REXTAR Terms & Conditions of Use

 

This website (“Website”), applications, tools and services is operated by REXTAR, LLC (“REXTAR”) and these terms and conditions apply to all websites, applications, tools and services owned, operated, controlled and otherwise made available by REXTAR, its parent, their affiliates and subsidiaries (including, but not limited to, mirrored, co-branded and successor sites).

IMPORTANT – READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING OR USING, REGISTERING AND/OR ACCESSING THIS WEBSITE AND ITS SERVICES (INCLUDING, BUT NOT LIMITED TO, LISTING, BIDDING, GUARANTYING AND/OR PURCHASING REAL PROPERTY, PRODUCTS, SERVICES AND/OR DOWNLOADING SOFTWARE, CONTENT OR DATA AND/OR OTHERWISE USING THE REXTAR TECHNOLOGY AND THE RELATED INTELLECTUAL PROPERTY RIGHTS EMBODIED THEREIN (COLLECTIVELY, THE “REXTAR PLATFORM”).

REXTAR IS WILLING TO PROVIDE YOU WITH ACCESS TO THe REXTAR Platform ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, ON ANY REGISTRATION OR ORDER FORM RECEIVED BY YOU FROM REXTAR IN CONNECTION WITH THE REXTAR Platform (COLLECTIVELY, “REGISTRATION AND ORDER FORMS”) AND ON ANY DOCUMENTS REFERENCED HEREIN OR ANY additional terms and conditions that can be viewed either on the pages containing ANY services or offerings, or via a link on those pages or other directions to the additional terms and conditions AVAILABLE ON THE REXTAR PLATFORM (COLLECTIVELY, THE “AGREEMENT”).  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY CEASE USING THE REXTAR Platform.

This document represents a legally binding agreement between you and your representatives and REXTAR.  Please be advised that this Agreement contains provisions that govern the handling of claims (see “Warranty Disclaimer; Limitation of Liability” and “Mediation/Arbitration” provisions below).  It also contains an Agreement to Arbitrate which will, with limited exception, require you to submit claims you have against REXTAR or REXTAR’s agents to binding and final arbitration.

The REXTAR Platform is primarily a real estate marketplace, whereby Seller Participants (as defined hereinafter) may list real property (“Property”) for sale and Buyer Participants (as defined hereinafter) may place an irrevocable bid to purchase a Property in a given time frame (the “Timed Bidding Event”).  You confirm and acknowledge that the sole service REXTAR provides to you is access to the REXTAR Platform which enables you to engage with third parties for the sale, purchase and guaranty of Property within Timed Bidding Events and the purchase of related products and services.  You further confirm and acknowledge that REXTAR represents you as your real estate broker/agent at the time of your registration to list a Property on the REXTAR Platform, and if you choose to sell your Property through an alternative method, REXTAR shall be your real estate broker/agent for such method including, but not limited to, traditional multiple-listing sales methods.  You further represent and warrant that the Property is currently insured and shall be insured from now through the closing date of the purchase and sale of the Property, if one occurs.

Authority

By accessing, subscribing, downloading and/or otherwise using the REXTAR Platform, you (a) certify that you are at least 18 years of age, and that, if you are acting on the behalf of any person or entity, you are authorized to act on behalf of such individual or entity, (b) have read this Agreement and have agreed to be legally bound by this Agreement, and (c) agree to all operating rules and policies of REXTAR that may be published within the REXTAR Platform.

If you are acting on behalf of a business entity, the principals of the entity hereby join in the execution of this Agreement for the purpose of guaranteeing the performance by you of each and every one of its obligations under this Agreement, including, without limitation, the payment of any fee due to REXTAR and the closing on the purchase and sale of the Property.  

Intellectual Property

The REXTAR Platform is owned and operated by REXTAR and its licensors and is protected by copyright and other intellectual property laws under United States and international laws and treaties - Copyright 2020 REXTAR, LLC.  All rights reserved.  The compilation and arrangement of all content, data and other information found within the REXTAR Platform is also the sole and exclusive property of REXTAR and its licensors and is protected by U.S. and international intellectual property laws.  The “look and feel” of the REXTAR Platform, meaning, the structure, sequence and layout of the audiovisual components of such technology as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, are also proprietary to REXTAR and its licensors and are fully protected under U.S. and international intellectual property laws.

Use of the REXTAR Platform

Subject to the terms and conditions set forth herein and any third party restrictions, REXTAR grants you a non-transferable, non-exclusive and non-sublicensable limited right and license to view, use and access the REXTAR Platform to (a) incidentally view, print and download the images, text, graphics, photographs, audio, video and other content available within the REXTAR Platform solely for your informational purposes and for your immediate, private, personal and non-commercial use, and (b) for you to participate in Timed Bidding Events available on or through the REXTAR Platform; provided that you retain all REXTAR copyright and proprietary notices contained in the original materials or any copies thereof.

