1. AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Federa Inc. ("Company," “we," “us," or “our”), concerning your access to and use of the federa.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in Virginia, United States and have our registered office at Po Box 750Great FallsVA 22066. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

EXCLUSIVE RIGHT TO REPRESENT BUYER AGREEMENT (SmartBuy Limited Service Representation) APPOINTMENT OF FEDERA INC. BROKER. In consideration of the mutual covenants contained in this Agreement, Buyer hereby appoints Broker to represent Buyer in the acquisition of real property. As used in this Agreement, “acquisition of real property” shall include any purchase, option, exchange or lease of property or an agreement to do so. Buyer is retaining Broker to acquire the following type of property described below (“Property”). TERM OF AGREEMENT. This Agreement shall run for the period of 12 months or upon cancellation via Smart Buy dashboard by buyer. If a purchase contract for Property is ratified during the SmarBuy term which provides for a settlement date beyond the SmartBuy term, this Agreement shall be extended automatically until final disposition of the purchase contract. PURCHASE PRICE. Buyer instructs Broker to prepare an offer to purchase Property at a purchase price set by the buyer in the SmartBuy buyer dashboard or such other price as later agreed upon by Buyer, which price includes Broker’s compensation. (Note: Broker does not guarantee that Property will appraise or sell at the price stated herein, nor does Broker guarantee any future selling price of the Property.) CONVEYANCES. A. Personal Property and Fixtures. Property includes the personal property and fixtures, if existing: built-in heating and central air conditioning equipment, plumbing and lighting fixtures, sump pump, attic and exhaust fans, storm windows, storm doors, screens, installed wall-to wall carpeting, window shades, blinds, window treatment hardware, smoke and heat detectors, TV antennas, exterior trees and shrubs. This information is to be provided by the seller via Smart Listing seller dashboard. Unless otherwise agreed to in writing, all surface or wall mounted electronic components/devices DO NOT convey. B. As-Is Items. Seller will not warrant the condition or working order of the items and/or systems outlined in the Smart Listing seller dashboard C. Leased Items, Systems, and/or Service Contracts. Any leased items, systems, or service contracts (including, but not limited to, termite or pest control, home warranty, fuel tanks, water treatment systems, lawn contracts, security system monitoring, and satellite contracts) DO NOT CONVEY absent an express written agreement by buyer and Seller. UTILITIES. Buyer is hereby made aware that in most jurisdictions Seller is required to disclose whether the onsite septic system serving Property is operating under a waiver of repair and/or maintenance requirements imposed by the State Board of Health. If the septic system is operating pursuant to a waiver, then Seller must provide the buyer with the “Disclosure Regarding Validity of Septic System Permit” prior to contract ratification. Such waiver is not transferable to the buyer. BROKER'S DUTIES: Broker shall represent Buyer as a limited service agent in this brokerage relationship and represent Buyer in a diligent and effective manner to assist the Buyer to locate property available for purchase and suitable to Buyer. While the Broker will advise the Buyer of such available properties, the Broker will not physically accompany the Buyer to inspect the Property, or any available properties the Buyer chooses to consider for purchase. As a limited service agent, Broker's obligations will be as set forth in this Agreement. Broker will not provide the following service to Buyer: Broker will not accompany the Buyer to any properties during the Property search and throughout the term of this Agreement. Broker will not accompany 3rd party inspection service providers to Properties under consideration or contract, as engaged by Buyer or Seller or their designees. Buyer indemnifies Broker from liability regarding any Property discoveries or lack thereof as a result of the Buyer’s and/or 3rd party visits to the Properties either under consideration or contract. Broker will provide all other professional services customarily provided by Brokers in the Property buying process such as identification of available Properties which might meet the Buyer’s search criteria, assistance in scheduling of Buyer Property visits if/as they are made available by Seller, identification of 3rd party service providers (lenders, inspection service providers, craftsmen etc.) if known, guidance and assistance in purchase contract preparation and/or negotiation, and guidance and assistance to the Buyer in understanding and meeting Buyer requirements from transaction contract to closing. By entering into this brokerage agreement, Buyer acknowledges its informed consent to the limited service agent in a residential real estate transaction by Broker and further acknowledges that neither the other party to any transaction nor any real estate licensee representing the other party is under any legal obligation to assist Buyer with the performance of any duties and responsibilities of Buyer not performed by Broker. Unless otherwise provided by law or Buyer consents in writing to the release of information, Broker shall maintain the confidentiality of personal information, financial information and other matters identified as confidential by Buyer that is received from Buyer during the brokerage relationship. If Broker is not the listing firm of the seller (the “Listing Firm”), Broker shall represent solely the interest of Buyer in all negotiations and transactions regarding the acquisition of real property as laid out in this Agreement and shall repudiate any agency relationship with the seller unless consented to in writing by Buyer. Broker shall have no obligation to search out such properties beyond those that come to the attention of Broker in the ordinary course of Broker's business. Broker may represent other buyers who may be interested in the same property as Buyer. BUYER'S DUTIES: Buyer shall: work exclusively with Broker during the term of this Agreement; comply with the reasonable requests of Broker to supply any