NAREOB VENDOR AGREEMENT

Member Terms

THIS WEB PAGE CONTAINS A LEGAL DOCUMENT ("AGREEMENT") BETWEEN YOU THE VENDOR (AN INDIVIDUAL, COMPANY OR ENTITY) AND NATIONAL ASSOCIATION OF REO BROKER, INC (NAREOB).


THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE NAREOB WEBSITE ("THE SITE"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE SITE. ALL MATERIALS, SERVICES AND INFORMATION PROVIDED ON AND THROUGH THE SITE SHALL BE USED SOLELY IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS. BY USING AND ACCESSING THE SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE SITE. NAREOB RESERVES THE RIGHT TO CHANGE THE AGREEMENT FROM TIME TO TIME AT ITS SOLE DISCRETION. USE OF THE SITE IS SUBJECT TO THE MOST CURRENT VERSION OF THE AGREEMENT, AS DENOTED BY THE DATE, POSTED ON THE SITE AT THE TIME OF USE. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.


Website Terms and Conditions


The following terms and conditions of this Agreement are made and become effective as of the date on which this Agreement is executed by and between NAREOB, a California  corporation, mailing address 305 Spyglass Drive, Rio Vista, CA 94751  (“NAREOB") and you (hereinafter referred to as the "User") the individual subscribing to the Site. Execution is considered complete when Vendor accesses our website.


Background Facts


NAREOB has developed and owns the certain NAREOB On-Demand Referral and Exchange Service Website (the "Site") and the functionality of makes available for use on this Site information, documents, software, services and products (collectively, the "Materials") supplied by NAREOB or other third parties (hereinafter referred to collectively as "Providers") and subject to the terms and conditions set forth in this Agreement.


Limited License


NAREOB hereby grants Vendor a non-exclusive, non-transferable and revocable limited license to access and use the Site and applicable Materials in accordance with this Agreement solely for the benefit of User. NAREOB may terminate this license for convenience at any time without notice. Vendor shall abide by all applicable local, state, national and foreign laws, and regulations in connection with the Site and Materials. No part of the Site may be reproduced, republished, copied, transmitted or distributed in any form or by any means.


Copyright


The Materials on this Site, as well as the design and layout of this Site, are protected by copyright and/or other intellectual property laws, and any unauthorized use of the Materials and this Site as described in the preceding paragraph may violate such laws. Except as expressly provided herein, NAREOB and its Providers do not grant to Users of the Site any express or implied right to Vendor under any patents, copyrights, trademarks, or trade secret information with respect to the Site and Materials.


Vendor's Conduct


NAREOB may interrupt or terminate Vendor’s  access to the Site or Materials if:


• Vendor does not honor any provision of the Agreement (including payment obligations)
• Vendor uses the Site in a manner that adversely affects service to other customers or harasses NAREOB's customers or employees
• Vendor uses the Site to engage in fraud or unlawful conduct or is suspected of doing so, or if
• Vendor provides false information on Vendor’s  registration form or impersonates another person at any point

Should Vendor violate such terms, NAREOB may, without prior notice, ban MEMBER from any and all Materials and the Site, terminate Vendor’s  registration, and take any other action NAREOB deems appropriate at its sole discretion.


Administration and Protection of Account and Password


Vendor agrees to appoint themselves or an account administrator.  The Vendor or their designee will be responsibilities to supplying all corporate information, reviewing and accepting the terms and conditions of this Agreement and setting up Vendor on NAREOB’s website.


If the Vendor is a company with different locations, the Vendor may elect to either receive referral at a single location or name an employee at each location to receive referrals.  In such a case, each employee must set up their own account.


Vendor hereby accepts responsibility for, and shall be liable for, all access to restricted areas of the Site in connection with such remote Vendor administration, and shall ensure that all Employed Users follow the terms and conditions of this Agreement. Vendor is responsible for maintaining the confidentiality of its account number(s) and/or password(s), if applicable. Vendor is responsible for all uses of its account, whether or not actually or expressly authorized by Vendor.


Support


NAREOB agrees to provide standard E-mail support with an initial response time of two hours during NAREOB's normal business hours of 9:30 A.M. to 4:30 P.M. Pacific Standard


Time.


