any data entered, uploaded, transmitted, or otherwise made available by any User, Consumer, or other Transaction Participant.
6.4.04
You are solely responsible for ensuring that no prohibited information is entered or transmitted using SmartMLS Offers. If any such information is nevertheless entered or transmitted, You do so entirely at Your own risk and assume all risks and liabilities arising from any unauthorized access, use, disclosure, transmission, loss, or misuse of such information.
6.4.05
You are solely responsible for ensuring that no prohibited information is entered or transmitted using SmartMLS Sign. If any such information is nevertheless entered or transmitted, You do so entirely at Your own risk and assume all risks and liabilities arising from any unauthorized access, use, disclosure, transmission, loss, or misuse of such information.
6.4.06
Any violation of this Section 6.4 constitutes a material breach of these Terms and may result in immediate suspension or termination of Your license to access and/or use SmartMLS Offers, in addition to any other remedies available at law or in equity.
6.5
RESPONSIBILITY FOR END USERS AND DELEGATED ACCESS
6.5.01
If You invite, authorize, enable, or otherwise facilitate access to SmartMLS Offers by other Users, Consumers, or Transaction Participants, You are solely responsible for such access and use.
6.5.02
You are responsible for determining appropriate access permissions and for ensuring that any such access and use complies with these Terms and all applicable laws, rules, regulations, and professional obligations.
6.6
NO PLATFORM OVERSIGHT OR RESPONSIBILITY
6.6.01
SmartMLS Offers does not supervise, monitor, manage, or control Your use of the Platform or the conduct of any other User, Consumer, or Transaction Participant.
6.6.02
SmartMLS Offers has no responsibility for errors, omissions, misconfigurations, delivery failures, misdirected communications, or misuse arising from Your use of SmartMLS Offers or from the actions or omissions of any other User, Consumer, Transaction Participant, or any third party.

ARTICLE 7 AUTO-FILL AND DATA PRE-POPULATION FEATURES

7.1
AVAILABILITY OF AUTO-FILL FEATURES
7.1.01
SmartMLS Offers may include features that automatically populate, suggest, reuse, or pre-fill data fields in Offers, documents, forms, or other transaction- related records based on information previously entered, provided, imported, or otherwise made available through SmartMLS Offers or integrated systems.
7.2
NO ACCURACY OR COMPLETENESS GUARANTEE
7.2.01
Any auto-filled, pre-populated, suggested, or reused data is provided "as is" and without any representation or warranty as to accuracy, completeness, currency, or suitability for any particular purpose.
7.2.02
SmartMLS Offers does not verify, validate, confirm, or update the accuracy or appropriateness of any auto-populated data, including any data originating from integrated systems, third-party systems, MLS data sources, or prior user inputs.
7.3
INDEPENDENT REVIEW AND VERIFICATION REQUIRED
7.3.01
You acknowledge and agree that You are solely responsible for independently reviewing, verifying, and confirming the accuracy and completeness of all auto-filled or pre-populated data before approving, submitting, transmitting, presenting, accepting, relying on, or otherwise using any Offer, document, communication, or transaction information generated through SmartMLS Offers.
7.4
NO LIABILITY FOR AUTO-POPULATED DATA
7.4.01
SmartMLS Offers disclaims all liability arising from or relating to any reliance on auto-filled, pre-populated, suggested, or reused data, including without limitation any errors, omissions, inaccuracies, outdated information, or resulting damages, losses, disputes, or transaction outcomes.