pertinent information or personal data needed to fulfill the terms of this Agreement; pay Broker the compensation set forth below; be willing to view properties not accompanied by Broker; consult with Broker before visiting any resale or new homes or contacting any other real estate licensees or property owners to avoid confusion over the brokerage relationships and liability for payment of the compensation due to Broker; and inform all sellers and licensees whom Buyer contacts of Buyer's brokerage relationship with Broker. COMPENSATION: Broker is authorized to receive the compensation offered by the Listing Firm to a buyer's broker or paid by a seller, which compensation will be credited against the Fee (defined below) due by Buyer to Broker. The compensation offered by the Listing Firm or by a Seller to a Buyer's Broker on property acquired by Buyer, but such compensation shall not be less than 2.5% of Purchase Price of the Property BUYER CASHBACK – In recognition of performance of terms of the Agreement, including Broker never physically visiting the Property, Broker Fee Cashback to Buyer at transaction closing is provided as follows: If Seller base commission to Buyer agent is 3% of Purchase Price, Broker will provide CASHBACK to Buyer in amount of 1% of Purchase Price If Seller base commission to Buyer agent is 2.5% of Purchase Price, Broker will provide CASHBACK to Buyer in amount of .5% of Purchase Price Buyer Cashback is offered in all states where allowed (not legislature approved in KS). The Brokerage Account Setup Fee shall be due coincident with entry into this Agreement, and the balance of Fee shall be due during the term of this Agreement if Buyer enters a contract to acquire a property of the type described above through services of Broker or otherwise, or the material conditions of such contract are subsequently met. The Fee shall also be due to Broker if the real property is shown or described to Buyer by Broker during the term of this Agreement and Buyer obtains title thereto within 60 days after the expiration of this Agreement unless Buyer has entered into a subsequent buyer brokerage agreement with another real estate brokerage firm. The Fee shall be payable to Broker on the earlier of transfer of title or any action or default by Buyer which results in Buyer's not obtaining title to the property after the material conditions of the contract for the acquisition of the real property are met. Buyer's obligation to pay the Fee shall survive the termination of this Agreement. Any compensation received by Broker from the Listing Firm or seller (including any selling bonus) in excess of the Fee shall be paid to and retained by Broker even though said amount may exceed the Fee. Broker shall promptly disclose any selling bonus to Buyer, but in all events prior to contract ratification. After crediting any compensation received by Broker from the Listing Firm or the seller, Buyer shall be responsible for the balance of the Fee due to Broker. Buyer shall not modify Broker's Fee in any real estate purchase contract. DUAL/DESIGNATED AGENTS: Buyer acknowledges that Broker may represent sellers of property as a listing agent, and certain properties listed by Broker may be of interest to Buyer. Buyer authorizes Broker to bring to Buyer's attention any properties listed by Broker which may suit Buyer's needs and hereby instructs Broker to inform Buyer at the time of its representation of the seller. If Buyer elects to view or consider property listed by Broker and to make an offer on such property, then dual agency by the Broker will exist, and Broker must either obtain the written consent of Buyer and Broker's seller client to: (i) assign different licensees of Broker as designated agents to represent Buyer and seller; or (b) act as a dual agent for Buyer and seller in the same transaction. Under Virginia law, designated agents shall not be considered dual agents and shall not be limited in their ability to represent the client to whom they are designated in the transaction. The principal or supervising broker who is supervising the transaction is considered a dual agent of both Buyer and seller, and such broker's ability to represent both clients will be limited. Broker shall not disclose to either client or such client's designated agent any information that has been given to Broker by the other client within the confidence and trust of the brokerage relationship, unless the disclosure is required by law or consented to in writing by the affected party. In dual agency, there is a limitation on Broker's ability to represent either Buyer or seller fully and exclusively. Paragraph 7 of this Agreement contains a disclosure explaining more fully the roles and responsibilities of Buyer, a seller and the agent in a dual agency. Broker shall request Buyer's consent to act as a dual agent if Buyer desires to make an offer on a property listed by Broker and Buyer agrees that before making an offer on any property listed by Broker, Buyer will enter into a written consent to a dual agency on the part of Broker. DISCLOSURE REGARDING DUAL AGENCY: If Buyer is shown a property listed by Broker and/or makes an offer on such property, and Broker has not designated agents to represent Buyer and the seller, Broker and all of Broker's licensees will be acting as the agent for both the seller and Buyer in the transaction. In such a transaction, Broker will remain impartial to the seller and Buyer. Buyer agrees that Broker shall not be liable to either party for refusing or failing to disclose information which, in the sole discretion of Broker, would harm one party's bargaining position and would benefit the other party. Broker cannot disclose or advise either Buyer or seller as to (i) the terms to offer or accept in any offer or counteroffer; (ii) the suitability of the property, its condition (other than to make any disclosures as required by law of any licensee representing a seller), or the repairs to make or request; or (iii) any dispute that arises relating to the transaction. If the seller and Buyer do not enter into an agreement for the purchase of the seller's property, such dual agency shall terminate. Buyer acknowledges the implications of Broker's dual agency, including the limitation on Broker's ability to represent the seller or Buyer fully and exclusively. Buyer understands that Buyer may seek