All rights not expressly stated herein are reserved by REXTAR and REXTAR disclaims any and all implied licenses.  Without limiting the foregoing, you agree not to: (i) reverse engineer, decompile, reverse compile, translate, adapt, or disassemble or otherwise access the REXTAR Platform, or any part thereof; (ii) copy, distribute, display, transmit or reproduce the REXTAR Platform, or any part thereof, in any form; (iii) publish, display, disclose, sell, rent, lease, modify, store, loan, distribute, publicly display or perform, co-brand, frame, permit third parties to link to, or create compilations or derivative works of the REXTAR Platform, or any part thereof; (iv) assign, sublicense, convey, transfer, pledge as security or otherwise encumber the rights and licenses granted hereunder; (v) use the REXTAR Platform in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary right of REXTAR, its third party suppliers or any other third party; (vi) upload, post, email, transmit or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (vii) use the REXTAR Platform to harm minors in any way; (viii) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity using the REXTAR Platform; (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the REXTAR Platform; (x) upload, post, email, transmit or otherwise make available any materials that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (xi) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (xii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xiii) interfere with or disrupt the REXTAR Platform or servers or networks connected to the REXTAR Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the REXTAR Platform; and (xiv) “stalk” or otherwise harass another; or collect or store personal data about other users.

You agree not to access the REXTAR Platform by any means other than through the interface that is provided to you by REXTAR for use in accessing the REXTAR Platform.

By posting of information or other materials on or within the REXTAR Platform or by making such information available for downloading by you, REXTAR does not waive any proprietary right in and to the REXTAR Platform (including, but not limited to, copyright, service mark, trademark, patent, trade secret or other intellectual property or proprietary right) and does not transfer any rights to you in the REXTAR Platform except for the limited license expressly granted herein.

Submissions

Any and all registration information, listings, descriptions, questions, answers, comments, suggestions, ideas, graphics, videos, content, data, personally identifiable information and any other information that you transmit to REXTAR through the REXTAR Platform (“Submission”) may be used by REXTAR anywhere, anytime and for any reason whatsoever, subject only to our Website Privacy Policy with respect to our use of your personally identifiable information.  You shall remain the sole and exclusive owner of your Submission, and you shall be solely responsible for your Submission and the consequences of posting or publishing them.  By submitting your Submissions to REXTAR, you hereby grant REXTAR a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable license (with a right to create derivative works) to use, copy, distribute, perform, publicly perform and display your Submissions for any legal purposes whatsoever now known or hereinafter becomes known.

Any Submission you provide to REXTAR will be deemed public information and not subject to any confidentiality obligation and REXTAR shall have no obligation to maintain its confidentiality except to the extent the Submission contains personal identifiable and/or personal financial information, in which case, REXTAR’s Privacy Policy shall govern REXTAR’s disclosure of such information if not otherwise waived by you.

By making a Submission, you waive the right to make any claim against REXTAR or any of its respective parents, subsidiaries, affiliates, employees, agents, directors, officers, and shareholders related to the Submission, including, but not limited to, unfair competition, invasion of privacy, negligence, breach of implied contract or breach of confidentiality, and you further waive all moral rights you may have in any materials uploaded or sent to us by you.

You represent and warrant that your Submissions: (a) shall be true, accurate, current, complete and not misleading, (b) shall not violate the rights of any third party, including, but not limited to, intellectual property and proprietary rights, (c) shall not be fraudulent or involve counterfeit or stolen information or items, (d) shall not violate any law, statute, ordinance or regulation, and (e) shall not create any liability for REXTAR.  You also agree to maintain and promptly update your Submissions by means of the REXTAR Platform in order to keep that information true, accurate, current and complete.

Submission Disclaimer

REXTAR does not and cannot review all Submissions posted to or created by users accessing the REXTAR Platform and is not in any manner responsible for the content of these listings, postings and/or communications or the activities of these users.  You acknowledge that by providing you with the ability to view and distribute user-generated content (including, but not limited to, real property listings) through the REXTAR Platform, REXTAR is merely acting as a passive conduit for the distribution of such information and is not undertaking any obligation or liability relating to the content or the users’ activities.  Even though REXTAR may monitor and review transmissions, we assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for breach of sales contract, seller or listing fraud, defamation, libel, slander, infringement, invasion of privacy, obscenity, profanity or misrepresentation.  Notwithstanding the foregoing, REXTAR reserves the right to block or remove Submissions (including, but not limited to, real estate listings), communications, postings, or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark, patent, trade secret or other intellectual property rights of another; (d) offensive or otherwise unacceptable to REXTAR as determined in its sole discretion; or (e) violates this Agreement or any agreement entered into between you and REXTAR as determined in REXTAR’s sole discretion.

Limitations on Internet & REXTAR Platform

You acknowledge that REXTAR may establish limits concerning use of the REXTAR Platform, including the maximum number of days that Submissions will be retained by the REXTAR Platform, the maximum number and size of postings, e-mail messages, or other Submissions that may be transmitted or stored by the REXTAR Platform, and the frequency with which you may access the REXTAR Platform.

