REALTOUR REAL ESTATE TERMS & CONDITIONS
The following sets forth the terms and conditions (the "Terms & Conditions") between the Client, the Client Agent, and RealTour Real Estate Solutions, LLC, an Alabama limited liability company (the "Consultant"), governing the use of the Consultant's RealTour Flow™ proprietary software system and portal.
1. CONSULTING SERVICES
The Consultant agrees to provide the following professional services to the Client as detailed in Exhibit A (a copy of which is attached hereto and incorporated herein by reference) (the "Services"):
2. TERM
The Consultant's engagement and provision of Services will commence upon the Execution Date as set forth above. The Consultant's engagement will terminate automatically upon the successful closing (the "Closing") of a residential purchase by the Client (the "Term") unless earlier terminated as provided in Section 6 below. At the end of the Term, the Client, acting by and through the Client Agent, may extend the Term at its option for successive periods on such terms and conditions as the Client Agent, acting for and on behalf of the Client, and the Consultant may agree upon in writing.
3. CONSULTING FEE
A. Consulting Fee
In consideration for providing the Services, the Client Agent agrees to pay the Consultant a consulting fee in the amount of Ninety-Seven and No/100 ($97.00) Dollars (the "Consulting Fee"). The Consulting Fee will be paid within thirty (30) days following the Closing.
B. Payment Default
If the Client Agent fails to pay any portion of the Consulting Fee on the requisite payment date, the Consultant will immediately cease all Services identified in Exhibit A. Additionally, from the date due until paid, the delinquent amount shall bear interest at the rate of one and one-half percent (1.5%) per month. If Consultant shall engage an attorney to collect any unpaid amount due hereunder, or institutes legal action to enforce the provisions of this engagement, Consultant shall be entitled to receive from Client Agent, in addition to such unpaid amount plus interest, a reasonable attorney fee and all expenses incurred by Consultant as awarded by a court of competent jurisdiction.
4. CLIENT INFORMATION AND ACCESS
A.
To the extent permitted by law, the Client Agent will provide the Consultant with access to relevant personnel, facilities, records, reports, and other information (including any information specified in the Consultant's proposal to the Client Agent) accessible by the Client that the Consultant may reasonably request from time-to-time during the Term. The Client acknowledges and agrees that the Consultant's scheduled delivery of the Services is dependent upon the timely access to such personnel, facilities, records, reports and other requested information.
B.
To facilitate such access and Consultant's delivery of the Services, the Client designates the Client Agent to serve as the primary liaison between the Consultant and the Client. The Client Agent will have responsibility for regular communications between the Client and the Consultant, including providing updates in a timely manner through Consultant's RealTour Flow™ proprietary software portal. The Client Agent's communications to the Consultant will include information regarding all aspects of the Client's home purchase.
C.
The Client hereby authorizes the Client Agent (i) to act on behalf of the Client in the day-to-day administration and operation of this engagement and the arrangements it contemplates and (ii) to execute and deliver on behalf of the Client, such notices, approvals, consents, instruments, amendments or other documents as may be necessary or desirable to facilitate or assist the Consultant with the provision of the Services.
5. INTELLECTUAL PROPERTY
As part of the Services, the Consultant will prepare periodic reports that will become the property of the Client upon delivery from the Consultant. Any other reports, memoranda, electronic mail, facsimile transmissions, or other written documents prepared or used by the Consultants in connection with the Services will remain the property of the Consultant. With the Consultant's prior permission, the Client may use other information provided by the Consultant, such as "confidential information" for internal purposes while taking reasonable steps to so limit the use of such materials and maintain its confidentiality.
6. TERMINATION
A. By the Client At-Will
The Client may terminate this engagement at any time for any or no reason upon delivery of 30 days' prior written notice to the Consultant.
B. By the Client Upon the Consultant's Default
The Client may notify the Consultant within 90 days of the day that the Client knows or should have known that the Consultant breached this engagement. The Consultant will have 30 days following receipt of such notice to cure any alleged breach. If the Consultant fails to cure any alleged breach within that 30-day period, then the Client may terminate this engagement.
C. By the Consultant At-Will
The Consultant may terminate this engagement at any time for any or no reason upon delivery of 30 days' prior written notice to the Client and the Client Agent.
D. By the Consultant Upon the Client's or Client Agent's Default
The Consultant may notify the Client within 90 days of the day that the Consultant knows or should have known that either the Client or the Client Agent breached this engagement. The Client will have 30 days following receipt of such notice to cure any alleged breach. If the Client fails to cure any alleged breach within that 30-day period, then the Consultant may terminate this engagement.
