LAST MODIFIED: 6/16/2021
1. THESE TERMS GOVERN USE OF THE SERVICE
YOU HEREBY COVENANT TO ENSURE THAT ALL USERS THAT GAIN ACCESS TO THE C2C PLATFORM AND/OR THE SERVICE FROM YOU ARE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, THEN DO NOT CLICK “I ACCEPT” AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.
THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND C2C ARBITRATE CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS. SEE SECTION 15 BELOW.
2. ABOUT THE SERVICE
The Service provides the software to track certain aspects of real estate transactions, but C2C is not responsible or liable for any part of those transactions.
3. ELIGIBILITY, ACCOUNTS AND REGISTRATION
By registering for and using the Service, you understand, represent and warrant that:
We may, in our sole discretion, refuse to offer the Service to any person or entity and to change the criteria for eligibility at any time. The right to access the Service is revoked where use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule, or regulation. Unless agreed to in writing by C2C, the Service is offered only for your use and not for the use or benefit of any third party; and in any event, each person receiving the benefit of the Service must agree to and abide by these Terms of Service as a condition to our obligations.
The Service is controlled and offered by us from our facilities in the United States of America. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so understanding this limitation and are responsible for compliance with local law. By providing information in connection with the Service, you consent to the transfer of your information to, and storage of your information in, the United States, the laws of which may not be as stringent as the laws of the country in which you reside.
4. USER CONDUCT AND RESTRICTIONS ON USE OF THE SERVICE
Your permission to use the Service is conditioned upon the following restrictions: By registering for and/or using the Service, you agree that you will not under any circumstances:
5. FEES AND PAYMENT
The Service currently is subscription-based, requiring payment in advance for set periods of access to the Service (“Subscription”), but we reserve the right to implement other pricing models in the future. You agree to pay all applicable fees in connection with your Subscription including any applicable taxes that we do not collect on your behalf. All fees are in U.S. dollars and are non-refundable.
When you activate a Subscription, you authorize us to periodically charge to your credit card, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. You agree that we may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase, and that we are not required to send you any advance notice or confirmation that your credit card has been charged. Our authorized third-party payment processors will charge the payment method you specified at the time of purchase or as agreed to as part of the Service.
You also agree that we may update your credit card information, including expiration date and card number, due to information received under account updater programs created by the payment networks. We may reflect these changes to your stored payment information to prevent payment failure or service termination. Cards issued by certain banks may not be eligible; contact your card issuer for details. Current fees for individual Subscriptions will be posted on our website, but special fee arrangements (e.g., enterprise fees) will not be posted.
We do not store credit card information nor will we directly process or receive any credit card payments in connection with purchases made through the C2C site. Information entered on any checkout page will be directly transmitted to and processed by Stripe, Inc., or other third-party payment processor. The processing of your payment will be subject to the terms, conditions and privacy policies of such payment processor. We do not control, and cannot be held liable for, the security or performance of such payment processor and hereby expressly disclaim any and all liability with respect to the credit card processing to be performed such payment processor.
In all instances, you will be responsible for payment of any and all fees and taxes which may be owed to any third-party vendor by you through the use of the Services. We expressly disclaim any responsibility for changes related to pricing from any third-party vendor. In some states, we may collect any applicable sales tax amount from you and pay this to the relevant tax authority as required by law.
The Subscription will continue unless and until you cancel your Subscription or we terminate it. If we are unable to charge a payment to your credit card or are otherwise unable to obtain payment for the Service when due, we can immediately suspend or terminate your access to the Service until we receive payment from you. You must cancel your Subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic Subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel a Subscription as explained in Section 9 below.
We reserve the right to modify our fees at any time for any reason upon notice to you, through posting on our website or notification by email. Any increase in fees will be prospective only, beginning with the next subscription period. If you do not accept the changes, we may discontinue providing the all or part of the Service to you.
We may from time to time add offerings or services for which we may charge additional fees. We will not charge you for such additional offerings or services without first obtaining your consent.
6. USER CONTENT
All transaction information and other data and content added, created, uploaded, submitted, distributed, or posted in connection with the Service or otherwise provided by you and other users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to- date, and in compliance with all applicable laws, rules, and regulations.