You agree that REXTAR has no responsibility or liability for the deletion or failure to store any Submissions maintained or transmitted by the Internet.  You acknowledge that REXTAR reserves the right at any time to modify or discontinue the REXTAR Platform (or any part thereof) with or without notice, and that REXTAR shall not be liable to you or to any third party for any modification, suspension or discontinuance of the REXTAR Platform.

Electronic Delivery Policy and Your Consent

By using the REXTAR Platform, you consent to electronically receive from REXTAR all communications including notices, agreements, legally required disclosures or other information in connection with the REXTAR Platform (collectively, “Notices”).  REXTAR shall provide such electronic Notices by posting them on this REXTAR Platform, via email or other communication means.  If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of this REXTAR Platform.

Warranty Disclaimer

You access and use the REXTAR Platform at your sole risk.  The REXTAR Platform is provided to you on an “as is” and “as available” basis.  To the fullest extent permissible pursuant to applicable law, REXTAR disclaims all representations, guarantees and warranties (whether express, statutory or implied) of any kind, including, but not limited to, implied warranties of title, merchantability, data accuracy, system integration, fitness for a particular purpose, non-infringement and any other warranty arising under the uniform commercial code, usage of trade, course of conduct or otherwise. 

Without limiting the foregoing, REXTAR does not represent or warrant that (a) the REXTAR Platform will be uninterrupted, timely, secure or error-free, (b) the defects in the REXTAR Platform will be corrected, (c) the REXTAR Platform or the servers that operate the REXTAR Platform are free of viruses or other harmful components, (d) the data, results and information within the REXTAR Platform will be correct, accurate, adequate, useful, reliable or otherwise; (e) the REXTAR Platform will meet your needs, requirements or expectations and (f) the success of your listing, bid or guaranty or the number of bidders in the marketplace, that there will be any third-party guarantees for the Property, or the condition and/or sale of the Property.

You acknowledge and confirm that REXTAR assumes no responsibility for the condition of the Property or for the performance of this Agreement, the Contract of Sale (as defined hereinafter), or any other third-party agreement between you and any third party.  You hereby warrant and represent that REXTAR has not made any statement, representation or warranty regarding the condition of the Property, zoning conditions, governmental requirements or environmental matters, buyer, funding, title company, real estate agent, guarantees or warranties of the like, upon which you have relied and which is not contained in this Agreement.

REXTAR may make changes to the content within the REXTAR Platform or to your Submissions, products or services described in it, at any time without notice to you.  Further, REXTAR assumes no liability or responsibility for any errors or omissions in the content within the REXTAR Platform.  The materials in the REXTAR Platform may be out of date or inaccurate, and REXTAR specifically disclaims any duty to update such content.

Any material downloaded or otherwise obtained by you through the use of the REXTAR Platform is done at your sole discretion and risk.  You will be solely responsible for any damage to your computer system or loss of data that results from the downloading of any such material including, but not limited to, damage caused by viruses.

You acknowledge and agree that REXTAR shall not be responsible or liable for (i) any unauthorized access to or alteration of your Submissions; (ii) any Submission sent or received or not sent or received and (iii) any Submission stored on storage devices owned, operated or controlled by REXTAR.  You acknowledge and agree that REXTAR shall not be responsible or liable for any Submissions or conduct of any third party, including, but not limited to, content sent using and/or included within the REXTAR Platform provided by any other user of this REXTAR Platform or any third party licensors or suppliers of REXTAR. 

Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you. If any of the exclusions set forth in this Section is determined by a court of competent jurisdiction to be unenforceable, then all such express, implied and statutory warranties shall be limited in duration for a period of thirty (30) days after the date on which you first access the REXTAR Platform, and no warranties shall apply after such period.

Disruptive Behavior

Harassment in any manner or form on this REXTAR Platform, including via email, web blog (“blog”), comments, submissions, chat, or by use of obscene or abusive language, is strictly forbidden.  Impersonation of others, including a REXTAR employee or representative, as well as other members or visitors on this REXTAR Platform is prohibited.  You may not upload to, distribute, send or otherwise publish through or within the REXTAR Platform any content which is libelous, defamatory, obscene, disruptive, harassing, threatening, offensive, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable; which may constitute or encourage a criminal offense, violate the rights of any party; or which may otherwise give rise to civil liability, violate any law or infringe on a third party's intellectual property right (including, but not limited to, spam, offensive sexual, racial or gender related material, or material that violates REXTAR’s then current policies).  You may not upload commercial content on or within this REXTAR Platform or use the same to solicit others to join or become members of any other commercial online service or other organization.

