By clicking “Accept” you, as the Customer (“Customer”) are agreeing to comply with and be bound by the terms of this rDocs End User License Agreement (the “Agreement”). The Agreement governs the terms of use by you of certain Websites offered by Real Estate Digital LLC. (“RED”) (“Website(s)”) The terms “you” and/or “your” refer to the Customer.

1. You acknowledge and agree by clicking “ACCEPT” and using the Website (i) to be bound by all of the terms in this Agreement, and (ii) that this Agreement replaces and supersedes any previous agreement between you and RED governing your use of the Website. RED may change the terms in this Agreement at any time. When the terms are changed, RED will notify you by email or other written notice. If you do not agree to the changes, you may terminate this Agreement within thirty (30) days of your receipt of the RED notice of change in terms.

2. Website Access. RED hereby grants you the non-exclusive, non-transferrable, limited right to access and use the Website on the terms and conditions set forth in this Agreement to serve your internal business needs. All rights not expressly granted herein are reserved for RED.

3. Access Codes. RED will provide Access Codes to enable you to access the Website. You are solely responsible for the security, distribution and use of the Website under your Access Codes. RED shall have no responsibility for any activity until you provide written notice to RED, and RED acknowledges receipt of such notice in writing, of any loss, theft or unauthorized disclosure or use of your Access Codes. Notwithstanding the foregoing, you and your end users may allow access to the Website, which shall be limited to your ability to (a) view content intended to be publicly accessible, (b) execute documents made available by you through the Website; and (c) select a limited set of services made available by you through the Website; provided, however, at no time shall a consumer be assigned an Access Code by you. For purposes of this Agreement, “Access Code(s)” means the unique, secure codes provided by RED to you.

4. Implementation. Subject to the terms and conditions set forth herein, RED shall: (i) host the Website at its data center; and (ii) provide access to the Website beginning on the Start Date and ending on the expiration or termination date of this Agreement. For purposes of this Agreement, “Start Date” means the date that the Website is made available to you for commercial use. Subject to the terms and conditions set forth herein, you shall oversee and administer your access to and proper use of the Website per the access requirements set forth above. Attachment 1, attached hereto and incorporated herein, sets forth a description of the RED System as of the Start Date.

5. Website Support. RED will maintain the Website and provide updates and support the Website during the Term. RED will provide you and your staff support by telephone, during the normal working hours and normal working days of RED. Normal working hours are 7:00 a.m. to 7:00 p.m. Central Time. Normal working days are Monday through Friday, excluding RED-observed holidays.

6. Term. This Agreement is effective until terminated by you or RED. Your rights under this Agreement will terminate automatically if you fail to comply with any of its terms.

7. If you fail, or RED suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to provide RED with accurate and complete registration data, failure to safeguard your account information, or infringement or other violation of third parties' rights, RED, at its sole discretion, without notice to you may immediately (i) terminate this Agreement and/or your account; and/or (ii) terminate or suspend your use of the Website.

8. Approvals and Information. You acknowledge that RED’s ability to provide the Website successfully requires cooperative efforts by both parties and is dependent on you providing complete, timely and accurate information to RED. Where you provide incomplete or inaccurate information, RED may request that you review and approve assumptions or work-arounds proposed by RED in writing. You will respond promptly to any RED request to provide information, approvals, decisions or authorizations that are reasonably necessary for RED to provide the Website. RED’s request may also describe the course of action RED intends to follow if it does not receive a timely response from you, which may as necessary include suspension of the affected Website. RED may follow the described course of action in the absence of a timely response from you. Where you provide a timely response, RED may rely on the response and will not be liable for the inaccuracy of information presented to and approved by you.

9. Use and Verification. You are responsible for the results of using the Website in your business operations and responsible for acceptance testing the Website before using it. You understand that successful use of the Website requires, among other things, that you correctly assess your business needs, that you submit accurate data to RED, and that your agents, service providers and customers properly interpret processed documents and information. In addition, you understand that you are responsible for verifying that your use of the Website complies with all applicable laws.