By submitting User Content through the Service, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable, and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Service and our (and our successors’ and assigns’) businesses, including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your cancellation or termination of your account or the Service. You also hereby do and shall grant each user of the Service authorized by you a non-exclusive, perpetual license to access your User Content through the Service. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including, without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
7. THIRD-PARTY CONTENT AND LINKS
As part of the Service, we may provide you with convenient links to third party website(s) (“Third-Party Sites”), as well as software, applications, content and items belonging to or originating from third parties (“Third-Party Materials”). These links are provided as a courtesy to Service subscribers. C2C has no control over Third-Party Sites and Third-Party Materials or the promotions, materials, information, goods or services available on or from those Third-Party Sites or Third-Party Materials; C2C does not investigate, monitor or review such Third-Party Sites or Third-Party Materials for accuracy, appropriateness, or completeness, and is not responsible for any Third-Party Sites accessed through our Site or for any Third-Party Materials posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third-Party Sites or the Third-Party Materials. By including, linking to or permitting the use or installation of any Third-Party Site or any Third-Party Materials, C2C does not approve or endorse their use. If you decide to leave the Site and access the Third-Party Sites or to use or install any Third-Party Materials, you do so at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
8. INTELLECTUAL PROPERTY
The Service is owned and operated by C2C Solutions Inc. The user interfaces, design, information, data, code, products, software, graphics and all other elements of the Service (the “C2C Materials”) that we provide are protected by intellectual property and other laws and are the property of the C2C. Except as expressly allowed by these Terms, you may not make use of the C2C Materials, and C2C reserves all rights to the C2C Materials not granted expressly in these Terms. You agree that these provisions on intellectual property includes prohibitions on any competition that violates those provisions, including starting your own competing website or business.
C2C, Contract2Close and the Service are protected by copyright, trademark, patent and other laws of both the United States and foreign countries. The Service and all associated content (including any derivatives of or enhancements to the same), and all intellectual property rights to the same (including trademarks, service marks, trade names, trade dress), that appear in connection with the Service, are owned by or licensed to C2C.
The Service is licensed, not sold, to you by C2C only for use under these Terms. You do not acquire any right, title or interest in or to the Service or any associated content other than the limited license granted to you by these Terms. C2C does not grant you any rights to use any of its trademarks, logos, domain names, or other brand features. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms.
Subject to these Terms of Service, we grant each authorized user of the Service a non- exclusive, non-sublicensable, and non-transferable license to access and use the Service and access, download, and display locally, all Content therein solely for the purposes authorized by these Terms. Any reproduction, modification, distribution, storage, or other use of the Service, or any content therein, for any other purpose is expressly prohibited without prior written permission from us. You shall not sell, license, rent, share, publish, or otherwise use or exploit any content outside the Service for other commercial use, in connection with the provision of services to a third party, or in any way that violates any third party right.
You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the C2C site, nor modify, translate or create derivative works of our site and Service, without receiving our prior written permission. Copyright notices must be retained on the transmitted or printed items. The Copyright Act (17 U.S.C.A. 107) fair use provision may allow additional uses. We appreciate it when users send us feedback, but you agree that if you send us any feedback, comments, or suggestions then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use those submissions in any manner and for any purpose, including the improve the Service or create other products and services.
9. TERMINATION OF SERVICE
You may cancel your account and use of the Service at any time by using the “cancel subscription” button in the account payment details section of the app or by emailing us at email@example.com. Cancellation will be effective three (3) business days after we receive such notice. Upon termination, your Subscription will automatically end and you must stop using the Service. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service.
We may terminate your account and use of the Service as provided in “Fees and Payment” above. If you violate any provision of these Terms, your permission from C2C to use the Service will terminate automatically. In addition, we may, in our sole discretion, deactivate, suspend, or terminate your access to your account and the Service at any time for any reason, with or without notice. We may alter, suspend or discontinue the Service, in whole or in part, without notice. We will not be liable whatsoever for any change to the Service or any suspension or termination of your access to, or use of the Service.
We reserve the right to change these Terms at any time in our sole discretion on a going- forward basis. We will notify you of any material changes to these Terms through posting on our website or notification by email. Your continued use of the Service after the effectiveness of such changes will constitute acceptance of, and agreement to, any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms. You are responsible for regularly reviewing these Terms.
We will strive to prevent unauthorized access to your personal information; however, no data transmission over the Internet, by wireless device or over the air is guaranteed to be 100% secure. We do not assume any responsibility for the information that you post and you release us from any and all liability in connection with the use of such information.