ARTICLE 8 ELECTRONIC DELIVERY; ACCESS; AND TRANSACTION RISK ALLOCATION

8.1
NO GUARANTEE OF DELIVERY
8.1.01
SmartMLS Offers does not guarantee the delivery, receipt, timeliness, accessibility, or availability of any Offer, document, notice, email, SMS message, or other electronic communication transmitted through or in connection with the use of SmartMLS Offers and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform for the purpose of executing documents or Conducting Business Electronically in connection with Your use of the Platform.
8.1.02
Failure or delay in delivery or receipt of any such communication does not invalidate any Offer, document, or communication and does not create any liability on the part of SmartMLS Offers and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform.
8.2
NO GUARANTEE OF LEGAL SUFFICIENCY OF ELECTRONIC DELIVERY
8.2.01
SmartMLS Offers makes no representation or warranty that electronic delivery of any Offer, document, notice, or communication through SmartMLS Offers satisfies any legal, contractual, regulatory, or disclosure requirement.
8.2.02
Responsibility for determining whether electronic delivery is legally sufficient for any purpose rests solely with You and any other Transaction Participants.
8.3
AUTHENTICATION AND IDENTITY RISK
8.3.01
SmartMLS Offers does not verify the identity, authority, intent, or legal capacity of any individual accessing or using SmartMLS Offers or participating in any real estate transaction activity conducted through the Platform.
8.3.02
You acknowledge and agree that You assume all risks associated with unauthorized, mistaken, or fraudulent access to or use of SmartMLS Offers, including without limitation risks arising from impersonation, credential misuse, misdirected communications, delayed transmissions, system failures, configuration errors, or actions taken by other Users, Consumers or Transaction Participants.
8.4
AVAILABILITY; NO SERVICE LEVELS
8.4.01
SmartMLS Offers and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform may be unavailable at times due to maintenance, outages, system failures, third-party service interruptions, or other factors beyond the control of SmartMLS Offers.
8.4.02
SmartMLS Offers does not guarantee uninterrupted or continuous availability and provides no uptime guarantees, service level commitments, or availability assurances of the Platform and/or any related third-party service, including without limitation, SmartMLS Sign or other Electronic Signature platform.
8.5
ASSUMPTION OF RISK
8.5.01
You expressly assume all risks associated with electronic delivery, system availability, third-party transmission systems and service providers, and reliance on any Offer, document, communication, or transaction information transmitted through SmartMLS Offers.

ARTICLE 9 THIRD-PARTY CONTENT; USERS; AND TRANSACTION PARTICIPANTS

9.1
NO CONTROL OR ENDORSEMENT OF THIRD-PARTY CONTENT
9.1.01
SmartMLS Offers does not control, create, endorse, verify, approve, or assume responsibility for any Offers, documents, content, data, communications, or materials provided, transmitted, uploaded, or generated by You, any other User, Consumer, Transaction Participant, or any other third party through SmartMLS Offers.
9.2
NO RESPONSIBILITY FOR ACTS OR OMISSIONS OF OTHERS
9.2.01
SmartMLS Offers is not responsible or liable for the acts, omissions, conduct, errors, misrepresentations, or compliance failures of any User, Consumer, Transaction Participant, or other third party.
9.2.02
All Offers, communications, interactions, negotiations, and transactions facilitated through SmartMLS Offers occur solely between You and one or more other Users, Consumers, Transaction Participants, or other third parties, without involvement by SmartMLS Offers.
9.3
ATTRIBUTION OF CONTENT AND COMMUNICATIONS
9.3.01
All Offers, documents, data, communications, and other content transmitted or processed using SmartMLS Offers are attributed solely to the applicable originating User, Consumer, Transaction Participant, or other submitting party and not to SmartMLS Offers.
9.3.02
SmartMLS Offers makes no representations regarding, and disclaims all responsibility for, the accuracy, completeness, legality, enforceability, or effect of any such content, communications, or transaction-related information.