You agree not to: (a) post, disseminate or transmit any worm, viruses or other harmful, disruptive or destructive files, code or programs via or through the REXTAR Platform; (b) use Internet Relay Chat (IRC) bots via this REXTAR Platform (i.e., programs that utilize excessive resources by connecting to an IRC network and running 24 hours per day); (c) hinder the ability of others to use IRC; (d) disrupt the REXTAR Platform or the normal flow on this REXTAR Platform of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (e) run any program on the REXTAR Platform that makes a service or resource available to others, including, but not limited to, port redirectors, proxy servers, chat servers or simulated multi-user environments; (f) interfere with, disrupt, or harm in any way the REXTAR Platform or the servers or networks used in connection with it; (g) run programs or specifically configure machines in such a way as to keep a connection active when not in use or otherwise bypass automatic disconnection for inactivity, unless a dedicated access account is provided; (h) use the REXTAR Platform in violation of the rules of any other website providers, websites, chat rooms or the like; (i) use the REXTAR Platform to access the accounts of others without permission; (j) attempt to penetrate security measures of REXTAR or another entity, or obtain or bypass others' passwords; (k) engage in denial of service attacks (i.e., actions designed to impair network access by flooding the REXTAR Platform with useless traffic) or (l) bid sniping (as defined hereinafter).

Limitation of Liability

NEITHER REXTAR, ITS SUPPLIERS, OTHER THIRD PARTIES MENTIONED WITHIN THE REXTAR Platform, NOR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE REXTAR Platform AND SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND WHICH MAY ARISE, DIRECTLY, OR INDIRECTLY, FROM YOUR USE OF, ACCESS TO, OR INABILITY TO USE AND ACCESS THE REXTAR Platform OR FROM YOUR REGISTRATION, SALE or PURCHASE of Properites Or Guaranty in a timed bidding event, or your purchase of other PRODUCTS AND/OR SERVICES THROUGH THIS REXTAR PLATFORM, INCLUDING, WITHOUT LIMITATION, DAMAGES OR INJURY FROM OR RELATING TO: THE DOWNLOADING OF ANY MATERIAL CONTAINED WITHIN THE REXTAR Platform; THE LINKING TO OTHER WEBSITES FROM THE REXTAR Platform; THE SERVICES, PRODUCTS OR INFORMATION OFFERED ON, MADE AVAILABLE THROUGH THIS REXTAR PLATFORM; COMPUTER VIRUS OR SYSTEM FAILURE; AND/OR THE UNAVAILABILITY OF ANY SERVICES OR PRODUCTS MENTIONED WITHIN THE REXTAR Platform WHETHER OR NOT REXTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SUBJECT TO THE FOREGOING, IN NO EVENT SHALL REXTAR’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE FEES PAID, IF ANY, BY YOU TO REXTAR FOR ACCESS AND USE OF THE REXTAR Platform OVER THE LAST THREE (3) MONTHS OR THE PURCHASE PRICE OF ANY GOODS OR SERVICES PURCHASED THROUGH the REXTAR Platform (EXCLUDING THE PURCHASE PRICE FOR ANY PROPERTY SOLD/PURCHASED THROUGH THE REXTAR PLATFORM), OR, IN ALL OTHER CASES, ONE DOLLAR ($1.00).

SOME STATES DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN ALL CASES.

Access to the REXTAR Platform

You shall be responsible for obtaining access to the REXTAR Platform and for all equipment necessary to access the REXTAR Platform and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider or airtime charges).  You are responsible for all charges associated with connecting you to the REXTAR Platform, including, without limitation, all telephone, equipment, airtime and internet service provider charges.

Passwords and Your Obligations

You may be asked to register as a member on certain pages or services within the REXTAR Platform and to select a unique username and password in order to be able to access your account and use any of the REXTAR Platform including, but not limited to, sellers, buyers and bidders in a Timed Bidding Event.  As a registered member, you are responsible for maintaining the confidentiality and security of your username and password and shall be responsible for all uses of your username and password, including, but not limited to, any purchases facilitated through the use thereof, whether or not in fact authorized by you. You agree to immediately notify REXTAR in writing of any breach of security, including, without limitation, unauthorized use of your username or password.  You also understand that exiting immediately from your account (i.e., “logging off”) at the end of each session will enhance your account security and that failure to do so may permit other persons having access to your computer to use, or modify, your account.  If you permit any person to use your username and password, you shall be liable for all activity and transactions made by that person including transactions for which you may not have authorized.  

Please notify us immediately of any unauthorized use of your username and password via email to security@rextar.com.

Security

The REXTAR Platform resides on the public internet.  REXTAR uses commercially reasonable measures to protect the confidentiality and security of any communications transmitted to REXTAR and any information stored on servers controlled by REXTAR.  Notwithstanding these efforts, REXTAR cannot guarantee the confidentiality and security of such electronic communications and storage devices used to store such information (including, personally identifiable information) and disclaims all liability arising therefrom.