Membership Dues, Referral Fees and Payment Terms


Pursuant to Vendor accepting this Agreement and providing the necessary registration information, NAREOB will, upon a favorable evaluation, may  provide Vendor an individual and/or corporate account number and/or password. The completion of these tasks will constitute Vendor’s intent to use NAREOB for which Vendor agrees to pay the referral fees, (Appraiser do not have to pay referral fees)


Referral fees in connection with NAREOB generated referrals and business, subject to the limitations set forth in paragraphs 4 below, as follows:

1)            For Real Estate listings referred to Vendor by NAREOB, when the buyer is obtained through, and compensation is paid by Vendor's office to, an unaffiliated real estate office, Vendor shall pay to NAREOB in cash twenty-five (25) percent of the total compensation (listing portion of the commission) received by Vendor and Vendor's company;

2)            For buyers of Real Estate referred to Vendor by NAREOB, when the buyer purchases a listing of an unaffiliated real estate office, Vendor shall pay to NAREOB in cash twenty-five (25) percent of the total compensation (selling portion of the commission) received by Vendor and Member's company;

3)            All such referral fees shall be paid by Vendor to NAREOB promptly upon closing of the pertinent transaction.

4)            Vendor shall NOT owe any referral fees unless the particular referral came from NAREOB or a NAREOB’s client.

              

Communication of Referrals.


A NAREOB referral will be communicated to Vendor  via telephone, FAX, telegram, or other acceptable method. Member shall have twenty-four (24) hours after receipt of the referral to accept or decline that referral. If NAREOB does NOT receive notice of Vendor's acceptance or decline of that referral within twenty-four (24) hour time period, then NAREOB reserves the right to assign the referral to another agent.

BULK SALE FEE


Bulk Sale fee in connection with NAREOB Bulk Sale Exchange generated referrals and business, subject to the limitations set forth in paragraphs 4 below, as follows:

1)       Upon successful closing of a bulk sales initiated by NAREOB, NAREOB shall be paid in cash the sum of one-half of one percent of the total sales price.

2)       The seller shall pay the fee.

 

3)       All such referral fees shall be paid by Seller to NAREOB promptly upon closing of the pertinent transaction.

4)       Seller shall NOT owe any bulk sale fees unless the particular referral came from NAREOB or the NAREOB’s Bulk Sale Exchange.

 

Communication of Bulk Sale Referrals.

 

NAREOB Bulk Sale Exchange referrals will be communicated to one or more Vendors via telephone, FAX, email, or other acceptable method. Member shall have twenty-four (24) hours after receipt of the referral to accept or decline that referral. If NAREOB does NOT receive notice of Vendor's acceptance or decline of that referral within twenty-four (24) hour time period, then NAREOB reserves the right to notify non-members of the referral.


Vendor Cancellation, Upgrades and Changes


Should you wish to cancel your entire Subscription  you may so at any time be email unscribe@nareob.com. Include your name and Vendor number.  It will take 7 to ten business days to cancel you membership.


NAREOB does not process upgrades, changes to account status, or changes to credit card information by phone or any other form of communication other than by on NAREOB’s website.

To upgrade, or change your account status, or change credit card information with NAREOB, you MUST log onto NAREOB.com.


NAREOB may adjust the Referral Fees without prior notification.


If offered, exclusive Vendor advertising is billable monthly. You may cancel your exclusive advertisement during this monthly term and receive a pro-rated refund.  After your monthly term, an E-mail will be sent automatically, containing a link to renew your advertisement.


If for any reason you're not satisfied, just contact NAREOB at vendorService@nareob.com.  If you choose to cancel your monthly   advertisement, there is no further obligation.


MEMBER agrees to pay any and all associated “Referral Fees," as listed on the Site or otherwise contracted for directly with the appropriate Provider(s), for all Materials received on the Site. Certain "services" requested by MEMBER will be provided directly by the applicable Provider(s) and will be invoiced by and paid directly to such Provider(s) upon completion of the service(s).


In addition, Vendor may request certain "information or data" through the Site which will be retrieved and presented by NAREOB on the Site. NAREOB will send invoice and Vendor will pay costs for all such "information and/or data" on a summarized bill.


Each Provider may prevent or eliminate access to a Vendor, on a temporary or permanent basis, to its Materials for non-payment of Usage Fees or for any other reason. NAREOB and Providers reserve the right to adjust the Usage Fees.


All taxes, however designated, arising from or based upon this Agreement or the payments made to Provider by vendor pursuant hereto, including but not limited to all applicable sales, use and excise taxes, shall be paid by Vendor as the same become due. Vendor shall upon request of Provider, pay it either to Provider or to the appropriate taxing authority at any time during or after the termination of this Agreement. Vendor shall not be responsible for the payment of any state, federal, or local franchise or income taxes based upon the net income of Provider. This Paragraph will survive termination of this Agreement.


