THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY REGISTERING TO USE OUR SERVICE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. IF YOU REGISTER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU ALSO CONFIRM THAT YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY USE THE INVELO SERVICE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE AT LEAST 18 YEARS OF AGE OR (ii) ARE PROHIBITED FROM ACCESSING OR USING THIS SERVICE OR ANY OF ITS FEATURES BY APPLICABLE LAW.
These Terms of Service (these "Terms") apply to the purchase and sale of services through InveloApp.com (the "Site"). These Terms are subject to change by Invelo, Inc. (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
- Definitions. For the purposes of these Terms, the following words shall have the meanings set forth below: and
(a) The “Website” refers to the InveloApp.com website, which describes the functions and features of the Platform.
(b) The “Platform” or “Service” Invelo’s online real estate management system through which users can access Subscription Features and purchase Service Credits which can be applied towards Ancillary Services.
(c) “Subscription Feature” refers to any service included with a subscription plan.
(d) “Ancillary Service” means any service available through the Platform that is not included with your chosen subscription plan.
(e) “Service Credits” refers to usage credits purchased on the Website which may be applied towards Ancillary Services.
- License. We hereby grant you a revocable, non-exclusive, non-transferable, limited right and license to access and use the Platform to build and manage your real estate sales pipeline in accordance with your chosen subscription plan. You may not under any circumstances use the Platform in any other manner absent our express consent. The term of your License shall commence on the date that you create your account and will end if your account is terminated by either you or us. We reserve the right to immediately terminate your license if you use the Platform in breach of the terms set forth herein. Invelo retains all right, title and interest in and to the Platform, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, and all other rights whether registered or not and all applications thereof. The Platform is protected by applicable laws and treaties worldwide, and may not be copied, reproduced, or distributed in any manner or medium, in whole or in part, without our prior written consent.
- Prohibitions. The following activities are expressly prohibited and may result in the immediate termination of the License granted herein:
(a) Copying, modifying, reverse engineering, reverse assembling or otherwise attempting to discover any source code of the Platform or our Website.
(b) Removing or obscuring the copyright notice or other notices displayed on the Platform or the Website.
(c) Interfering with or disrupting the Platform, Website, or servers and networks connected thereto, or circumventing, disabling or otherwise interfering with security-related features of the Platform.
(d) Allowing any third party to access the Platform through your account, sharing your password or other account information with anyone outside your own organization, or accessing the Platform through any account other than your own.
(e) Modifying the Platform in any manner or using modified versions thereof.
(f) Selling, assigning, sublicensing, or otherwise transferring any access rights to the Platform, or allowing third parties to access the Platform in a service level environment.
(g) Using any robot, spider, scraper, or other automated means to access the Platform for any purpose.
(h) Taking any action that may impose an unreasonable or disproportionately large load on Platform infrastructure (as determined by us in our sole discretion); or
(i) Knowingly disseminating or transmitting any worms, viruses or other harmful, disruptive, or destructive files, code, programs or other similar technologies, or
(j) Utilizing the Platform in any manner that violates any statute, rule, or regulation.
We reserve the right to take any action we deem appropriate if we determine, in our sole and absolute discretion, that you have engaged in any of the prohibited actions described above, or otherwise violated any of the terms of this Agreement. Such action may include cancelling your account, terminating your license to use the System, or initiating civil or criminal legal proceedings.
- Account Access Limitations. You are solely responsible for any activity that occurs in connection with your account, whether or not authorized, and for maintaining the confidentiality of passwords and any other credentials used to access your account. In the event you discover any unauthorized access and/or use of your account, you agree to immediately terminate such access and/or use, and to promptly notify us in writing. You acknowledge and agree (i) not to exceed the aggregate number of user accounts authorized by your subscription level; (ii) that the login details assigned to each end user may only be used by that end user, and that multiple people may not share the same login details; (iii) to provide accurate and complete account and login information; (iv) to keep, and ensure that end users keep all Account login details and passwords secure at all times, and (v) ensure that any activities that occur in connection with your account comply with this Agreement.
- Price and Payment Terms. All prices, discounts, and promotions posted on the Website are subject to change without notice. The amount charged for a subscription or an Ancillary Service will be the price in effect at the time of your purchase as detailed in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(a) Subscriptions: Subscriptions are priced on a monthly or annual basis and are subject to automatic renewal on the anniversary of your initial sign-up date. Subscription plans include those Subscription Features listed for the chosen plan as of the sign-up date, plus any additional Subscription Features we may elect to include on a later date, at our sole and absolute discretion. UNLESS YOU CANCEL YOUR SUBSCRIPTION BEFORE YOUR SCHEDULED RENEWAL DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY FOR AN ADDITIONAL MONTH OR YEAR, AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE USING ANY CREDIT CARD WE HAVE ON RECORD FOR YOU.