ARTICLE 10 SUSPENSION AND TERMINATION

10.1
SUSPENSION OR TERMINATION OF LICENSE
10.1.01

SmartMLS Offers may suspend, restrict, or terminate Your license to access and/or use SmartMLS Offers, in whole or in part, at any time, with or without prior notice to the extent permitted by applicable law, if SmartMLS Offers reasonably determines that:

  1. You have violated or may violate these Terms;
  2. Your use of SmartMLS Offers creates or may create risk, harm, or liability to SmartMLS Offers, its licensors, or any third party;
  3. suspension or termination is necessary to protect the security, integrity, or availability of SmartMLS Offers; or
  4. SmartMLS Offers, in its sole discretion, elects to discontinue or modify SmartMLS Offers or any portion thereof.
10.2
EFFECT OF SUSPENSION OR TERMINATION: Upon suspension or termination of Your license to access and/or use SmartMLS Offers
10.2.01
all licenses and rights granted to You under these Terms shall immediately cease to the extent specified by SmartMLS Offers;
10.2.02
you shall immediately discontinue all access to and use of SmartMLS Offers to the extent required by the suspension or termination; and
10.2.03
SmartMLS Offers shall have no obligation to maintain, provide access to, retrieve, restore, or deliver any Offers, documents, communications, data, or other content associated with Your use of SmartMLS Offers.
10.3
NO LIABILITY FOR SUSPENSION OR TERMINATION
10.3.01
SmartMLS Offers shall not be liable to You or any User, Consumer, Transaction Particpant, or any third party for any suspension, restriction, or termination of Your license to access and/or use SmartMLS Offers, including without limitation any resulting loss of data, interruption of business, loss of access, or inability to submit, review, or complete Offers and/or other transactions.
10.4
SURVIVAL OF SUSPENSION AND TERMINATION PROVISIONS
10.4.01
Suspension and/or termination of Your license to access and/or use SmartMLS Offers shall not affect the validity of any Offer, document, communication, or agreement executed or transmitted prior to such suspension or termination, and shall not limit any rights or remedies of SmartMLS Offers that accrued prior to or survive such suspension or termination.

ARTICLE 11 INTELLECTUAL PROPERTY

11.1
OWNERSHIP OF SMARTMLS OFFERS
11.1.01
SmartMLS Offers, including all code, software, technology, systems, algorithms, interfaces, user interfaces, workflows, designs, databases, configurations, updates, enhancements, documentation, trademarks, service marks, logos, and all related intellectual property and proprietary rights, is and shall remain the exclusive property of SmartMLS Offers and its licensors.
11.1.02
Nothing in these Terms transfers or conveys to You any ownership interest in SmartMLS Offers or any related intellectual property.
11.2
LIMITED LICENSE; RESERVATION OF RIGHTS
11.2.01
Except for the limited, revocable license expressly granted to You under Article 3, no additional rights are granted to You under these Terms, whether by implication, estoppel, exhaustion, or otherwise.
11.2.02
All rights not expressly granted to You are expressly reserved by SmartMLS Offers and its licensors.
11.3
USER FEEDBACK AND SUGGESTED PRODUCT IMPROVEMENTS
11.3.01
If You provide SmartMLS Offers with any feedback, suggestions, ideas, or input regarding SmartMLS Offers, including without limitation any proposed features, enhancements, or functionality (collectively, "Feedback"), whether provided directly, indirectly, or relating to Your use of SmartMLS Offers, You grant SmartMLS Offers and its licensors a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use, modify, incorporate, and exploit such Feedback for any purpose, including without limitation in connection with the operation, improvement, and development of SmartMLS Offers and related products and services, without obligation or compensation to You.
11.4
NO RIGHTS IN THIRD-PARTY CONTENT
11.4.01
Nothing in these Terms grants SmartMLS Offers any ownership interest in, or responsibility for, any Offers, documents, data, communications, content, or materials provided by You, other Users, Consumers, Transaction Participants, or any other third party.
11.4.02
All such content remains the responsibility of You or the applicable originating User, Consumer, Transaction Participant, or other submitting party, subject only to the limited, non-exclusive, and technical licenses necessary for SmartMLS Offers to operate and provide access to the software application.