7. NOTICES
Any notice or communication in connection with this engagement will be in writing and either delivered personally, sent by certified or registered mail, postage prepaid, delivered by a recognized overnight courier service, or transmitted via facsimile or other electronic transmission, to such addresses as follows: (i) to Client and Client Agent at the addresses provided to Consultant on the RealTour Flow™ portal; and (ii) to Consultant at
RealTour Real Estate Solutions, LLC
3000 Riverchase Galleria, Suite 1710
Birmingham, AL 35244
Email: [email protected]
Attention: Paul Leara, Manager
or to such other address as may be furnished in writing by either party in the preceding manner. Notice shall be deemed to have been properly given for all purposes: (i) if sent by a nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such notice with such carrier, (ii) if personally delivered, on the actual date of delivery, (iii) if sent by certified U.S. Mail, return receipt requested postage prepaid, on the third business day following the date of mailing, or (iv) if sent by facsimile or email of a PDF document (with confirmation of transmission), then on the actual date of delivery if sent prior to 5 p.m. Central Time, and on the next business day if sent after such time.
8. INDEPENDENT CONTRACTOR
The Consultant, in its capacity as a professional consultant to the Client, is and will be at all times an independent contractor. The Consultant does not have the express, implied or apparent authority either (A) to act as the Client's agent or legal representative or (B) to legally bind the Client.
9. STANDARD TERMS
A. Affiliated Services
Client acknowledges that affiliates of Consultant act in the capacity of a mortgage brokerage service business and may earn fees for services including brokerage fees in the performance of such affiliate's services.
B. Applicable Laws
The Consultant will abide by all laws, rules and regulations applicable to the provision of the Services.
C. Insurance
The Consultant will carry all employee insurance necessary to comply with applicable state and federal laws.
D. Third Party Beneficiaries
This Engagement is for the sole benefit of the parties to this engagement and their permitted successors and assigns. Nothing in this engagement, whether express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this engagement.
E. Publicity
The Client and Client Agent agree that the Consultant may, from time-to-time, use the Client's and/or Client Agent's name, logo or other identifying information on the Consultant's website and in marketing and sales materials.
F. Entire Agreement
This engagement, together with any exhibits or amendments hereto, constitutes the entire agreement of the parties, as a complete and final integration thereof with respect to its subject matter. Any prior written or oral understandings and engagements between the parties are merged into this engagement, which alone fully and completely expresses their understanding. No representation, warranty, or covenant made by any party which is not contained in this engagement or expressly referred to herein has been relied on by any party in entering into this engagement.
G. Further Assurances
Each party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this engagement.
H. Force Majeure
Neither party to this engagement will hold the other party responsible for damages or delay in performance caused by acts of God, strikes, lockouts or other circumstances beyond the reasonable control of the other or the other party's employees, agents or contractors.
I. Limitation on Liability; Sole Remedy
Each party's liability to the other party arising out of or related to this engagement or the Services will not exceed the amount of the Consulting Fee. The Client's sole remedy in the event of any alleged breach of this engagement by the Consultant will be the notice, cure, and refund provisions of Section 6(B) of this engagement.
J. Amendment in Writing
This engagement may not be amended, modified, altered, changed, terminated, or waived in any respect whatsoever, except by a further engagement in writing, properly executed by a duly authorized officer of the Consultant and the Client Agent, acting for and on behalf of the Client.
K. Binding Effect
This engagement will bind the parties and their respective successors and assigns. If any provision in this engagement will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
L. Captions
The captions of this engagement are for convenience and reference only, are not a part of this Engagement and in no way define, describe, extend, or limit the scope or intent of this engagement.
M. Construction
This engagement will be construed in its entirety according to its plain meaning and will not be construed against the party who provided or drafted it.
N. Prohibition on Assignment
No party to this engagement may assign its interests or obligations hereunder without the written consent of the other party obtained in advance of any such assignment. No such assignment will in any manner whatsoever relieve any party from its obligations and duties hereunder and such assigning party will in all respects remain liable hereunder irrespective of such assignment.
O. Waiver
Non-enforcement of any provision of this Engagement by either party will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remaining terms and conditions of this Engagement.
P. Survival
Section 5 and Section 9(I) will survive termination of this engagement.
Q. Counterparts; Electronic Transmission
These Terms & Conditions will be executed via DocuSign on the RealTour Flow™ portal. A fully executed copy of these Terms & Conditions will be delivered by electronic transmission.
EXHIBIT A
DESCRIPTION OF SERVICES
REALTOUR FLOW™ SOFTWARE & PORTAL
- A. Transaction Coordination for Client
- B. Ability to Communicate with Client & Third-Party Vendors
- C. Uploading Transaction Documents for Cataloguing and Review
- D. E-signature Capabilities
- E. Calendaring and Scheduling Integration
- F. Access to Mountain Mortgage for Assistance with Loans and Incentives
- G. Real-time, Transaction Status Updates for Client and Client Agent
- H. Client/Client Agent Relationship Management System