Disclaimers


ALL MATERIALS ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NAREOB AND ITS PROVIDERS MAKE NO WARRANTY THAT (i) THE SITE AND MATERIALS WILL MEET MEMBER’S REQUIREMENTS, (ii) THE SITE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY MEMBER FROM THE SITE WILL MEET MEMBER’S EXPECTATIONS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO THIRTY (30) DAYS

.

This Site may contain links to third-party Web sites that are not under the control of NAREOB. NAREOB makes no representations whatsoever about any other Website to which Vendor may have access through this Site. When MEMBER accesses a non-NAREOB Website, Vendor does so at Vendor’s own risk and NAREOB is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on these sites or for the quality of any products or services available on such sites. NAREOB provides these links merely as a convenience and the inclusion of such links does not imply that NAREOB endorses or accepts any responsibility for the content or uses of such websites.


The use of the services or the downloading or other acquisition of any Materials through the site is done at Vendor’s own discretion and risk and with Vendor’s agreement that vendor will be solely responsible for any damage to Vendor’s computer system or loss of data that results from such activities. No advice or information, whether oral or written, obtained by Vendor from NAREOB or through or from the Site shall create any warranty not expressly stated in this Agreement.


Personal Information and Privacy


To learn about how NAREOB protects Vendors' personal information, such as Vendor’s name and address, refer to the NAREOB online Privacy Policy. Please note that any non-personal information or material sent to NAREOB will generally be deemed to NOT be confidential.


Indemnification.


Vendor agrees to indemnify and hold NAREOB, and its parent, subsidiaries, affiliates, officers, agents, or other partners, and employees, harmless from any and all liabilities, claims, demands and expenses, including reasonable attorneys' fees, due to or arising out of Vendor’s use or misuse of the Site, any services therein, or for infringement by Vendor of intellectual property rights or other rights of any third party. NAREOB may assume exclusive control of any defense or any matter subject to indemnification by Vendor and Vendor agrees to cooperate with NAREOB in such event.


Dispute Resolution


If a dispute arises under this Agreement, upon either party's written request or notice to the other, the parties will each appoint a designated representative to attempt in good faith to resolve such dispute. Except for disputes where preliminary injunctive relief is an appropriate remedy, no formal legal proceedings may be commenced with respect to any dispute until the designated representatives conclude in good faith that amicable resolution through continued negotiation of the matter at issue does not appear likely. Except as otherwise provided in this Agreement, this article will apply before either party may terminate this Agreement, NAREOB, however, may suspend access to the Site pursuant to the terms listed above.


Arbitration


Any dispute or controversy arising under, out of, or in connection with this Agreement, shall be determined and settled by binding arbitration to be administered by, and in compliance with, the rules of the American Arbitration Association, to take place in Rio Vista, California; and any award there from may be entered into a court of competent jurisdiction and enforce accordingly.


Attorney Fees


In any arbitration, court action, or other proceedings involving this Agreement, or any other related dispute, all expenses, including reasonable attorney fees, shall be paid by the non-prevailing party.


Limitation of Liability


IN NO EVENT SHALL NAREOB, ITS OFFICERS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, PROVIDERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE TO MEMBER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT NAREOB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY WEBSITE REFERENCED OR LINKED TO OR FROM THIS SITE, OR ANY SERVICES OR MATERIALS PROVIDED OR AVAILABLE HEREUNDER. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.


Governing Law and Jurisdiction


This Site (excluding linked sites) is controlled by NAREOB from its offices within the state of California, United States of America. By accessing this Site, MEMBER and NAREOB agree that all matters relating to Vendor’s access to, or use of, this Site shall be governed by the statutes and laws of the State of California.


Trademark Information


The trademarks, logos and service marks ("Marks") displayed on this Site are the property of NAREOB or other third parties. You are not permitted to use the Marks without the prior written consent of NAREOB or such third parties, which may own the Marks.


Assignment


NAREOB may assign this Agreement to another entity without any advance consent from or notice to User. MEMBER may not assign this Agreement without the consent of NAREOB.


Severability


In the event that any provision of this Agreement shall be declared invalid or unenforceable, such provision shall be deemed to be severed and deleted, and neither such provision nor its deletion, shall effect the validity of the remaining provisions herein.