independent legal counsel or engage another real estate licensee at Buyer's sole expense in order to assist with any matter relating to a purchase agreement or to the transaction that is the subject matter of a purchase agreement. If Buyer engages legal counsel and/or another real estate licensee, Broker shall: (i) continue to act as a dual agent with the consent of Buyer; or (ii) terminate Broker's representation of Buyer by written notice to Buyer only with respect to the property listed by Broker in which Buyer has made an offer, but in either choice of (i) or (ii) above, Broker shall be entitled to the Fee set forth in Paragraph 5 unless otherwise agreed to by Broker. Provided Broker has acted in accordance with its obligations under this Agreement, Broker shall not be liable for any claims, damages, losses, expenses or liabilities arising from Broker's role as dual agent. Buyer shall have a duty to protect its own interests and should read any purchase agreement carefully to insure that it accurately sets forth terms Buyer wants included in the purchase agreement. If acting as a dual agent, Broker will: treat the seller and Buyer honestly; disclose material facts about the property that are known to Broker as required by law; assist in the preparation of the purchase agreement; work diligently to facilitate the sale and work with the seller and Buyer's settlement agent/attorney to facilitate closing. Broker may also assist Buyer to arrange property inspections, help Buyer compare financing alternatives, and provide information about comparable properties so the seller and Buyer may make an educated decision about the price to be contained in the purchase agreement. CONFIDENTIAL INFORMATION. Broker shall maintain the confidentiality of all personal and financial information and other matters identified as confidential by Seller which were obtained by Broker during the brokerage relationship, unless Buyer consents in writing to the release of such information or as otherwise provided by law. The obligation of Broker to preserve confidential information continues after termination of the brokerage relationship. Information concerning latent material defects about Property is not considered confidential information. Broker may share information with cooperating entities, staff, or other organizations at the discretion of Federa. COMPLIANCE WITH FAIR HOUSING LAWS. Property shall be identified to Buyer as available without regard to race, color, religion, sex, handicap, familial status, or national origin as well as all classes protected by the laws of the United States, the Commonwealth of Virginia, and applicable local jurisdictions, or by the REALTOR® Code of Ethics. PROPERTY CONDITION. Buyer acknowledges that Broker has informed Buyer that the Seller’s Broker is required to inform the Seller of Seller’s rights and obligations under the Residential Property Disclosure Act. If the Property being considered for purchase by the Buyer is not exempt from the Act, Seller will have completed and provided to Seller’s Broker a Residential Property Disclosure Statement, or any other applicable disclosures as may be required. Buyer acknowledges that Seller’s Broker is required to disclose to prospective buyers all material adverse facts pertaining to the physical condition of Property actually known by Seller’s Broker. Throughout the course of this transaction, Buyer’s Broker shall not visit the Property and shall not be obligated to discover latent defects in Property or to advise on property condition matters outside the scope of Broker’s real estate license. Buyer shall indemnify, save, and hold Broker harmless from all claims, complaints, disputes, litigation, judgments and attorney’s fees arising from any incorrect information supplied by Seller or from Seller’s failure to disclose any material adverse facts. LEAD-BASED PAINT DISCLOSURE. Via Smart Listing seller dashboard Seller represents that the residential dwelling(s) at Property were OR were not constructed before 1978. If the dwelling(s) were constructed before 1978, Seller is subject to federal law concerning disclosure of the possible presence of lead based paint at Property, and Seller acknowledges that Broker has informed Seller of Seller’s obligations under the law. If the dwelling(s) were constructed before 1978, unless exempt under 42 U.S.C. 4852(d), Seller has completed and provided to Broker the form, “Sale: Disclosure And Acknowledgment Of Information On Lead-Based Paint And/Or Lead-Based Paint Hazards” or equivalent form. LEAD-BASED PAINT DISCLOSURE. Buyer acknowledges that Seller is required represent that the residential dwelling(s) at Property were OR were not constructed before 1978. If the dwelling(s) were constructed before 1978, Seller is subject to federal law concerning disclosure of the possible presence of lead-based paint at Property. If the dwelling(s) were constructed before 1978, unless exempt under 42 U.S.C. 4852(d), Seller has completed and provided to Broker the form, “Sale: Disclosure And Acknowledgment Of Information On Lead-Based Paint And/Or Lead-Based Paint Hazards” or equivalent form. CLOSING COSTS. Fees for the preparation of closing documents, that portion of the settlement agent’s fee billed to Buyer, Buyer’s legal fees, Tax prorations, and any other proper charges assessed to Buyer will be paid by Buyer unless provided otherwise in the sales contract. Buyer acknowledges that the closing transaction may be subject to Wet Settlement Act, Foreign Investment in Real Property Tax Act - FIRPTA), and other laws, rules and regulations. Buyer is advised to seek legal and/or financial advice concerning these matters. IRS/FIRPTA. Section 1445 of the Internal Revenue Service (IRS) Code may require a buyer or the settlement agent to report the gross sales price, Buyer’s federal tax identification number and other required information to the IRS. Buyer shall provide to the settlement agent such information upon request. MISCELLANEOUS PROVISIONS. A. Appropriate Professional Advice. Broker can counsel on real estate matters, but if Buyer desires legal advice, Buyer is advised to seek legal counsel. Buyer is advised further to seek appropriate professional advice concerning, but not limited to, the condition of Property or tax and insurance matters. B. Service Provider Referrals. Broker or one of Broker’s sales associates may refer