Without limiting the foregoing, you shall not (a) violate or attempt to violate the security of the REXTAR Platform; (b) access data or materials not intended for you; (c) log into a server or account which you are not authorized to access; (d) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; or (e) attempt to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the REXTAR Platform, overloading, “flooding,” “mailbombing” or “crashing” the REXTAR Platform.  Violations of system or network security may result in civil or criminal liability.  REXTAR reserves the right to investigate occurrences that may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.

Indemnification

You agree to indemnify, defend, and hold harmless REXTAR, its affiliates, agents, vendors, distributors, licensors and suppliers and their officers, directors, and employees from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes (whether federal, state, local, or foreign), liens, losses, expenses, and fees, including, without limitation, court costs and reasonable attorneys’ fees and expenses, resulting from (a) any third party claim, (b) any violation of the terms and conditions of this Agreement, (c) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing your account, (d) your use of (or inability to use) the REXTAR Platform, (e) your failure to complete the sale, purchase and/or guaranty of a Successful Time Bidding Event (as defined hereinafter) and (f) any use of your Submission by REXTAR or any other party, including, but not limited to, any third party claim of infringement of an intellectual property or proprietary right or invasion of privacy or publicity.

Blog/Message Center Disclaimer

The blog and/or message center entries, quotations and other editorial content on this REXTAR Platform are provided “as is” with no warranties and confers no rights.  The blog and/or message center entries are solely the opinion of the author and do not necessarily reflect the opinions of REXTAR.

Termination

You agree that REXTAR, at its sole discretion, may terminate this Agreement at any time and/or suspend your access to and use of the REXTAR Platform (or any part thereof) at any time and for no or any reason whatsoever, including, without limitation, for lack of use by you or if REXTAR believes that you have violated or acted inconsistently with the terms and conditions of this Agreement.  REXTAR reserves the right at any time to modify or discontinue, temporarily or permanently your access to and use of the REXTAR Platform (or any part thereof) without notice.  You agree that REXTAR shall not be liable to you or to any third party for any modification, suspension or discontinuance of your use of or access to the REXTAR Platform.  Your obligations under this Agreement shall continue even after REXTAR has terminated and/or cancelled this Agreement or your access to the REXTAR Platform.

 

Timed Bidding Events

Terms Applicable to Timed Bidding Event Participants

Upon each time you register to list a Property on the REXTAR Platform (“Seller Participant”), you hereby engage REXTAR on a sole and exclusive basis, to list the Property you included in your Submission for bidding purposes in a Timed Bidding Event.  By way of clarification, this exclusive relationship includes REXTAR acting as your real estate broker/agent for the sale of the Property.  At the time of your initial Submission of a Property for listing as a possible sale on the REXTAR Platform and, if applicable, during the entire period of the Timed Bidding Event, you represent and warrant and confirm that the Property is not currently listed for sale with any other third party (including, but not limited to, a real estate broker, real estate agent (excluding REXTAR), auctioneer or similar party) or that the Property is under contract for sale with any third party.  Each Seller Participant represents and warrants that all information provided about the listed Property is true and accurate.  REXTAR reserves the right to postpone or cancel a Timed Bidding Event to modify the terms posted for the Property and/or the Timed Bidding Event. 

Upon each time you register to bid on a Property listed on the REXTAR Platform (“Buyer Participant”), you hereby confirm that you are not represented by REXTAR or any unauthorized third-party, including a real estate agent, broker, or auctioneer, in connection with the purchase or sale of real property.  Each Buyer Participant further represents and warrants that the Buyer Participant has performed its own due diligence including, but not limited to, contacting whatever sources each Buyer Participant deems necessary to bid on a Property.  For the purposes of this Agreement, any party who is offering a guaranty in connection with the purchase and sale of the Property shall be considered a Buyer Participant.

In an effort to avoid “Bid Sniping,” the practice of bidders placing bids near the published expiration of the Timed Bidding Event, the REXTAR Platform will automatically extend each Timed Bidding Event for an additional reasonable amount of time as determined by REXTAR in its sole discretion.  For example, if a bid is placed within the last ten (10) minutes of a Timed Bidding Event, REXTAR may extend the Timed Bidding Event for an additional ten (10) minutes until no other bid is received for a period of ten (10) straight minutes.

Product Display/Colors & Specifications

The REXTAR Platform attempts to display Property images shown through it as accurately as possible.  However, REXTAR cannot guarantee that the image or color you see displayed on your monitor represents the actual Property or conforms to the specifications of the Property you have selected.

Typographical Errors

From time to time on rare occasions, the REXTAR Platform (including, a Timed Bidding Event) may inadvertently process, display or otherwise generate garbled transmissions, errors and/or mistakes including, but not limited to, in the content displayed on the REXTAR Platform (including, but not limited to, the Property listing, during a Timed Bidding Event (including, but not limited to, before, during and closing) (“Process Error”).  If this occurs, then REXTAR, at its sole discretion, may correct, or decline to correct, the Process Error and if it decides to correct the Process Error, REXTAR will use its reasonable discretion and reasonable efforts to correct the Process Error including, but not limited to, by (a) refusing or cancelling your registration for, or bid in, a Timed Bidding Event whether or not it has been confirmed; (b) contacting you for instructions; and/or (c) canceling the Timed Bidding Event, your Property listing and/or your bid.