10. Excused Obligations. Any delay by or failure of RED to provide the Website in accordance with this Agreement will be excused to the extent caused by any of the following:

(i) your failure to perform your obligations under this Agreement in a timely manner, including not providing data or materials in the prescribed form or in accordance with the requirements of this Agreement;
(ii) you not providing adequate resources to perform the tasks, functions or other responsibilities it has under this Agreement;
(iii) a force majeure event occurs; or
(iv) any action taken by RED at your request or direction or any action not taken by RED as a result of you not providing any required written direction to act.

11. You are responsible for all use of the Website made using your username and password or Access Code, whether or not such use is made by you or by someone else using your username and password or Access Code. You are responsible for protecting and securing your username and password and Access Code from unauthorized use. If you believe there has been unauthorized use of your username or password or Access Code, you should change your password and notify RED immediately.

12. You agree to use the Website(s) in a manner consistent with all applicable laws and regulations.

13. Unless otherwise stated, the copyright and other proprietary and intellectual property rights in all material published on the Website are owned by RED or its licensors. You are permitted to print or download extracts from this material for your personal use only. No part of the Website or any material appearing thereon may be reproduced on any other web site, or distributed or disseminated in any form, either electronic or non-electronic, or included in any retrieval system without the prior written consent of RED.

14. RED DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR OTHER ASSURANCE WITH RESPECT TO THE OPERATION, QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY OF OR TITLE TO THE WEBSITE OR ITS FITNESS FOR ANY PARTICULAR PURPOSE OR ANY MATERIAL APPEARING IN THE WEBSITE INCLUDING THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED AND/OR ERROR FREE. ACCESS TO THE WEBSITE AT ANY TIME MAY BE INTERRUPTED, RESTRICTED OR DELAYED FOR REASONS BEYOND RED’S CONTROL. TO THE FULL EXTENT PERMISSIBLE AT LAW, RED DISCLAIMS ALL RESPONSIBILITY FOR ANY CLAIMS, DAMAGES OR LOSSES (INCLUDING, WITHOUT LIMITATION, FINANCIAL LOSS, DAMAGES FOR BUSINESS LOSS, LOSS OF PROFITS OR OTHER CONSEQUENTIAL LOSSES) ARISING IN CONTRACT, TORT OR OTHERWISE FROM THE USE OF OR INABILITY TO USE THE WEBSITE OR ANY MATERIAL APPEARING IN THE WEBSITE, OR FROM ANY ACTION TAKEN AS A RESULT OF USING THE WEBSITE OR ANY SUCH MATERIAL. ALL MATERIALS ON THE WEBSITE 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.

The Website may contain links to third-party websites that are not under the control of RED. RED makes no representations whatsoever about any other website to which you may have access through the Website. When you access a non-RED website, you do so at your own risk and RED 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. RED provides these links merely as a convenience and the inclusion of such links does not imply that RED endorses or accepts any responsibility for the content or uses of such websites.

15. RED’S LIABILITY FOR ANY CLAIM OR CAUSE OF ACTION, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, THAT ARISES UNDER OR IS RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LIABILITY FOR PROCESSING ERRORS OR NEGLIGENCE, SHALL BE LIMITED TO YOUR DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL EXCEED IN THE AGGREGATE THE FEES PAID HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE FIRST CLAIM AROSE. IN NO EVENT SHALL RED OR ITS AGENTS OR SUBCONTRACTORS BE LIABLE TO YOU, ANY END USER, OR ANY THIRD PARTY FOR ANY LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF RED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE, OR EXPENSE OR REASONABLY COULD HAVE FORESEEN THE POSSIBILITY OF SUCH LOSS, DAMAGE, OR EXPENSE.

16. You agree to defend, indemnify and hold RED harmless from and against any and all claims, losses, liabilities and expenses (including lawyers’ fees) related to or arising out of your use of the Websites provided by RED under this Agreement or your breach of the terms of this Agreement, including without limitation claims made by third parties (including clients of yours) related to any false advertising claims, liability claims for Websites or services sold by you, claims for patent, copyright or trade mark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by you for publication by RED, but excluding those related to the negligence of RED.

17. Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all information, whether written or oral, disclosed under this Agreement, including, but not limited to, proprietary and confidential matters concerning either party’s current or proposed business operations, security and financial information, technical data, inventions, developments, research, customer information, marketing strategies, business methods, information related to pricing, the terms and conditions of this Agreement, and other similar information gained in connection with this Agreement, as well as the software, technology, ideas, formulae, know how, documentation, procedures, algorithms and trade secrets embodied in the RED Website, RED source code, and other material documents that depict or describe the RED Website or other proprietary technology of RED. Confidential Information shall not include information that is (a) available to the receiving party on a non-confidential basis prior to disclosure by the disclosing party; (b) rightfully received from a third party without restriction and without breach of this Agreement; (c) becomes generally available to the public other than as a result of disclosure by the receiving party or its representatives; (d) developed independently by the receiving party without reference to the disclosing party’s Confidential Information; or (e) approved for prelease by prior written authorization by the disclosing party.

Confidentiality Controls. Each party shall establish commercially reasonable controls to ensure the confidentiality of the Confidential Information and ensure that the Confidential Information is not disclosed contrary to the provisions of this Agreement, Gramm-Leach-Bliley (15 U.S.C. §§ 6801-6809, as may be amended) or any other applicable privacy laws and regulations. Without limiting the foregoing, each party shall implement such physical and other security measures as are necessary to (i) ensure the security and confidentiality of the Confidential Information, (ii) protect against any threats or hazards to the security and integrity of the Confidential Information and (iii) protect against any unauthorized access to or use of Confidential Information. Non-Disclosure Obligations. During the Term and at all times thereafter, both parties shall (i) hold in confidence the Confidential Information of the other party, (ii) use the other party’s Confidential Information solely for carrying out the purpose of this Agreement, and (iii) reveal Confidential Information only to its representatives with a “need-to-know” in order to carry out their duties and are informed of the confidential nature of such information. Notwithstanding the foregoing, you shall defend and indemnify RED from all liability for the misuse, dissemination or breach of confidentiality of your data, whether by you or any end user. Return or Destruction. Upon termination or expiration of this Agreement, the receiving party, at the furnishing party’s option, will return or destroy all Confidential Information of the furnishing party and the receiving party. Notwithstanding the foregoing, upon termination or expiration of this Agreement, the receiving party (i) may retain one (1) copy of the disclosing party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes and (ii) will be required to search archived electronic back-up files of its computer systems for the disclosing party’s Confidential Information in order to purge the disclosing party’s Confidential Information from its archived files; provided, however, that receiving party must (i) maintain its confidentiality under this Agreement as if it were still in effect, and (ii) not use the retained Confidential Information for any other purpose. Feedback. Notwithstanding any other provision of this Agreement to the contrary, RED may from time to time request suggestions, comments, or other feedback (“Feedback”) from you and/or your end users. The parties acknowledge that all Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not, absent a separate written agreement, create any confidentiality obligation for RED. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the parties, RED shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. The parties further acknowledge that RED may contact you from time to time for other commercial purposes.

Remedies. Notwithstanding anything to the contrary in this Agreement, the parties agree that any breach by either party of the provisions of this Section may cause substantial and irreparable harm to the non-breaching party, for which an award of monetary damages would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the non-breaching party may seek injunctive relief in addition to all other rights and remedies available to such party at law and in equity. The breaching party hereby waives, and will cause its directors, officers, employees, subcontractors, partners, principals and agents to waive, any requirements for the securing or posting of any bond in connection with such injunctive relief. All rights and remedies provided to the non-breaching Party by this Section are cumulative and are in addition to, and not in lieu of, such party’s rights and remedies at law and in equity.

18. Ownership. You retain all right, title and interest in and to any information, including, but not limited to, your data and Confidential Information, that you provide to RED or transmit or is captured on the Website. RED will use such information solely to perform its obligations and duties under this Agreement.

