Terms of Service
These Terms of Service constitute the agreement (“TOS”) between Profusion360, also known as eAgent360, (“we”, “us”, “our”, “Profusion360”, or “eAgent360”) and the member (“you”, “your”, “client”, or “member”) of our real estate service and any related products or services (“Service”). This Agreement governs both the Service and any hardware (“Hardware” or ” Equipment”), used in conjunction with the Service.
1. ACKNOWLEDGMENT AND ACCEPTANCE.
BY COMPLETING THE REGISTRATION PROCESS AND CLICKING ON “SUBMIT”, ACCESSING YOUR ACCOUNT BY LOGGING IN, OR USING OUR SERVICE IN ANY WAY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ALL OF THE TERMS AND SERVICES SET FORTH IN THE TERMS OF SERVICE, INCLUDING ALL WARRANTIES AND PROMISES BY MEMBER. MEMBER HEREBY ACKNOWLEDGES AND WARRANTS THAT MEMBER IS 18 YEARS OF AGE OR OLDER.
2. DESCRIPTION OF SERVICE PROVIDED.
Profusion360 a Service for real estate professionals. Members pay a monthly or annual subscription fee to access the Service and the Member may cancel the subscription at anytime.
3. YOUR REGISTRATION OBLIGATION
In consideration of your use of the Profusion360 Service, you represent you are of legal age to form a binding contract. You also agree to:
(a) provide true, accurate, current and complete information about you and your company as requested on the Profusion360 registration form
(b) maintain and update the registration data to keep it true, accurate, current and complete
If you provide any information that is untrue, inaccurate, not current or incomplete, or Profusion360 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Profusion360 has the right to suspend, terminate, or remove your account immediately without notice and refuse any and all future use of the Profusion360 Service.
4. MODIFICATION OF SERVICE PROVIDED.
Member acknowledges and agrees that Profusion360 may, with or without notice, modify, delete, or amend the Service provided. Further, Member acknowledges and agrees that Profusion360 may further modify, delete or amend the TOS from time to time. If Member does not accept the modification, deletion or amendment, Member must terminate Member’s membership at that time. Any and all use of the Service by Member after the notice is posted shall be deemed to be acceptance of the modification, deletion or amendment (as well as all other terms and conditions) to the Service or TOS.
5. USER LICENSE AGREEMENT
Each agent subscription plan consists of one (1) agent user license. Therefore, only one (1) agent user may use an account on an agent subscription plan. The agent user must be the current and rightful listing agent for all listings entered within the account. The agent user must not enter listings listed by another agent. A broker office cannot purchase an agent plan for all agents in the office. For a broker office, each agent must have their own agent account with an agent subscription plan. Any member in violation of this User License Agreement will be notified with the necessary requirements to be compliant with the TOS. Profusion360 reserves the right to suspend or terminate any account immediately without notice who are in violation of this User License Agreement.
Profusion360 has no association to any of the listings entered by the members and assumes no responsibility and liability for the listing information entered by the members. Profusion360 may offer subscription that includes Unlimited Listings. A listing you enter into the Profusion360 system must be your listing in which you have an agreement or contract to provide marketing services for the listing. Profusion360 has the right to remove any listing within your account that you are not authorized or have permission to provide marketing services for that listing.
7. SERVICE TERM.
Service is offered on a monthly or annual basis for a term that begins on the date that Profusion360 activates your Service and ends on the day before the same date of the following month or year. You are purchasing the Service for full monthly or annual terms, meaning that if you attempt to terminate Service prior to the end of the monthly or annual term, you will be responsible for the full month’s or year’s subscription charges to the end of the then-current term.
8. PAYMENT TERMS.
Member agrees to pay all charges to Member’s account, including any applicable taxes, at the rates in effect when the charges are incurred. All installation or setup fees and non-recurring charges, along with the first month’s recurring charge, shall be due and payable immediately of initiation of Service. Thereafter, recurring monthly subscription fee will be charged to Your credit card. If Your credit card is invalid or You are past-due in your payments for any reason, the Service may be terminated and Your account deleted with or without notice, and all the information contained within deleted permanently. Profusion360 accepts no liability for information or content that is deleted due to an invalid credit card or where Your payments are past-due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional set up fees. In the event You fail to pay charges, Profusion360 may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Profusion360 for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or Profusion360 on the charges and all late payment, interest or other fees as stated on Your bill. Profusion360 may modify its billing practices or late payment charges by providing You with prior written notice of the modification. Profusion360 in its discretion may offer discounts or special offers from time to time.
Profusion360 may change the fees and charges then in effect, or add new fees or charges, by giving Members notice in advance, when the change affects the Member.