Validating & Approving Registration and/or Participation

After you register as a Seller Participant, Buyer Participant, Guarantor Participant in a Time Bidding Event, we will check the information you gave us in your Submission for validity.  While performing our due diligence, we may require additional verifications or information before accepting your registration to participate in a Timed Bidding Event, as a seller, bidder and/or guarantor as the case may be.  Upon acceptance, we will send you a confirmatory email. 

We reserve the right to reject your registration as a Seller Participant, Buyer Participant and/or Guarantor Participant, the listing of your Property, in the case of a Seller Participant, your Guaranty bid, in the case of a Guarantor Participant and/or your bid in the case of a Buyer Participant, in each case, for any or no reason whatsoever.  If we do reject any of the foregoing activities on the REXTAR Platform, we will generally attempt to notify you via email by using the contact information you gave to us at the time of registration or your most recent Submission.

Listing, Bid & Guaranty Acceptance/Confirmation

Your receipt of an electronic or other form of confirmation from REXTAR does not signify acceptance of your listing, in the case of Seller Participant, your bid, in the case of Buyer Participants and/or your guaranty, in the case of Guarantor Participants, nor does it constitute confirmation of a sale, guaranty or purchase.  REXTAR reserves the right at any time after receipt of your registration, listing, bid or guaranty to accept or decline such act or transmission for no or any reason whatsoever.  Buyer Participants and Guarantor Participants further represent and warrant that they have the requisite funding and capital to consummate the purchase of the Property if their bids are the winning bids in a Time Bidding Event.

Time Bidding Event Terms

If participating in any Timed Bidding Event, whether as a Seller Participant or Buyer Participant, you confirm, represent and warrant that you have read the Contract of Sale available on the REXTAR Platform and have been advised to seek counsel with questions and assistance.

Timed Bidding Event

At the time of your registration to list a Property on the REXTAR Platform, REXTAR offers a “No Reserve Auction” to Seller Participants.  A No Reserve Auction will list your Property on the REXTAR Platform for sale to the highest bidder, with no option for a minimum sale price.  The Seller Participant is unable to reject any bid and will become a seller (“Seller”) once a bid is made on the Property.  The Buyer Participant who makes the highest bid at the expiration of the Timed Bidding Event shall be deemed the buyer of the Property (“Buyer”).  If no bid is made within the time period, then Seller shall retain ownership of the Property.

Participant Fees

  1. Seller Participants do not pay any fees to list a Property on the REXTAR Platform nor for listing it in a Timed Bidding Event.
  2. Each time a Buyer Participant registers to participate as a potential buyer in a Timed Bidding Event, Buyer Participants hereby authorize REXTAR to process a One Thousand Dollar ($1,000.00) hold on Buyer Participant’s credit card (the “Bid Deposit”), which Bid Deposit will be released upon your failure to successfully bid on a Property.

Successful Timed Bidding Event Closing Terms

Upon the expiration of the Timed Bidding Event whereby a verified bid occurs that satisfies the conditions chosen by the Seller Participant (including, but not limited to, those set forth in the Property Listing and the Contract of Sale) for the Timed Bidding Event, the Seller and Buyer shall be deemed to have executed the contract of sale made available on the REXTAR Platform or made available to the participants prior to the Timed Bidding Event for the sale of the Property (the “Contract of Sale”) immediately upon the expiration of a successful Timed Bidding Event.  Subject to the terms and conditions of the Contract of Sale, the parties acknowledge and agree that if the Contract of Sale does not provide a date certain for the closing, that the parties will use best efforts to close on the transfer of the Property within the typical thirty (30) days following the closing of the successful Timed Bidding Event.

Fees due at the Closing of a Successful Timed Bidding Event

At the closing of a successful Timed Bidding Event, a Buyer shall pay REXTAR a fee equal to Two and One-Half Percent (2.5%) of the final bid price for the Property (“REXTAR Fee”) and shall be added to the contract price at the time of the closing.  For example, if the winning bid is One Hundred Thousand Dollars ($100,000.00), the REXTAR Fee would be Two Thousand Five Hundred Dollars ($2,500.00) to create a contract price of One Hundred Two Thousand and Five Hundred Dollars ($102,500.00) plus all of the other fees set forth in the Sale Contract. 

Buyer irrevocably instructs its closing entity (i.e., settlement officer, etc.) to collect the REXTAR Fee and any other fee or compensation due to REXTAR and disburse the same according to the terms and conditions of the Contract of Sale between the Buyer and Seller, at closing.  Closing or settlement shall not be a condition precedent to payment of REXTAR’s compensation.  If the closing does not occur after a Successful Timed Bidding Event, the Seller or Buyer shall pay REXTAR the REXTAR Fee based on the party who is responsible for the default under the Contract of Sale, and if the parties mutually agree that there is no default and do not close, then the parties will each be responsible for one-half of the REXTAR Fee.  