RED retains all right, title and interest in and to all intellectual property rights embodied in the Website, and RED Confidential Information, along with any other RED proprietary information and technology used by RED or provided to you in connection with the Website, including, without limitation, the Website and any and all improvements, updates and modifications thereto. RED shall have the exclusive right to sell, lease, license or otherwise dispose of any such intellectual property rights which are not your property and will not affect RED’s ability to provide the Website under this Agreement. Any writing or work of authorship, regardless of medium, created or developed by RED, you, or any third party in connection with the Website under this Agreement and any contribution by you or your employees to the enhancement or modification of the Website provided hereunder, including all copyright interests there, shall not be considered “works for hire,” but rather shall be owned solely and exclusively by RED. To the extent any such works may be considered works for hire under applicable law, you agree to assign and, upon their creation, automatically assigns to RED the ownership of all copyright interests therein including, but not limited to, all software, information, internets services, programs and documentation without the necessity of any further consideration to you.

No patent, copyright, trademark or trade secret protected right, or technology or other proprietary right and/or all related documentation of RED is licensed, granted or otherwise transferred to you (collectively “Protected Property”), except for the limited right to benefit from the use of such Protected Property strictly in accordance with the terms of this Agreement.

You shall (i) never remove or destroy any copyright or other proprietary marking placed upon, contained with, or used in connection with the Website; (ii) never create or authorize new versions, modifications, enhancements or derivative works to, nor translate, reverse engineer, de-compile or disassemble, the Website or any portion thereof; and (iii) never sell, sub-license, publish or otherwise distribute, in whole or in part, or grant a security interest in, or otherwise transfer rights to the Website or any portion thereof to any third party.

19. If any Article, Section, paragraph or provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall not affect or impair the validity or enforcement of any other provision of this Agreement.

20. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein.

21. RED represents and warrants that it has the necessary expertise and ability to perform the services required by this Agreement; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform its obligations under this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state/provincial and municipal laws.

You hereby represent and warrant that you have the power to enter into and perform your obligations under this Agreement, and that your performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state/provincial and municipal laws. By accepting this Agreement, you also represent and warrant that you are an agent that is duly licensed and in good standing in all states where license has been issued, and that you have the right to access the state specific forms contained on the Website. In the event that you authorize another individual to access the forms on your behalf, you shall be fully liable for such access and will only allow such access to the extent permissible by law.

22. You agree that applicable federal law and the laws of the State of Texas, without regard to its principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and RED. You agree that any action or proceeding seeking to enforce or to interpret any provision of this Agreement or any right or obligation, including, without limitation, any statutory right or obligation, of any party under or pursuant to this Agreement or arising out of RED’s relationship hereunder with you, shall be determined exclusively by arbitration conducted by and under the rules of the American Arbitration Association. You agree that venue for any disputes shall be located exclusively in Denton County, Texas and expressly waive any right to claim that such forum is inconvenient. Arbitration shall, at RED’s option, not be required in any action or claim by RED which includes a request for injunctive, equitable, or other emergency relief.

23. RED’s failure to exercise or enforce any provision or right set forth in this Agreement does not constitute a waiver of that right or provision.

24. RED may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement without the written consent of RED

Overview. rDocs is an Internet-based, agent focused, forms management, document management, and archiving application. The RED team works with you to identify and upload your forms and any regulatory forms. Data fields are mapped to allow for easy and automated forms completion and optional e-signatures. You will have access to tools and reports to modify form templates (e.g. buyer side, seller side, short sale) so that all required forms are organized to help ensure compliance by the agent.

The online forms management component allows you agents to quickly and efficiently create customer and property records that integrate with the rDocs forms library to automatically insert property and customer data into all forms.

The rDocs application provides an innovative user experience using time-saving and easy-to-understand graphical screens, icons and onscreen help tips. An optional, integrated digital e-Signature platform is integrated into the forms process.

Features include: