Effective Date: May 15, 2019
Thank you for using the UpFlip website! UpFlip is an advanced online marketplace for commercial real estate property. We help connect customers with their next dream piece of real estate or business venture faster and easier than ever before.
This website is operated and run by UpFlip LLC. (“UpFlip”). Throughout the site, the terms “we”, “us” and “our” refer to UpFlip. UpFlip offers this website, including all information, tools and real estate information services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here (collectively, “Services”).
Please read the following Terms of Service (“Terms” or “Terms of Service”) before you use our website because, by using our website, you are agreeing to be bound by these Terms. You also agree to be bound by any additional terms and conditions referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services.
USE OF WEBSITE
Users must be at least eighteen (18) years old in order to use the website and our services. By using this website and our services, you represent, acknowledge and agree that you are at least 18 years of age and have the right, authority and capacity to agree to and abide by these Terms.
You also represent that you will use the website and our services in a manner consistent with any and all applicable laws and regulations.
You understand that your relationship to UpFlip is that of a user of the site and you are not an employee, agent, joint venturer or partner of UpFlip and that you act on your behalf exclusively and not on behalf of or for the benefit of UpFlip. UpFlip does not control your listings on the site or any other offline activities associated with your listings.
You understand that any message or information you send to the website may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
You understand that no material that you upload and provide to us will be treated as confidential.
You agree that you will only use this website for lawful purposes and in accordance with all applicable laws. You agree that if a third party claims that material you have contributed to the website is unlawful, you will bear the burden of establishing that it is lawful. You understand and agree that all materials publicly posted (or privately transmitted on or through this website are the sole responsibility of the user, not UpFlip, and that you are responsible for all material you upload, post or otherwise transmit to or through this website.
UpFlip may terminate this Agreement and your use of this website and our services at any time without notice if we believe that you are less than 18 years old or if you have violated this Agreement in any other way.
All billing information provided to UpFlip must be truthful and accurate. Providing any untruthful or inaccurate information constitutes a breach of these Terms.
All materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials that are part of this Site (collectively, the “Content”) are intended solely for personal, non-commercial use. You may download or copy the Content and other downloadable materials displayed on the Site for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software. All software used on this Site is the property of UpFlip or its suppliers and protected by U.S. and international copyright laws. The reproduction, modification, distribution, transmission, republication, display, or performance, of any of the Contents on this Site is strictly prohibited.
ACCOUNT REGISTRATION AND USER ACCOUNTS
In order to use certain features of the website and Services, you must register with the site by creating a User Account. To do this, you must provide us with certain information, including but not limited to, your First and Last Name, E-mail Address, and you must create a Password. You agree to not let anyone else use your user account. When creating your account on the website, you represent that all information given is accurate and complete. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may not have more than one UpFlip account. You must notify UpFlip immediately of any breach of security or unauthorized use of your account. UpFlip will not be liable for any losses caused by any unauthorized use of your account.
Please note that no employee, independent contractor, agent, or affiliate of any competing real estate information, analytics or listings service is permitted to be a user of this website with our prior written permission from UpFlip. By viewing, using, or accessing the Services on this website, you represent and warrant that you are not a competitor of UpFlip or any of its affiliates, including without limitation , any company owned or operated by UpFlip Inc. or acting on behalf of a competitor of UpFlip in registering for or accessing the Services.
UpFlip reserves the right to suspend or terminate your Account and your access to the site and Services without any notice if you violate any of the Terms governing your use of the site and our Services.
PAYMENTS AND FEES
It is free to post a listing and no fees will be incurred.
UpFlip reserves the right to change the fees charged for the Services at any time. For Services billed on a subscription basis, any changes to fees will become effective at the end of the then-current billing cycle of your subscription. You will be given written notice of any change in fees.
You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding,” “spamming,” “mail bombing” or “crashing;” (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of system or network security may result in civil or criminal liability. UpFlip will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Site or any activity being conducted on this Site. You agree, further, not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from UpFlip on this Site and other than generally available third-party web browsers.
As a user of the website, you may submit to UpFlip property descriptions, photographs, images, videos (which may include sound and/or music), graphics and financial, contact or other information (collectively, “User Content”) for each listing in UpFlip. By submitting a listing, you represent, warrant and agree that (a) You own or have the full right, power and authority to grant to UpFlip use of and rights in and to all User Content that you upload, post, e-mail or otherwise transmit to UpFlip; (b) Your license of such content to UpFlip hereunder does not, and the use or license of such content by UpFlip to third parties will not, infringe any right or interest owned or possessed by any third party; (c) there are no claims, judgments or settlements to be paid by You, or pending claims or litigation, relating to such content; and (d) You will fully indemnify us against any and all damages or other losses, and any related attorney’s fees, other fees, and/or expenses, incurred by us as a result of any breach of the foregoing representations or in connection with your User Content, including without limitation as a result of any claim brought by a third party in connection with your User Content, whether or not such claim prevails.