Product & Service Availability

There are a number of third parties participating on this REXTAR Platform by offering and/or providing you with products and services, if the product or service is currently available.  REXTAR cannot guarantee the availability of a product or service at all times. 

 

Miscellaneous Provisions

Additional Fees

You shall immediately notify REXTAR in writing if you know or have reason to believe that REXTAR has been or will be required, as a result of activity arising out of or related to this Agreement or your use of the REXTAR Platform by any court or administrative agency of the United States or any state or by any legal process to respond to any subpoena, search warrant, discovery or other directive under the authority of such court, administrative agency, governmental inquiry or process in connection with any proceeding or investigation in which you or any of your affiliates, officers, directors, agents, employees, or subcontractors is involved.  Whether or not such notice is given by you, you shall directly assist REXTAR in REXTAR’s attempt to reduce the burdens of compliance with any such directives, and you shall reimburse any and all reasonable expenses incurred by REXTAR and its affiliates in complying with any such directive, including, but not limited to, attorneys’ fees and REXTAR’s outside counsel attorneys’ fees for representation and advice, travel and lodging expenses a by REXTAR in responding to such matters.

Order of Preference

This Agreement governs your use and access to the REXTAR Platform.  This Agreement does not modify, alter or amend any other specific agreement you have entered or will enter into with REXTAR.  To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional services on this REXTAR Platform, conflicts with any provision of your other agreements with REXTAR, the terms and conditions of such other agreement shall, take precedence over the conflicting term(s) and conditions of this Agreement. 

Links to Other Web Sites

The REXTAR Platform contains links to other web sites (“Third Party Sites”) controlled or offered by third parties (non-affiliates of REXTAR).  REXTAR is not responsible for the content, accuracy or opinions expressed on such Third Party Sites and such sites are not investigated, monitored or checked for accuracy or completeness by REXTAR.  REXTAR hereby disclaims any and all liability for, any information, materials, and products or services posted or offered at any of the Third Party Sites.  By creating a link to Third Party Sites, REXTAR does not endorse or recommend any products or services offered or information contained at Third Party Sites, nor is REXTAR liable for any failure of products and services offered or advertised at those sites.  Such third parties may have a privacy policy different from that of REXTAR and Third Party Sites may provide less security than REXTAR.  Without limiting the foregoing, the REXTAR Platform may contain offers from REXTAR for products and services that may be obtained only by linking to Third Party Sites to complete the transaction.

Revisions and Consents

REXTAR reserves the right to revise the terms and conditions of this Agreement at any time and for no or any reason whatsoever.  REXTAR also reserves the right to make changes at any time, without notice or obligation, to any of the information, products or services contained on or offered through the REXTAR Platform.  Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions shall be effective immediately and incorporated in this Agreement upon notice thereof, which may be given by any reasonable means, including, but not limited to, posting such changes on this REXTAR Platform or via electronic notice using the REXTAR Platform, email or other communication means.  By continuing to enter this REXTAR Platform, you acknowledge and agree that you shall be bound by any such revisions.  Accordingly, you should periodically review the terms and conditions of this Agreement.

Forward-Looking Statements

REXTAR may make forward-looking statements concerning REXTAR’s future performance.  Such statements are subject to risks and uncertainties that may cause REXTAR’s actual performance to differ materially from that set forth in such forward-looking statements.  Words such as “believe,” “expect,” “anticipate,” “intend,” or similar expressions are intended to identify forward-looking statements.  Such statements speak only as of the date on which they are made.  REXTAR undertakes no obligation to update publicly or revise any such statements.  Factors that could cause REXTAR’s actual financial and other results to differ materially from those projected by REXTAR in forward-looking statements include, but are not limited to, competition, economic conditions, delinquencies and credit losses, interest rate increases, availability of funding and securitization, customer behavior, new products and markets, growth, legal and regulatory.

Entire Agreement

This Agreement constitutes the entire agreement between you and REXTAR with respect to the subject matter addressed herein, and governs your access to and use of the REXTAR Platform, superseding any prior agreements between you and REXTAR relating to such subject matter, but this Agreement may be supplemented by any other agreement you enter into with REXTAR pursuant to your enrollment and/or participation in other features of the REXTAR Platform.

Arbitration

Except for the failure to pay any fees and/or disputes concerning a breach of the scope of the license granted herein, any other dispute arising out of, relating to or in any way connected with this Agreement, on written request of either party served on the other, shall be submitted to final and binding arbitration before a single arbitrator.  If the parties are unable to agree on an arbitrator within thirty (30) days after a party has served notice of a request to arbitrate, then an arbitrator shall be selected by the American Arbitration Association pursuant to its then-current rules, within fifteen (15) days after the parties are unable to agree on the arbitrator. Arbitration shall take place in the County of Baltimore in accordance with the Rules and Regulations of the American Arbitration Association (Commercial Division).