a service provider to assist Buyer in this transaction. This referral is not an endorsement, guarantee or warranty as to the quality, cost and/or timeliness of the services to be provided. Buyer is advised to independently investigate all options for service providers and consider whether any service provider will work effectively with Buyer. Buyer is free to reject any referred service provider for any or no reason. C. Wire Fraud. Buyer should never transmit nonpublic personal information, such as credit or debit card, bank account or routing numbers, by email or other unsecured electronic communication. There are numerous e-mail phishing scams that involve fraudulent requests to wire funds in conjunction with a real estate transaction. If Buyer receives any electronic communication directing the transfer of funds or to provide nonpublic personal information, even if that electronic communication appears to be from a representative of Broker, do not respond. Such requests, even if they may otherwise appear to be from Broker, could be part of a scheme to defraud Seller by misdirecting the transfer of sale proceeds or using Buyer’s identity to commit a crime. If Buyer should receive wiring instructions via electronic means that appear to be from a legitimate source involved in Buyer’s real estate transaction, Buyer should verify - using contact information other than that provided in the communication - that the instructions were sent by an actual representative of the requesting company. Conversely, if Seller has provided wiring instructions to a third party, it is important to confirm with the representative of said company that the wire instructions are not to be substituted without Buyer’s verified written consent. When wiring funds, never rely exclusively on an e-mail, fax or text communication. D. Subsequent Offers After Contract Acceptance. After a sales contract has been ratified on Property, Broker recommends Buyer obtain the advice of legal counsel prior to acceptance of any subsequent offer. E. Governing Law. The laws of the State of Delaware shall govern the validity, interpretation, and enforcement of this Agreement. F. Arbitration Clause. Any dispute arising from this agreement will be resolved via arbitration venue decided by Federa at its sole discretion. Arbitration ruling will be deemed final. Arbitration fees to be remitted by Seller prior to commencement of any dispute resolution. Buyer agrees no court action will be brought against Federa and/or its officers, employees, shareholders without written consent of Federa Inc. G. Binding Agreement. This Agreement will be binding upon use of Federa and its web properties including but limited to Federa.com the parties, and each of their respective heirs, executors, administrators, successors and permitted assigns. The provisions hereof will survive the sale of Property and will not be merged therein. This Agreement, unless amended in writing by the parties, contains the final and entire agreement and the parties will not be bound by any terms, conditions, oral statements, warranties, or representations not herein contained. ATTORNEYS’ FEES. If any Party breaches this Agreement and a non-breaching Party retains legal counsel to enforce its rights hereunder, the non-breaching Party shall be entitled to recover against the breaching Party, in addition to any other damages recoverable against any breaching Party, all of its reasonable Legal Expenses incurred in enforcing its rights under this Agreement, whether or not suit is filed, and in obtaining, enforcing and/or defending any judgment related thereto. Should any tribunal of competent jurisdiction determine that more than one Party to the dispute has breached this Agreement, then all such breaching Parties shall bear their own costs. However, if the tribunal determines that one or more of the Parties is a “Substantially Prevailing Party,” any such Substantially Prevailing Party shall be entitled to recover from any of the breaching Parties, in addition to any other damages recoverable against any breaching Party, all of its reasonable Legal Expenses incurred in enforcing its rights under this Agreement, whether or not suit is filed, and in obtaining, enforcing and/or defending any judgment related thereto. “Party” as used in this paragraph includes any third-party beneficiary identified herein. “Legal Expenses” as used in this paragraph includes attorneys’ fees, court costs, and litigation expenses, if any, including, but not limited to, expert witness fees, and court reporter fees. RECORDINGS WITHIN THE PROPERTY: Prior to photographing, videographing or videotelephoning the property without prior written permission of the owner, Buyer should speak with an attorney. Buyer should be aware that the seller may have a security system that records or allows for remote monitoring of the property, including recording or broadcasting audio. Sellers may be able to listen to conversations in their properties and Buyer should be aware that any discussions of negotiation strategies held in the property may not be confidential. Buyer hereby releases Broker, buyer agent and employees from any liability which may result from any recording in the property. MISCELLANEOUS: Buyer acknowledges that Broker is being retained solely as a limited services real estate agent and is not an attorney, tax advisor, lender, appraiser, surveyor, structural engineer, home inspector or other service provider. Buyer has been advised to seek professional advice for any such matters. This Agreement may not be modified or changed except by written instrument executed by the parties, and it shall be construed, interpreted, and applied according to the laws of the Commonwealth of Virginia. WIRE FRAUD ALERT. Criminals are hacking email accounts of real estate agents, title companies, settlement attorneys, and others, resulting in fraudulent wire instructions being used to divert funds to the account of the criminal. Buyer is advised to not wire any funds without personally speaking with the intended recipient of the wire to confirm the routing number and the account number. Buyer should not send personal information such as Social Security numbers, bank account numbers, and credit card numbers except through secured email or personal delivery to the intended recipient.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.


2. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.


3. USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).


4. USER REGISTRATION
  
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.


5. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:
  • Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Site.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
  • Use the Site to advertise or offer to sell goods and services.
  • Sell or otherwise transfer your profile.


6. USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
  • The creation, 
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.


7. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.


8. GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.


9. MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the application; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the application; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the application; (5) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the application for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the application; (8) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; (3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms of Use, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms of Use against you as a third-party beneficiary thereof.


10. SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.


11. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.


12. THIRD-PARTY WEBSITE AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.


13. ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser, you shall take full responsibility for any advertisements you place on the Site and any services provided on the Site or products sold through those advertisements. Further, as an advertiser, you warrant and represent that you possess all rights and authority to place advertisements on the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual rights. As an advertiser, you agree that such advertisements are subject to our Digital Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you understand and agree there will be no refund or other compensation for DMCA takedown-related issues. We simply provide the space to place such advertisements, and we have no other relationship with advertisers.


14. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.


15. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://federa.com/legal/privacy/By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in <b>the&nbsp;<b>United States<b></b></b></b>. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.


16. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY
   
Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent
Artin Javan
Attn: Copyright Agent
752 Walker rd
Ste B
great falls, VA 22066
United States
admin@federa.com


17. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.


18. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.


GOVERNING LAW 

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.


20. DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States, Delaware. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the<b>&nbsp;state and federal courts<b></b></b> located in United States, Delaware, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.


21. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.


22. DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.


23. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


24. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.


25. USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.


26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.


27. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.


28. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

EXCLUSIVE RIGHT TO REPRESENT BUYER AGREEMENT (SmartBuy Limited Service Representation) APPOINTMENT OF FEDERA INC. BROKER. In consideration of the mutual covenants contained in this Agreement, Buyer hereby appoints Broker to represent Buyer in the acquisition of real property. As used in this Agreement, “acquisition of real property” shall include any purchase, option, exchange or lease of property or an agreement to do so. Buyer is retaining Broker to acquire the following type of property described below (“Property”). TERM OF AGREEMENT. This Agreement shall run for the period of 12 months or upon cancellation via Smart Buy dashboard by buyer. If a purchase contract for Property is ratified during the SmarBuy term which provides for a settlement date beyond the SmartBuy term, this Agreement shall be extended automatically until final disposition of the purchase contract. PURCHASE PRICE. Buyer instructs Broker to prepare an offer to purchase Property at a purchase price set by the buyer in the SmartBuy buyer dashboard or such other price as later agreed upon by Buyer, which price includes Broker’s compensation. (Note: Broker does not guarantee that Property will appraise or sell at the price stated herein, nor does Broker guarantee any future selling price of the Property.) CONVEYANCES. A. Personal Property and Fixtures. Property includes the personal property and fixtures, if existing: built-in heating and central air conditioning equipment, plumbing and lighting fixtures, sump pump, attic and exhaust fans, storm windows, storm doors, screens, installed wall-to wall carpeting, window shades, blinds, window treatment hardware, smoke and heat detectors, TV antennas, exterior trees and shrubs. This information is to be provided by the seller via Smart Listing seller dashboard. Unless otherwise agreed to in writing, all surface or wall mounted electronic components/devices DO NOT convey. B. As-Is Items. Seller will not warrant the condition or working order of the items and/or systems outlined in the Smart Listing seller dashboard C. Leased Items, Systems, and/or Service Contracts. Any leased items, systems, or service contracts (including, but not limited to, termite or pest control, home warranty, fuel tanks, water treatment systems, lawn contracts, security system monitoring, and satellite contracts) DO NOT CONVEY absent an express written agreement by buyer and Seller. UTILITIES. Buyer is hereby made aware that in most jurisdictions Seller is required to disclose whether the onsite septic system serving Property is operating under a waiver of repair and/or maintenance requirements imposed by the State Board of Health. If the septic system is operating pursuant to a waiver, then Seller must provide the buyer with the “Disclosure Regarding Validity of Septic System Permit” prior to contract ratification. Such waiver is not transferable to the buyer. BROKER'S DUTIES: Broker shall represent Buyer as a limited service agent in this brokerage relationship and represent Buyer in a diligent and effective manner to assist the Buyer to locate property available for purchase and suitable to Buyer. While the Broker will advise the Buyer of such available properties, the Broker will not physically accompany the Buyer to inspect the Property, or any available properties the Buyer chooses to consider for purchase. As a limited service agent, Broker's obligations will be as set forth in this Agreement. Broker will not provide the following service to Buyer: Broker will not accompany the Buyer to any properties during the Property search and throughout the term of this Agreement. Broker will not accompany 3rd party inspection service providers to Properties under consideration or contract, as engaged by Buyer or Seller or their designees. Buyer indemnifies Broker from liability regarding any Property discoveries or lack thereof as a result of the Buyer’s and/or 3rd party visits to the Properties either under consideration or contract. Broker will provide all other professional services customarily provided by Brokers in the Property buying process such as identification of available Properties which might meet the Buyer’s search criteria, assistance in scheduling of Buyer Property visits if/as they are made available by Seller, identification of 3rd party service providers (lenders, inspection service providers, craftsmen etc.) if known, guidance and assistance in purchase contract preparation and/or negotiation, and guidance and assistance to the Buyer in understanding and meeting Buyer requirements from transaction contract to closing. By entering into this brokerage agreement, Buyer acknowledges its informed consent to the limited service agent in a residential real estate transaction by Broker and further acknowledges that neither the other party to any transaction nor any real estate licensee representing the other party is under any legal obligation to assist Buyer with the performance of any duties and responsibilities of Buyer not performed by Broker. Unless otherwise provided by law or Buyer consents in writing to the release of information, Broker shall maintain the confidentiality of personal information, financial information and other matters identified as confidential by Buyer that is received from Buyer during the brokerage relationship. If Broker is not the listing firm of the seller (the “Listing Firm”), Broker shall represent solely the interest of Buyer in all negotiations and transactions regarding the acquisition of real property as laid out in this Agreement and shall repudiate any agency relationship with the seller unless consented to in writing by Buyer. Broker shall have no obligation to search out such properties beyond those that come to the attention of Broker in the ordinary course of Broker's business. Broker may represent other buyers who may be interested in the same property as Buyer. BUYER'S DUTIES: Buyer shall: work exclusively with Broker during the term of this Agreement; comply with the reasonable requests of Broker to supply any pertinent information or personal data needed to fulfill the terms of this Agreement; pay Broker the compensation set forth below; be willing to view properties not accompanied by Broker; consult with Broker before visiting any resale or new homes or contacting any other real estate licensees or property owners to avoid confusion over the brokerage relationships and liability for payment of the compensation due to Broker; and inform all sellers and licensees whom Buyer contacts of Buyer's brokerage relationship with Broker. COMPENSATION: Broker is authorized to receive the compensation offered by the Listing Firm to a buyer's broker or paid by a seller, which compensation will be credited against the Fee (defined below) due by Buyer to Broker. The compensation offered by the Listing Firm or by a Seller to a Buyer's Broker on property acquired by Buyer, but such compensation shall not be less than 2.5% of Purchase Price of the Property BUYER CASHBACK – In recognition of performance of terms of the Agreement, including Broker never physically visiting the Property, Broker Fee Cashback to Buyer at transaction closing is provided as follows: If Seller base commission to Buyer agent is 3% of Purchase Price, Broker will provide CASHBACK to Buyer in amount of 1% of Purchase Price If Seller base commission to Buyer agent is 2.5% of Purchase Price, Broker will provide CASHBACK to Buyer in amount of .5% of Purchase Price Buyer Cashback is offered in all states where allowed (not legislature approved in KS). The Brokerage Account Setup Fee shall be due coincident with entry into this Agreement, and the balance of Fee shall be due during the term of this Agreement if Buyer enters a contract to acquire a property of the type described above through services of Broker or otherwise, or the material conditions of such contract are subsequently met. The Fee shall also be due to Broker if the real property is shown or described to Buyer by Broker during the term of this Agreement and Buyer obtains