We may disclose your information (including your personally identifiable information) if required to do so by law or subpoena. We may also disclose your information to our legal counsel, governmental authorities or law enforcement if we believe that it is reasonably necessary to do so in order to comply with a law or regulation; to protect the safely of any person; to address fraud, security or technical issues; or to protect C2C Solutions Inc.
By providing information in connection with the Service, you consent to the transfer of your information to, and storage of your information in, the United States, the laws of which may not be as stringent as the laws of the country in which you reside.
We can amend these Terms at any time and will update these Terms in the event of any such amendments. We will notify you of material changes to these Terms in advance, either by posting a notice on our Site or by providing notice to you be email. By continuing to use the Site after such notice, you agree to our revisions to these Terms.
C2C reserves all its rights under these Terms and applicable law. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of C2C. Either party’s failure to enforce any particular provision or provisions of these Terms or any applicable law shall not be construed as our waiver of the right to enforce that same or any other provision(s) under the same or different circumstances at any time in the future.
12. NO WARRANTIES
13. LIMITATION OF DAMAGES; RELEASE
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You agree to indemnify, defend, and hold harmless the C2C Parties from and against any and all claims, demands, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) made by any third party due to or arising out of: (a) your access to or use of the Service; (b) your breach of these Terms; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any content you upload to, or otherwise make available through, the Service; (f) your willful misconduct; and (g) any other party’s access to or use of the Service using your account and password. The C2C Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to corporate with the C2C Parties’ defense of that claim.
15. ARBITRATION CLAUSE AND CLASS ACTION WAIVER
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS
YOU AGREE THAT, EXCEPT SOLELY AS TO CLAIMS SEEKING INJUNCTIVE RELIEF FOR ALLEGED INFRINGEMENTS OR VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS, ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICE, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. THIS DISPUTE RESOLUTION PROVISION WILL BE GOVERNED BY THE FEDERAL ARBITRATION ACT AND NOT BY ANY STATE LAW CONCERNING ARBITRATION. IN THE EVENT THE AMERICAN ARBITRATION ASSOCIATION IS UNWILLING OR UNABLE TO SET A HEARING DATE WITHIN ONE HUNDRED AND SIXTY (160) DAYS OF FILING THE CASE, THEN EITHER WE OR YOU CAN ELECT TO HAVE THE ARBITRATION ADMINISTERED INSTEAD BY THE JUDICIAL ARBITRATION AND MEDIATION SERVICES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. ANY PROVISION OF APPLICABLE LAW NOTWITHSTANDING, THE ARBITRATOR WILL NOT HAVE AUTHORITY TO AWARD DAMAGES, REMEDIES, OR AWARDS THAT CONFLICT WITH THESE TERMS OF SERVICE.
NEITHER YOU NOR WE WILL PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION FOR ANY CLAIMS COVERED BY THESE TERMS OF SERVICE. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. YOU ALSO AGREE NOT TO PARTICIPATE IN CLAIMS BROUGHT IN A PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR CONSOLIDATED CLAIMS INVOLVING ANOTHER PERSON’S ACCOUNT, IF WE ARE A PARTY TO THE PROCEEDING.
CLAIMS SEEKING INJUNCTIVE RELIEF FOR ALLEGED INFRINGEMENT OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS MAY BE BROUGHT IN THE FEDERAL COURT LOCATED IN PIMA COUNTY, ARIZONA.
16. AVAILABILITY OF THE SERVICE
We try our best to have the Service available 24 hours a day,7 days a week. There may still be times when the Service is unavailable for routine maintenance, to correct technical difficulties, or for some other reason. Availability of the Service is subject to change at any time in our sole discretion. C2C is not liable for losses or damages caused by or arising from the unavailability of the Service for any reason.
17. FORCE MAJEURE
We shall not be liable for any failure to perform our obligations under these Terms or applicable law where such failure results from any cause beyond our control, including, but not limited to acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), disease, epidemic or pandemic, quarantine, embargoes, action by any governmental authority, postal disruption, failure or disruption of communications or power, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other third party act or omission or other event beyond our control.
18. ENTIRE AGREEMENT; SEVERABILITY
These Terms of Service constitute the entire agreement between you and us with respect to the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Service.
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
19. CHOICE OF LAW
12112 N. Rancho Vistoso Blvd.
Oro Valley, AZ 85755