ARTICLE 12 DISCLAIMER OF WARRANTIES

12.1
AS-IS; AS-AVAILABLE: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMARTMLS OFFERS IS PROVIDED "AS IS" AND "AS AVAILABLE". EXCEPT TO THE EXTENT THAT WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, SMARTMLS OFFERS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
12.2
NO IMPLIED WARRANTIES: EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SMARTMLS OFFERS SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
12.3
NO PERFORMANCE OR RELIABILITY WARRANTIES: SMARTMLS OFFERS DOES NOT WARRANT THAT
12.3.01
SMARTMLS OFFERS WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
12.3.02
ANY DEFECTS, BUGS, OR ERRORS WILL BE CORRECTED;
12.3.03
SMARTMLS OFFERS WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; OR
12.3.04
ANY OFFERS, DOCUMENTS, DATA, COMMUNICATIONS, OR OTHER INFORMATION PROCESSED, DISPLAYED, OR TRANSMITTED USING SMARTMLS OFFERS WILL BE ACCURATE, COMPLETE, LEGAL, ENFORCEABLE, TIMELY, OR RELIABLE.
12.4
USER ACKNOWLEDGMENT
12.4.01
YOU ACKNOWLEDGE AND AGREE THAT YOU ACCESS AND USE SMARTMLS OFFERS AT YOUR OWN RISK AND THAT YOU HAVE NOT RELIED ON ANY REPRESENTATION, WARRANTY, OR STATEMENT NOT EXPRESSLY SET FORTH IN THESE TERMS.

ARTICLE 13 LIMITATION OF LIABILITY

13.1
EXCLUSION OF CERTAIN DAMAGES
13.1.01
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, IN NO EVENT SHALL SMARTMLS OFFERS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF SMARTMLS OFFERS OR THESE TERMS, EVEN IF SMARTMLS OFFERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.1.02
NOTHING IN THIS ARTICLE 13 LIMITS OR EXCLUDES YOUR RESPONSIBILITY OR LIABILITY ARISING FROM ANY BREACH OF ARTICLE 6, INCLUDING WITHOUT LIMITATION SECTIONS 6.2 (PROHIBITED TECHNICAL MISUSE AND CIRCUMVENTION) AND 6.3 (INTELLECTUAL PROPERTY RIGHTS; COPYRIGHTED CONTENT AND USER AUTHORIZATION).
13.1.03
THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS ARTICLE 13 APPLY SOLELY TO CLAIMS AGAINST SMARTMLS OFFERS AND ITS LICENSORS AND DO NOT LIMIT YOUR RESPONSIBILITY OR LIABILITY FOR ANY UNAUTHORIZED, UNLAWFUL, OR INFRINGING USE OF SMARTMLS OFFERS, INCLUDING WITHOUT LIMITATION ANY INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS ARISING FROM CONTENT, OFFERS, DOCUMENTS, OR DATA USED, TRANSMITTED, OR MADE AVAILABLE BY, THROUGH, OR ON YOUR BEHALF.
13.2
AGGREGATE LIABILITY CAP
13.2.01
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMARTMLS OFFERS’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF SMARTMLS OFFERS OR THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO SMARTMLS OFFERS FOR ACCESS TO SMARTMLS OFFERS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF NO SUCH AMOUNTS WERE PAID, ZERO ($0.00) DOLLARS.
13.3
BASIS OF THE BARGAIN
13.3.01
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 13 ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SMARTMLS OFFERS AND THAT SMARTMLS OFFERS WOULD NOT PROVIDE YOU A LICENSE TO ACCESS OR USE SMARTMLS OFFERS WITHOUT SUCH LIMITATIONS.
13.4
APPLICATION; LIMITATIONS AND EXCLUSIONS
13.4.01
THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS ARTICLE 13 APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

ARTICLE 14 INDEMNIFICATION

14.1
INDEMNIFICATION OBLIGATION
14.1.01

To the extent permitted by applicable law, You agree to indemnify, defend, and hold harmless SmartMLS Offers, its licensors and its affiliates, and each of their respective officers, directors, employees, and agents (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