Attorney Fees

Should any suit be commenced to enforce REXTAR’s rights and in the event REXTAR is successful, you agree to pay REXTAR’s expenses and attorney’s fees incurred.

Trademarks

Any and all trademarks displayed within the REXTAR Platform are owned by REXTAR, its licensors or its affiliates.  Nothing in this Agreement should be construed as transferring any aspects of such rights to you or to any third party.

Confidentiality

At all times during the term hereof and at all times thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for the benefit of yourself, or any other individual or entity, any Confidential Information of REXTAR.  “Confidential Information” means any trade secrets, or confidential or proprietary information whether in written, digital, oral or other form that is unique, confidential or proprietary to REXTAR or its licensors, including, but not limited to, all parts of the REXTAR Platform and any other materials or information related to the business or activities of REXTAR that are not generally known to others engaged in similar businesses or activities.

Privacy Policy

We realize that you are concerned about how the information you provide online will be used.  REXTAR has a Privacy Policy that discloses what information REXTAR collects about you, how REXTAR uses such information, the steps REXTAR takes to secure such information, how you can view and correct such information and how you can decline to have such information about you collected or used.  The Privacy Policy is available on this REXTAR Platform and is incorporated herein by this reference.  Please read our Privacy Policy for more details.

Jurisdiction

This Agreement is executed in the State of Maryland and shall be governed by, and interpreted in accordance with, the laws of the State of Maryland, without regard to principles of conflict of laws and without application of the Uniform Computer Information Transaction Act and the United Nations Convention of Controls for International Sale of Goods.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the REXTAR Platform, and purchases of products and/or services through the REXTAR Platform must be filed within one (1) year after such claim or cause of action arose or be forever barred, and you expressly waive any other statute of limitation which otherwise may apply.  Subject to the foregoing mediation and arbitration terms and conditions, you agree that the exclusive jurisdiction for any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this agreement, shall be the State of Maryland or the United States District Court for the State of Maryland for resolution of any dispute, action or proceeding arising in connection with this Agreement or your use or non-use of the REXTAR Platform.  

YOU WAIVE ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  YOU ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENT THAT YOUR WAIVER IS MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF YOUR CHOICE.  TO THE EXTENT APPLICABLE, YOU AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION WITHOUT A JURY.

Applicability of Content

The servers supporting the REXTAR Platform are operated in the United States of America, and REXTAR makes no representation that the content provided through the REXTAR Platform are applicable or appropriate for use in jurisdictions other than the United State of America.  If you access our REXTAR Platform from outside of the United States, please be aware you are responsible for compliance with any applicable laws.  To the extent any applicable local laws prohibit your viewing and use of the REXTAR Platform, you may not view or use the REXTAR Platform.

REXTAR Intellectual Property Notice

Pursuant to the Digital Millennium Copyright Act, REXTAR has designated the person listed below as its agent to receive notifications of alleged copyright or other intellectual property infringement on this REXTAR Platform.  REXTAR respects the intellectual property of others and asks our users to do the same.  If you believe that your work has been copied in a way that constitutes infringement, or your intellectual property rights have been otherwise violated, please provide REXTAR’s Intellectual Property Agent the following information (the “Notice”):  (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim has been infringed is located in the REXTAR Platform; (d) your address, telephone number and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

REXTAR’s Agent for transmitting the Notice for claims of copyright or other intellectual property infringement can be contacted at ipagent@rextar.com.

 

General Provisions

In the event any provision (or any part of any provision) contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision (or remaining part of the affected provision) of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent such provision (or part thereof) is invalid, illegal, or unenforceable.

REXTAR’s failure to insist upon or enforce strict performance of any provision of the terms and conditions of this Agreement shall not be construed as a waiver of any other provision, term or right set forth herein.  Neither the course of conduct between the parties nor trade practice shall act to modify any of the terms and conditions of this Agreement. 

REXTAR may assign its rights and duties under this Agreement to any party at any time without notice to you.  You may not assign this Agreement or the rights granted herein to any party without the prior written consent of REXTAR. 

The section headings used in this Agreement are for convenience only and have no legal or contractual effect.

Any notice or other communication required or permitted by or in connection with this Agreement shall be made by REXTAR through the REXTAR Platform, email or other communication means using its online messaging portal and by you via email at legal@rextar.com.

 

Print this Agreement

You acknowledge that you have read this Agreement and have had an opportunity to consult with an attorney.  For record keeping purposes, REXTAR encourages you to print this Agreement and the ancillary documents described herein.

You agree that this Agreement, combined with your act of using the REXTAR Platform have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds.  You further agree that you shall not challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized.  In addition, you acknowledge that you have had the opportunity to print this Agreement.

 

Created:  June 3, 2020