title thereto within 60 days after the expiration of this Agreement unless Buyer has entered into a subsequent buyer brokerage agreement with another real estate brokerage firm. The Fee shall be payable to Broker on the earlier of transfer of title or any action or default by Buyer which results in Buyer's not obtaining title to the property after the material conditions of the contract for the acquisition of the real property are met. Buyer's obligation to pay the Fee shall survive the termination of this Agreement. Any compensation received by Broker from the Listing Firm or seller (including any selling bonus) in excess of the Fee shall be paid to and retained by Broker even though said amount may exceed the Fee. Broker shall promptly disclose any selling bonus to Buyer, but in all events prior to contract ratification. After crediting any compensation received by Broker from the Listing Firm or the seller, Buyer shall be responsible for the balance of the Fee due to Broker. Buyer shall not modify Broker's Fee in any real estate purchase contract. DUAL/DESIGNATED AGENTS: Buyer acknowledges that Broker may represent sellers of property as a listing agent, and certain properties listed by Broker may be of interest to Buyer. Buyer authorizes Broker to bring to Buyer's attention any properties listed by Broker which may suit Buyer's needs and hereby instructs Broker to inform Buyer at the time of its representation of the seller. If Buyer elects to view or consider property listed by Broker and to make an offer on such property, then dual agency by the Broker will exist, and Broker must either obtain the written consent of Buyer and Broker's seller client to: (i) assign different licensees of Broker as designated agents to represent Buyer and seller; or (b) act as a dual agent for Buyer and seller in the same transaction. Under Virginia law, designated agents shall not be considered dual agents and shall not be limited in their ability to represent the client to whom they are designated in the transaction. The principal or supervising broker who is supervising the transaction is considered a dual agent of both Buyer and seller, and such broker's ability to represent both clients will be limited. Broker shall not disclose to either client or such client's designated agent any information that has been given to Broker by the other client within the confidence and trust of the brokerage relationship, unless the disclosure is required by law or consented to in writing by the affected party. In dual agency, there is a limitation on Broker's ability to represent either Buyer or seller fully and exclusively. Paragraph 7 of this Agreement contains a disclosure explaining more fully the roles and responsibilities of Buyer, a seller and the agent in a dual agency. Broker shall request Buyer's consent to act as a dual agent if Buyer desires to make an offer on a property listed by Broker and Buyer agrees that before making an offer on any property listed by Broker, Buyer will enter into a written consent to a dual agency on the part of Broker. DISCLOSURE REGARDING DUAL AGENCY: If Buyer is shown a property listed by Broker and/or makes an offer on such property, and Broker has not designated agents to represent Buyer and the seller, Broker and all of Broker's licensees will be acting as the agent for both the seller and Buyer in the transaction. In such a transaction, Broker will remain impartial to the seller and Buyer. Buyer agrees that Broker shall not be liable to either party for refusing or failing to disclose information which, in the sole discretion of Broker, would harm one party's bargaining position and would benefit the other party. Broker cannot disclose or advise either Buyer or seller as to (i) the terms to offer or accept in any offer or counteroffer; (ii) the suitability of the property, its condition (other than to make any disclosures as required by law of any licensee representing a seller), or the repairs to make or request; or (iii) any dispute that arises relating to the transaction. If the seller and Buyer do not enter into an agreement for the purchase of the seller's property, such dual agency shall terminate. Buyer acknowledges the implications of Broker's dual agency, including the limitation on Broker's ability to represent the seller or Buyer fully and exclusively. Buyer understands that Buyer may seek independent legal counsel or engage another real estate licensee at Buyer's sole expense in order to assist with any matter relating to a purchase agreement or to the transaction that is the subject matter of a purchase agreement. If Buyer engages legal counsel and/or another real estate licensee, Broker shall: (i) continue to act as a dual agent with the consent of Buyer; or (ii) terminate Broker's representation of Buyer by written notice to Buyer only with respect to the property listed by Broker in which Buyer has made an offer, but in either choice of (i) or (ii) above, Broker shall be entitled to the Fee set forth in Paragraph 5 unless otherwise agreed to by Broker. Provided Broker has acted in accordance with its obligations under this Agreement, Broker shall not be liable for any claims, damages, losses, expenses or liabilities arising from Broker's role as dual agent. Buyer shall have a duty to protect its own interests and should read any purchase agreement carefully to insure that it accurately sets forth terms Buyer wants included in the purchase agreement. If acting as a dual agent, Broker will: treat the seller and Buyer honestly; disclose material facts about the property that are known to Broker as required by law; assist in the preparation of the purchase agreement; work diligently to facilitate the sale and work with the seller and Buyer's settlement agent/attorney to facilitate closing. Broker may also assist Buyer to arrange property inspections, help Buyer compare financing alternatives, and provide information about comparable properties so the seller and Buyer may make an educated decision about the price to be contained in the purchase agreement. CONFIDENTIAL INFORMATION. Broker shall maintain the confidentiality of all personal and financial information and other matters identified as confidential by Seller which were obtained by Broker during the brokerage relationship, unless Buyer consents in writing to the release of such information or as otherwise provided by law. The obligation of Broker to preserve confidential information continues after termination of the brokerage relationship. Information concerning latent material defects about Property is not considered confidential information. Broker may share information with cooperating entities, staff, or other organizations at the discretion of Federa. COMPLIANCE WITH FAIR HOUSING LAWS. Property shall be identified to Buyer as available without regard to race, color, religion, sex, handicap, familial status, or national origin as well as all classes protected by the laws of the United States, the Commonwealth of Virginia, and applicable local jurisdictions, or by the REALTOR® Code of Ethics. PROPERTY CONDITION. Buyer acknowledges that Broker has informed Buyer that the Seller’s Broker is required to inform the Seller of Seller’s rights and obligations under the Residential Property Disclosure Act. If the Property being considered for purchase by the Buyer is not exempt from the Act, Seller will have completed and provided to Seller’s Broker a Residential Property Disclosure Statement, or any other applicable disclosures as may be required. Buyer acknowledges that Seller’s Broker is required to disclose to prospective buyers all material adverse facts pertaining to the physical condition of Property actually known by Seller’s Broker. Throughout the course of this transaction, Buyer’s Broker shall not visit the Property and shall not be obligated to discover latent defects in Property or to advise on property condition matters outside the scope of Broker’s real estate license. Buyer shall indemnify, save, and hold Broker harmless from all claims, complaints, disputes, litigation, judgments