  1. Your access to and/or use of SmartMLS Offers;
  2. any Offers, documents, content, data, communications, con gurations, permissions, invitations, negotiations, or transactions created, transmitted, administered, or facilitated by, through, or on Your behalf;
  3. any actual or alleged violation of these Terms or any applicable law, rule, regulation, or professional obligation by You or any other User, Consumer, Transaction Participant, or other third party person or entity accessing SmartMLS Offers through You or on your behalf;
  4. any dispute, claim, or action brought by any User, Consumer, Transaction Participant, regulator, or other third party relating to Your use of SmartMLS Offers;
  5. any claim, demand, action, or proceeding arising out of or relating to Your breach of Section 6.2 (PROHIBITED TECHNICAL MISUSE AND CIRCUMVENTION), including any unauthorized scraping, circumvention, competitive benchmarking, enabling a competing product, service, or Offering, or any other misuse of SmartMLS Offers;
  6. any actual or alleged infringement, misappropriation, or violation of any copyright, intellectual property right, proprietary right, or other right of any third party arising from or relating to any Offer, document, content, or data uploaded, transmitted, or otherwise made available by, through, or on behalf of You through SmartMLS Offers, including any matters arising under Section 6.3 (INTELLECTUAL PROPERTY RIGHTS; COPYRIGHTED CONTENT AND USER AUTHORIZATION); or
  7. any actual or alleged violation of Section 6.4 (PROHIBITED SENSITIVE PERSONAL DATA; SCOPE OF PERMITTED INFORMATION), including without limitation any claim, demand, action, investigation, inquiry, enforcement action, ne, penalty, assessment, or liability arising out of or relating to the unauthorized entry, transmission, disclosure, storage, use, loss, or misuse of prohibited sensitive personal data, nancial information, wire transfer instructions, or other information expressly prohibited under these Terms by or on behalf of You.
14.2
DEFENSE AND CONTROL
14.2.01
SmartMLS Offers may, at its option, assume control of the defense of any indemnified claim, provided that You are not required to indemnify SmartMLS Offers for any settlement or judgment, to the extent prohibited by applicable law. You agree to reasonably cooperate in the defense of any such claim.
14.3
SURVIVAL OF INDEMNIFICATION OBLIGATIONS
14.3.01
This Article 14 shall survive any suspension and/or termination of Your license to access and/or use SmartMLS Offers and/or the expiration or termination of these Terms, to the extent permitted by applicable law.

ARTICLE 15 DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER

15.1
MANDATORY BINDING ARBITRATION
15.1.01
Except as expressly set forth in Section 15.6 (EQUITABLE RELIEF; INTELLECTUAL PROPERTY PROTECTION), You acknowledge and agree that any dispute, claim, or controversy arising out of or relating to these Terms, Your access to or use of SmartMLS Offers, any Offers, documents, communications, or transactions facilitated through SmartMLS Offers, or the relationship between You and SmartMLS Offers shall be resolved exclusively and finally by binding arbitration, and not by a court of law, except as expressly permitted under this Article 15.
15.2
ARBITRATION RULES AND FORUM
15.2.01
The arbitration shall be administered by the American Arbitration Association ("AAA") and conducted in accordance with its Consumer Arbitration Rules then in effect, except as modified by these Terms.
15.2.02
The arbitration shall be conducted before a single arbitrator. Unless the parties agree otherwise, the arbitration shall be seated in the State of Connecticut, and procedurally and substantively Connecticut law shall govern the arbitration proceedings, subject to the Federal Arbitration Act.
15.3
INDIVIDUAL PROCEEDINGS ONLY; CLASS ACTION WAIVER
15.3.01
YOU AND SMARTMLS OFFERS AGREE THAT ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
15.3.02
YOU WAIVE ANY RIGHT TO BRING, PARTICIPATE IN, OR RECOVER RELIEF IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, WHETHER IN ARBITRATION OR OTHERWISE.
15.3.03
THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR AWARD RELIEF TO ANY PERSON OTHER THAN THE INDIVIDUAL PARTY SEEKING RELIEF.
15.4
WAIVER OF JURY TRIAL
15.4.01
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SMARTMLS OFFERS HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR SMARTMLS OFFERS.
15.5
DELEGATION OF AUTHORITY
15.5.01
The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this Article 15 is void or unenforceable.
15.6
EQUITABLE RELIEF; INTELLECTUAL PROPERTY PROTECTION
15.6.01
Notwithstanding the foregoing, SmartMLS Offers or its licensors may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or address misuse, security violations, or infringement or misappropriation of intellectual property.
15.7
SURVIVAL OF DISPUTE RESOLUTION PROVISIONS
15.7.01
This Article 15 shall survive any suspension and/or termination of Your license to access and/or use SmartMLS Offers and/or the expiration or termination of these Terms, to the extent permitted by applicable law.