(b) Ancillary Services: Ancillary services may be purchased an á la carte basis by purchasing Service Credits, which will then be applied towards the service(s) you select. Service Credits may be purchased on a one-time basis, or you can set your account to automatically purchase additional credits when the credits in your account fall below a level set by you.
(c) Promotions: We may occasionally offer promotions on the Website that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
(d) Terms of Payment: Payment must be made via credit card before you can access subscription benefits or apply usage credits. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
- Cancellations and Refunds. You may downgrade your paid subscription to a free account at any time prior to the scheduled renewal date by navigating to the billing page in your account profile. To avoid being charged for an additional subscription term, you must cancel your subscription before the commencement of the next billing period. SUBSCRIPTION AND SERVICE CREDIT PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. To fully cancel your account, contact us via email at
- Legal Compliance Obligations. Ancillary Services available via the Platform include various marketing services. Certain marketing channels, including without limitation, telephonic marketing (including live calls, SMS text messages, pre-recorded voice messages, and ringless voicemails) email marketing, and direct mail marketing are subject to restrictions under federal and state laws; most notably the
Telephone Consumer Protection Act of 1991 (47 U.S.C. §227 et seq.) (the “TCPA”),
the Telemarketing and Consumer Fraud and Abuse Prevention Act (15 U.S.C. §6101) (the “Telemarketing Act”) the
Telemarketing Sales Rule (16 C.F.R. §310) (the “TSR”), the national Do-Not-Call Registry (“DNC”), and the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (15 U.S.C. §103) (“CAN-SPAM”).
By using any Ancillary Service that offers marketing assistance via any regulated marketing channel, you confirm that you understand and are in compliance with the TCPA, the Telemarketing Act, the TSR, the DNC, CAN-SPAM, and any other statute, rule, or regulation that may apply to the marketing channel you choose to utilize.
- Warranty and Disclaimers.
(a) The Platform: THE PLATFORM AND ALL SUBSCRIPTION FEATURES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. INVELO MAKES NO GUARANTEES OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR APPROPRIATENESS OF THE PLATFORM OR ANY SUBSCRIPTION FEATURES, OR THAT THESE SERVICES WILL ACHIEVE A PARTICULAR RESULT, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) Ancillary Services: Ancillary Services available on the Platform are provided by third party service providers over which we have no control. The availability of certain services does not indicate an affiliation with or endorsement of any service provider. Accordingly, we do not provide any warranties with respect to such services. ALL SERVICES OFFERED ON THE PLATFORM ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF LEGAL COMPLIANCE OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF ANYONE’S FAILURE TO HONOR THEIR WARRANTY OBLIGATIONS TO YOU.
- Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THE USE OF THE PLATFORM, ANY ANCILLARY SERVICE, OR ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDYFOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICES YOU HAVE ORDERED THROUGH OUR SITE. The limitation of liability set forth above shall: (i) only apply to the extent permitted by law and (ii) not apply to liability resulting from our gross negligence or willful misconduct.
If you are a California resident, by using the Platform, you explicitly waive the rights granted to you under California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." Additional states may not allow this exclusion or limitation of liability, so the above limitation or exclusion may not apply to you.
- Indemnification. BY USING THE PLATFORM IN ANY MANNER, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS INVELO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE OR CONTENT PROVIDERS FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, ARISING OR RESULTING FROM YOUR USE OF THE PLATFORM AND ANY VIOLATION OF THESE TERMS OF SERVICE. YOU AGREE TO BE RESPONSIBLE FOR ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, ARISING OR RESULTING FROM YOUR USE OF THE SERVICES.
- Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Governing Law and Jurisdiction. The Platform and Website are operated from the United States. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Massachusetts, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Massachusetts.
- Dispute Resolution and Binding Arbitration. YOU AND INVELO ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
(a) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
(b) You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR INVELO WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
- Limitation of Actions. Any claim or cause of action arising out of your use of the Platform must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by Invelo to enforce or exercise any provision of these Terms or any related right shall not constitute a waiver of that right or provision.
- Notices. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To give us notice under these Terms, you must contact us as follows: (i) by email to
[email protected]; or (ii) by personal delivery, overnight courier, or registered or certified mail to Invelo Legal Department, 90 Glenn Street, Suite 2, Lawrence, MA 01843. We may update the email or physical address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Waivers, Severability, Third-Party Beneficiaries. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a representative of Invelo. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.