With respect to all User Content you have uploaded in the past or elect to upload in the future, post, e-mail or otherwise transmit to or via the Service, UpFlip acknowledges that you retain any applicable ownership rights that you may have with respect to the submitted User Content. You nonetheless grant UpFlip and its affiliates and their licensees a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license (through multiple tiers) to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to all such User Content (in whole or part), whether submitted in the past or in the future, and/or to incorporate it in other works in any form, media, or technology now known or later developed. You further acknowledge and agree that UpFlip may preserve any such User Content, whether submitted in the past or in the future, and may also disclose such User Content in its sole discretion (including without limitation within other products offered by UpFlip and its affiliates.). You further agree not to submit any User Content to UpFlip unless you have received all necessary rights and authorizations, including from the photographer or videographer and/or copyright owner of any photographs or videos, to publish and advertise the property listing on UpFlip’s website. Specifically, you will not submit a photograph if you received the photograph from a third party information provider under the terms of a license that does not allow posting of such photograph or video on the UpFlip website. You may only submit videos personally created by your or your direct employees. You may not upload or otherwise submit videos created or produced by third-party video tour providers.
UpFlip may, in its sole discretion but without any obligation to search for such, remove property listings that are alleged to have been submitted in violation of this provision. In addition, we may require additional evidence of compliance with this provision from users who are alleged to have submitted property listings, User Content or other information in violation of these Terms and Conditions.
No robot, spider or other automated service may be used to submit listings to the Service. UpFlip shall have the sole authority to choose the manner in which any property listing will be searched, displayed, accessed, viewed, downloaded, copied, and otherwise used on the UpFlip website and company shall have the right to modify the property listing in the exercise of its rights under these binding Terms and Conditions. Listings that are not modified or renewed within a 75-day period are automatically changed to “Off Market” and are no longer viewable on UpFlip.com. Member (a) represents and warrants that all properties and associated information provided by Member, including User Content, will be accurate; (b) agrees not to post a property listing on the UpFlip marketplace under a name other than the individually named licensed real estate agent or agents that have been engaged by the property owner to market the property under the terms of a duly executed listing agreement with the owner ; (c) agrees to administer the properties provided by user and maintain their accuracy at all times. The Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the property listings posted on the UpFlip website. Users are entirely responsible, and UpFlip accepts no responsibility, for the submitted User Content.
The website and services and all materials contained therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and user content, and all Intellectual Property Rights related thereto, are the exclusive property of UpFlip and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under, any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the website.
Except as expressly provided elsewhere by this website, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, transmit, or in any way exploit any part of this website, except that you may access and display material and all other content displayed on this website for non-commercial, personal, entertainment use on a single computer only. Without limiting the generality of the foregoing, you may not distribute any part of this website over any network, including a local area network, nor sell or offer it for sale. In addition, these files may not be used to construct any kind of database. Except as expressly provided elsewhere by this website, any authorization to copy material granted by UpFlip in any part of this website for any reason is restricted to making a single copy for non-commercial, personal, entertainment use on a single computer only, is subject to your keeping intact all copyright and other proprietary notices, and use of any material on any other website or networked computer environment is prohibited. Also, decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software on this website into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited.
The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by UpFlip infringe upon your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A):
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Indeed to locate the material on the site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send UpFlip a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices should be sent in writing to [email protected], Subject: Copyright Notice. Please be aware that there are penalties for false claims under the DMCA.
THIRD PARTY LINKS AND SERVICES
You agree to indemnify and hold harmless UpFlip and its principals, shareholder, agents, officers, directors, consultants, subsidiaries, licensors, and employees from any and all claims, damages, obligations, payments, deficiencies, fines, judgments, settlements, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from or relating to: (I) any third-party claim, suit, action or proceeding arising out of the breach of UpFlip’s representations and warranties contained herein; (ii) your use and access to any of UpFlip’s services, including any data or content transmitted or received by you; (iii) your violation of any term of this Agreement; or (iv) your violation of any third-party right, including without any limitation, any rights of privacy or intellectual property rights.
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL UPFLIP OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE UPFLIP WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UPFLIP HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UPFLIP BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF THE SITE DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
These Terms shall be governed by and construed under Washington state law without regard to conflicts of law provisions. Any action or proceeding arising out of or related to these Terms or your use of this Site must be brought in the state or federal courts of Seattle in King County and you consent to the exclusive personal jurisdiction of such courts.
These Terms represent the complete agreement between the parties and supersede all prior agreements and representations between them.
Headings used in these Terms are for reference purposes only and in no way define or limit the scope of the section.
If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these Terms shall remain in full force and effect.
The failure of UpFlip to act with respect to a breach of these Terms does not constitute a waiver and shall not limit UpFlip’s rights with respect to such breach or any subsequent breaches.
UpFlip may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by UpFlip in its sole discretion. UpFlip reserves the right to determine the form and means of providing notifications to our customers. UpFlip is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.
Under California Civil Code Section 1789.3, California users of the website receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
Any inquiries about your rights under these Terms, or any other matters regarding these Terms, can be directed to [email protected].