ARTICLE 16 GOVERNING LAW; EXCLUSIVE FORUM; VENUE; JURISDICTION

16.1
GOVERNING LAW
16.1.01
Except as expressly governed by the Federal Arbitration Act with respect to arbitration, these Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, Your access to or use of SmartMLS Offers, or the relationship between You and SmartMLS Offers, shall be governed by and construed in accordance with the substantive and procedural laws of the State of Connecticut, without regard to its conflict of laws principles.
16.2
EXCLUSIVE FORUM FOR NON-ARBITRABLE MATTERS
16.2.01
To the extent that any dispute, claim, action, or controversy is not subject to mandatory arbitration under Article 15, or to the extent court proceedings are expressly permitted under these Terms (including actions for injunctive or equitable relief pursuant to Section 15.6), such action shall be brought exclusively in the state or federal courts located within the State of Connecticut.
16.2.02
No party may commence or maintain any such action in any other forum or jurisdiction, whether for declaratory relief, injunctive relief, or otherwise.
16.3
CONSENT TO JURISDICTION AND VENUE; WAIVER OF OBJECTIONS
16.3.01
You irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located within the State of Connecticut for all actions described in Section 16.2.
16.3.02
You irrevocably waive any objection to the laying of venue in such courts, including any claim that such forum is inconvenient, improper, lacks jurisdiction, or is an improper venue, inconvenient forum, or forum non conveniens.
16.4
ANTI-SUIT; NO PARALLEL PROCEEDINGS
16.4.01
You agree that You will not commence, participate in, or maintain any action, proceeding, or claim in any forum outside the State of Connecticut with respect to any matter subject to Section 16.2.
16.4.02
You further agree not to seek or obtain any ruling, order, or judgment from any court or tribunal outside the State of Connecticut that would interfere with, restrain, delay, or contradict proceedings properly brought in the courts specified in this Article 16 or arbitration conducted pursuant to Article 15.
16.5
ANTI-CIRCUMVENTION; COORDINATION WITH ARBITRATION
16.5.01
You agree that no dispute may be brought in any forum or jurisdiction except as expressly permitted by Article 15 and this Article 16. The initiation, maintenance, or prosecution of any action in a forum other than those specified herein shall constitute a material breach of these Terms.
16.5.02
Nothing in this Article 16 shall be construed to limit, undermine, waive, or otherwise impair the enforceability of the binding arbitration agreement, delegation provision, class action waiver, or jury trial waiver set forth in Article 15.
16.6
EQUITABLE RELIEF ENFORCEMENT
16.6.01
You acknowledge and agree that the courts specified in Section 16.2 are the proper and exclusive forum for enforcement of Section 15.6 (EQUITABLE RELIEF; INTELLECTUAL PROPERTY PROTECTION).
16.6.02
You further acknowledge and agree that misuse of SmartMLS Offers, security violations, or infringement or misappropriation of intellectual property would cause irreparable harm for which monetary damages would be inadequate, and that injunctive or equitable relief is an appropriate and necessary remedy in such circumstances.
16.7
SURVIVAL OF GOVERNING LAW AND FORUM PROVISIONS
16.7.01
This Article 16 shall survive any suspension and/or termination of Your license to access and/or use SmartMLS Offers and/or the expiration or termination of these Terms.