9. FREE ACCOUNTS
Profusion360 may offer a free account with restrictions such as features, number of listings, number of photos, etc. If a member exceeds any of these restrictions, Profusion360 may delete the exceeding amount of data without notice. If a member on a free account is deemed an inactive member, Profusion360 may suspend, terminate, and remove the member’s account without notice.
It is your complete responsibility to cancel your subscription with Profusion360. You may cancel your membership at any time through the user control panel. For security reasons, we are not able to cancel an account based on receiving a support ticket, email, or phone call. Once a request to cancel subscription is made by you through the user control panel, your account will remain active until the beginning of your next billing cycle, in which at this time, your account will automatically cancel. Some services such as the Showing Feedback System and IDX will be cancelled immediately upon request. Once your account has been cancelled, all services including online accounts, websites, and electronic marketing will be inaccessible. Any listings you have entered into your account may be permanently removed from our system and cannot be recovered even if you decide to subscribe again at a later time.
11. REFUND POLICY
Once a subscription is purchased, no refunds will be issued for any reason including any setup, design, and/or subscription fees. Cancellation of your subscription can be made anytime by you through the user control panel.
12. MEMBER ACCOUNT, PASSWORD AND SECURITY .
You will receive a password and account designation upon completing the Member registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Profusion360 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Profusion360 cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6.
14. DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) MEMBER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICE IS AT MEMBER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
(b) TO THE FULLEST EXTENT ALLOWED BY LAW, Profusion360 EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE CONTENTS OF THE SERVICES OR THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Profusion360 ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN CONTENT.
(c) Profusion360 IS NOT RESPONSIBLE FOR THE CONTENTS CREATED ON OR THROUGH THE SERVICE NOR IS IT RESPONSIBLE FOR THE RESPONSES SUBMITTED. Profusion360 DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE CONSEQUENCES OF THE USE OF SERVICE NOR DOES Profusion360 WARRANT THE CORRECTNESS, USEFULNESS, RELIABILITY, ACCURACY OR OTHERWISE OF ANY CONTENT. Profusion360 IS NOT RESPONSIBLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION OR OTHER LOSS RESULTING FROM USE OF OR RELIANCE IN ANY WAY ON ANY CONTENT CREATED ON OR THROUGH THE SERVICE OR THE SITE. IT IS SOLELY MEMBER’S RESPONSIBILITY TO EVALUATE THE ACCURACY, RELIABILITY, COMPLETENESS AND USEFULNESS OF ANY CONTENT CREATED OR OTHER INFORMATION RECEIVED WHILE USING THE SERVICE OR SITE.
(d) Profusion360 MAKES NO WARRANTY THAT THE SERVICE WILL MEET MEMBER’S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE OR RELIABLE; NOR DOES Profusion360 MAKE ANY WARRANTY AS TO ANY INFORMATION THAT MAY BE OBTAINED THROUGH THE SERVICE OR SITE OR THAT DEFECTS IN THE SOFTWARE FOR THE SERVICE WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(e) MEMBER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICE OR SITE IS DONE AT MEMBER’S OWN DISCRETION AND RISK AND THAT MEMBER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO MEMBER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
(f) Profusion360 MAKES NO WARRANTY REGARDNG ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR SITE OR ANY TRANSACTIONS ENTERED INTO THROUGH OR BASED UPON THE SERVICE OR THE SITE.
(g) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MEMBER FROM THE SERVICE OR SITE OR THROUGH THE SERVICE OR SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
15. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER Profusion360 NOR ANY PARENT ENTITIES, SUBSIDIARIES, AFFILIATES, OFFICERS OR EMPLOYEES SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF MEMBER’S ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF MEMBER IS DISSATISFIED WITH THE SERVICE, THE MATERIALS AVAILABLE ON OR THROUGH THE SERVICE OR THE SITE, OR WITH ANY OF THE TERMS OF AGREEMENT, MEMBER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND LEAVE THE SITE IMMEDIATELY.
16. OTHER PROHIBITED USES.
Member agrees not to transmit through the Service or the Site any pornographic, obscene, offensive, threatening, harassing, libelous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. Member shall not send any transmission that attempts to hide Member’s identity or represents Member as someone else. Any attempt by Member to transmit, publish or distribute material or content that promotes, provides or relates to instructional information about illegal activities or promotes physical harm or injury against any individual or group is strictly forbidden. Member specifically agrees not to use the Service or the Site to send any materials to any persons under 18 years of age unless and until the member has taken and follows all necessary action and compliance pursuant to provincial/state and federal laws. Member agrees not to upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of anyone else’s computer, the Service or the Site. Member agrees not to interfere or disrupt networks connected to the Service and the Site. Any attempt by Member to gain unauthorized access to any computer system, including accounts, lockers or databases maintained by and for Profusion360, is strictly forbidden. Member agrees to comply with all applicable laws relating to such conduct. If Member engages in any activity set forth in this paragraph or violates any terms or conditions of the TOS, Member’s account will be terminated and use of the Service and Site prohibited. Profusion360 will report such conduct to the appropriate authorities and turn over any and all information, regarding such activity to appropriate persons or entities.