ARTICLE 17 AMENDMENTS; UPDATES; CONTINUED ACCEPTANCE

17.1
RIGHT TO AMEND; SCOPE OF AMENDMENTS
17.1.01
SmartMLS Offers reserves the right, in its sole discretion, to modify, amend, update, revise or replace these Terms, in whole or in part, at any time.
17.1.02
Such modifications may include, without limitation, changes to provisions governing access to and use of SmartMLS Offers, licensing, permitted uses, risk allocation, limitations of liability, indemnification, dispute resolution, arbitration, class action waivers, jury trial waivers, forum selection, and governing law.
17.2
EFFECTIVE UPON POSTING
17.2.01
Unless otherwise expressly stated by SmartMLS Offers, any modification, amendment, update, revision to, or replacement of these Terms shall be effective immediately upon posting the revised or replaced Terms within SmartMLS Offers or otherwise making them available in connection with Your access to or use of SmartMLS Offers.
17.3
By continuing to access or use SmartMLS Offers after the effective date of any modification, amendment, update, revision to, or replacement of these Terms, You acknowledge and agree that such continued access or use constitutes Your acceptance of the Terms as then in effect.
If You do not agree to any modification, amendment, update, revision to, or replacement of these Terms, You must immediately discontinue access to and use of SmartMLS Offers.
17.4
NO OBLIGATION TO PROVIDE NOTICE
17.4.01
SmartMLS Offers has no obligation to provide notice of any modification, amendment, update, revision to, or replacement of these Terms.
17.4.02
You acknowledge and agree that SmartMLS Offers does not maintain, control, or have an obligation to maintain current or reliable contact information for Users, Transaction Participants, or other persons accessing or using SmartMLS Offers, and that SmartMLS Offers may have no direct or ongoing relationship with You.
17.4.03
Accordingly, You are solely responsible for reviewing the then-current version of the Terms prior to accessing or using SmartMLS Offers. Failure to review the Terms does not relieve You of Your obligation to comply with the Terms as modified, amended, updated, revised, or replaced.
17.5
APPLICABILITY TO DISPUTE RESOLUTION AND RISK ALLOCATION PROVISIONS
17.5.01
You acknowledge that modifications to these Terms may include changes to provisions governing dispute resolution, arbitration, class action waivers, jury trial waivers, forum selection, governing law, limitations of liability, and indemnification.
17.5.02
Any such modifications shall apply prospectively and to the maximum extent permitted by applicable law.
17.5.03
Nothing in this Article 17 shall be construed to limit or undermine the enforceability of Article 15.
17.6
VERSION CONTROL; GOVERNING VERSION
17.6.01
The version of the Terms in effect at the time You accept or use SmartMLS Offers shall govern Your use, unless a later modification is expressly stated to apply retroactively and such retroactive application is permitted by applicable law.
17.7
SURVIVAL OF AMENDMENTS; UPDATES; CONTINUED ACCEPTANCE PROVISIONS
17.7.01
This Article 17 shall survive any suspension or termination of Your license to access and/or use SmartMLS Offers and/or the expiration or termination of these Terms, to the extent permitted by applicable law.

ARTICLE 18 GENERAL PROVISIONS

18.1
SEVERABILITY
18.1.01
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
18.2
ASSIGNMENT
18.2.01
You may not assign, transfer, delegate, or otherwise convey these Terms, in whole or in part, whether voluntarily, involuntarily, by operation of law, merger, consolidation, change of control, reorganization, asset sale, or otherwise, without the prior express written consent of SmartMLS Offers.
18.2.02
SmartMLS Offers may assign, transfer, delegate, or otherwise convey these Terms, in whole or in part, without restriction, including in connection with any merger, consolidation, reorganization, sale of assets, change of control, or similar transaction.
18.2.03
Any attempted assignment or transfer in violation of this Section 18.2 shall be null, void, and of no force or effect.
18.3
NO WAIVER
18.3.01
The failure by SmartMLS Offers to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, nor shall any waiver be deemed a continuing waiver of any subsequent breach.
18.3.02
Any waiver must be expressly made in writing and signed by a duly authorized representative of SmartMLS Offers.
18.4
ENTIRE AGREEMENT
18.4.01
These Terms, together with any documents expressly incorporated by reference, including without limitation the SmartMLS Offers Privacy Policy, constitute the entire agreement between You and SmartMLS Offers regarding Your access to and use of SmartMLS Offers and supersede all prior or contemporaneous agreements, understandings, or communications relating to the subject matter hereof. Separate terms, disclosures, and agreements may apply to any third-party or affiliated services, including SmartMLS Sign, that may be accessed or used in connection with transactions initiated through SmartMLS Offers.
18.5
RELATIONSHIP OF THE PARTIES
18.5.01
Nothing in these Terms shall be deemed or construed to create any partnership, joint venture, agency, fiduciary, employment, or similar relationship between You and SmartMLS Offers. Neither party has any authority to act for, bind, or assume any obligation on behalf of the other, and nothing in these Terms shall be deemed to confer any right, power, or authority to control or direct the conduct of the other.
18.6
FORCE MAJEURE
18.6.01
SmartMLS Offers shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, war, terrorism, labor disputes, governmental actions, failures of utilities or communications network outages, or any failure of any third-party service provider.
18.7
HEADINGS; INTERPRETATION
18.7.01
Section headings are provided for convenience only and shall not affect the interpretation of these Terms. The words "including" and "without limitation" shall be construed as illustrative and not limiting.
18.8
ELECTRONIC FORM; EXECUTION
18.8.01
These Terms are entered into and consented to electronically. Your electronic acceptance, access to, or use of SmartMLS Offers constitutes execution of these Terms and has the same legal effect as a handwritten signature.
18.9
SURVIVAL
18.9.01
Any provision of these Terms which by its nature or intent should survive termination or expiration of these Terms shall survive, including without limitation Articles 5, 8, 10, 11, 12, 13, 14, 15, 16, 17, and 18.

ARTICLE 19 CONTACT INFORMATION; COMMUNICATIONS; LEGAL NOTICES

19.1
CONTACT; SCOPE OF COMMUNICATIONS
19.1.01
Questions regarding these Terms or the operation of SmartMLS Offers as a software application may be directed to SmartMLS Offers at the following email address: smartmlsoffers@smartmls.com.
19.2
TRANSACTION-RELATED INQUIRIES
19.2.01
All questions, requests, or communications relating to any Offer, negotiation, document, transaction, content, or the substance, accuracy, legality, or effect thereof, including without limitation questions regarding Offer terms, required actions, deadlines, corrections, or acceptance of an Offer, must be directed solely to the applicable Users, Transaction Participants, brokers, agents, or other counterparties involved in the transaction, and not to SmartMLS Offers.
19.2.02
SmartMLS Offers does not review, manage, interpret, or respond to inquiries regarding the content, terms, status, or legal effect of any Offer, negotiation, document, or transaction and disclaims all responsibility for such matters.
19.3
NO LEGAL NOTICE; NO SERVICE OF PROCESS
19.3.01
Communications sent to SmartMLS Offers under this Article 19 are for informational purposes only and shall not constitute legal notice, service of process, or formal notice under these Terms or applicable law, unless expressly stated otherwise by SmartMLS Offers in writing.
19.3.02
Nothing in this Article 19 designates or authorizes email or other informal communications as a method for providing legal notice to SmartMLS Offers.
19.3.03
Any legal notice or service of process must be effected solely through the formal dispute resolution mechanisms set forth in Articles 15 and 16, as applicable.
Version 01.01.001
Active March 18, 2026