17. YOUR CONTENT.
Profusion360 allows you to post and upload content including text, photos, links, documents, blogs, articles, and other materials. Any content you post or upload, or otherwise made available using the Service is referred to as “Member’s Content.” You are solely responsible for all content displayed including, but not limited to, your website, blog, property websites, virtual tours, flyers, ads, and anything produced for you through the Service.
Profusion360 does NOT claim ownership, usage rights, or copyright of any content that you post or upload through the Service. You own all content and information posted or uploaded by you that appears on your website and all other marketing produced by the Service. Instead, you grant Profusion360 a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use, store, display, reproduce, modify, create derivative works, and distribute your Member’s Content. We reserve the right to remove or modify Member’s Content for any reason.
You represent and warrant that:
(a) you own the Content posted by you on or through the Service, or otherwise, you have the appropriate rights or licenses to use or reproduce the content you post
(b) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation copyrights, trademark, or other intellectual property rights
(c) Profusion360 is not responsible for any Content you post or which is created using our Service. Profusion360 does not have any obligation to prescreen, monitor, edit, or remove any Content. It is your sole responsibility to monitor all content that appears on any product created from using our Service. If your Content violates these TOS, you may bear legal responsibility for that Content.
18. OUR CONTENT.
Profusion360 provides content (“our content”), including articles and images, for your website in which we own the rights to use. Our content may only be used on the electronic website design provided by our service. You may not use or republish our content on any other website or print media that is not provided by our service.
19. DATABASE AND STORAGE.
Data is maintained as long as the membership is active and in good standing. After the membership has ended, all data and content associated to the member’s account will not be accessible. If you subscribe to Profusion360 membership, there are no storage limitations while you are a subscriber. Profusion360 may from time to time publish notices regarding the maximum allowable memory space or number of property listings that may be created, saved, sent or used through the Site.
20. ANTI-SPAM POLICY.
Profusion360 prohibits the use of the Profusion360 Service in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial email (“Spam”). You may not use any Profusion360 Services to send Spam.
If Profusion360 believes that unauthorized or improper use is being made of any Profusion360 Service, it may, without notice, terminate any account which it determines is transmitting or is otherwise connected with any email that violated this policy. You will not use the Profusion360 Service to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail.
Profusion360 reserve the right, in our sole discretion, and without liability, to terminate Your Service, with or without notice, for any reason or no reason, including the use of false or invalid company and personal information. The TOS may be terminated by either party hereto at any time. Profusion360 shall not be liable to Member or any third party in any manner for termination of the Service. In the event Member should become dissatisfied with the TOS or any modifications thereof, or with the Service or the Site, Member’s only recourse is to discontinue use of the Service, terminate the membership and give notice of these actions. Upon termination, Member’s right to use the Service and the Site cease immediately and Profusion360 shall have no obligation whatsoever to forward any Member’s Content or refunds of subscription fees to the Member.
Member agrees to defend, indemnify and hold harmless Profusion360, its parent entities, subsidiaries, affiliates, officers, and employees, for any and all claims and demands, including attorney’s fees, due to or arising from Member’s use of the Service and any other conduct related in any way to the Service or the Site, including but not limited to breaching any warranty or provision contained in these Terms of Agreement.
23. NATURE OF AGREEMENT.
Member agrees that the registration procedure, account set-up and subsequent activation of the “Submit” button constitute agreement to the TOS. Further, the TOS is the entire and only agreement between the parties and supersedes any prior or other understandings, representations or warranties. Member agrees that each use of the Services and the Site reaffirms Member’s acknowledgment and agreement to the Terms of Agreement.
24. NO RESALE OF SERVICE.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
These Terms and any action related thereto will be governed by the laws of the State of California, United States without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts located in San Diego County, California, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
If anyone brings a claim against us related to your actions, content or information from the use of our Service, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim. We do not control or direct users’ actions from the use of our Service and are not responsible for the content or information contained on any product produced for you by our Service, whether digital or physical form, including, but not limited to, your website, real estate listing information, property websites, virtual tours, flyers, ads, and social media postings.
ABOUT THESE TERMS
We may modify these terms or any additional terms that apply to our Service. You should look at the terms regularly. Changes addressing new features for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.