and attorney’s fees arising from any incorrect information supplied by Seller or from Seller’s failure to disclose any material adverse facts. LEAD-BASED PAINT DISCLOSURE. Via Smart Listing seller dashboard Seller represents that the residential dwelling(s) at Property were OR were not constructed before 1978. If the dwelling(s) were constructed before 1978, Seller is subject to federal law concerning disclosure of the possible presence of lead based paint at Property, and Seller acknowledges that Broker has informed Seller of Seller’s obligations under the law. If the dwelling(s) were constructed before 1978, unless exempt under 42 U.S.C. 4852(d), Seller has completed and provided to Broker the form, “Sale: Disclosure And Acknowledgment Of Information On Lead-Based Paint And/Or Lead-Based Paint Hazards” or equivalent form. LEAD-BASED PAINT DISCLOSURE. Buyer acknowledges that Seller is required represent that the residential dwelling(s) at Property were OR were not constructed before 1978. If the dwelling(s) were constructed before 1978, Seller is subject to federal law concerning disclosure of the possible presence of lead-based paint at Property. If the dwelling(s) were constructed before 1978, unless exempt under 42 U.S.C. 4852(d), Seller has completed and provided to Broker the form, “Sale: Disclosure And Acknowledgment Of Information On Lead-Based Paint And/Or Lead-Based Paint Hazards” or equivalent form. CLOSING COSTS. Fees for the preparation of closing documents, that portion of the settlement agent’s fee billed to Buyer, Buyer’s legal fees, Tax prorations, and any other proper charges assessed to Buyer will be paid by Buyer unless provided otherwise in the sales contract. Buyer acknowledges that the closing transaction may be subject to Wet Settlement Act, Foreign Investment in Real Property Tax Act - FIRPTA), and other laws, rules and regulations. Buyer is advised to seek legal and/or financial advice concerning these matters. IRS/FIRPTA. Section 1445 of the Internal Revenue Service (IRS) Code may require a buyer or the settlement agent to report the gross sales price, Buyer’s federal tax identification number and other required information to the IRS. Buyer shall provide to the settlement agent such information upon request. MISCELLANEOUS PROVISIONS. A. Appropriate Professional Advice. Broker can counsel on real estate matters, but if Buyer desires legal advice, Buyer is advised to seek legal counsel. Buyer is advised further to seek appropriate professional advice concerning, but not limited to, the condition of Property or tax and insurance matters. B. Service Provider Referrals. Broker or one of Broker’s sales associates may refer a service provider to assist Buyer in this transaction. This referral is not an endorsement, guarantee or warranty as to the quality, cost and/or timeliness of the services to be provided. Buyer is advised to independently investigate all options for service providers and consider whether any service provider will work effectively with Buyer. Buyer is free to reject any referred service provider for any or no reason. C. Wire Fraud. Buyer should never transmit nonpublic personal information, such as credit or debit card, bank account or routing numbers, by email or other unsecured electronic communication. There are numerous e-mail phishing scams that involve fraudulent requests to wire funds in conjunction with a real estate transaction. If Buyer receives any electronic communication directing the transfer of funds or to provide nonpublic personal information, even if that electronic communication appears to be from a representative of Broker, do not respond. Such requests, even if they may otherwise appear to be from Broker, could be part of a scheme to defraud Seller by misdirecting the transfer of sale proceeds or using Buyer’s identity to commit a crime. If Buyer should receive wiring instructions via electronic means that appear to be from a legitimate source involved in Buyer’s real estate transaction, Buyer should verify - using contact information other than that provided in the communication - that the instructions were sent by an actual representative of the requesting company. Conversely, if Seller has provided wiring instructions to a third party, it is important to confirm with the representative of said company that the wire instructions are not to be substituted without Buyer’s verified written consent. When wiring funds, never rely exclusively on an e-mail, fax or text communication. D. Subsequent Offers After Contract Acceptance. After a sales contract has been ratified on Property, Broker recommends Buyer obtain the advice of legal counsel prior to acceptance of any subsequent offer. E. Governing Law. The laws of the State of Delaware shall govern the validity, interpretation, and enforcement of this Agreement. F. Arbitration Clause. Any dispute arising from this agreement will be resolved via arbitration venue decided by Federa at its sole discretion. Arbitration ruling will be deemed final. Arbitration fees to be remitted by Seller prior to commencement of any dispute resolution. Buyer agrees no court action will be brought against Federa and/or its officers, employees, shareholders without written consent of Federa Inc. G. Binding Agreement. This Agreement will be binding upon use of Federa and its web properties including but limited to Federa.com the parties, and each of their respective heirs, executors, administrators, successors and permitted assigns. The provisions hereof will survive the sale of Property and will not be merged therein. This Agreement, unless amended in writing by the parties, contains the final and entire agreement and the parties will not be bound by any terms, conditions, oral statements, warranties, or representations not herein contained. ATTORNEYS’ FEES. If any Party breaches this Agreement and a non-breaching Party retains legal counsel to enforce its rights hereunder, the non-breaching Party shall be entitled to recover against the breaching Party, in addition to any other damages recoverable against any breaching Party, all of its reasonable Legal Expenses incurred in enforcing its rights under this Agreement, whether or not suit is filed, and in obtaining, enforcing and/or defending any judgment related thereto. Should any tribunal of competent jurisdiction determine that more than one Party to the dispute has breached this Agreement, then all such breaching Parties shall bear their own costs. However, if the tribunal determines that one or more of the Parties is a “Substantially Prevailing Party,” any such Substantially Prevailing Party shall be entitled to recover from any of the breaching Parties, in addition to any other damages recoverable against any breaching Party, all of its reasonable Legal Expenses incurred in enforcing its rights under this Agreement, whether or not suit is filed, and in obtaining, enforcing and/or defending any judgment related thereto. “Party” as used in this paragraph includes any third-party beneficiary identified herein. “Legal Expenses” as used in this paragraph includes attorneys’ fees, court costs, and litigation expenses, if any, including, but not limited to, expert witness fees, and court reporter fees. RECORDINGS WITHIN THE PROPERTY: Prior to photographing, videographing or videotelephoning the property without prior written permission of the owner, Buyer should speak with an attorney. Buyer should be aware that the seller may have a security system that records or allows for remote monitoring of the property, including recording or broadcasting audio. Sellers may be able to listen to conversations in their properties and Buyer should be aware that any discussions of negotiation strategies held in the property may not be confidential. Buyer hereby releases Broker, buyer agent and employees from any liability which may result from any recording in the property. MISCELLANEOUS: Buyer acknowledges that Broker is being retained solely as a limited services real estate agent and is not an attorney, tax advisor, lender, appraiser, surveyor, structural engineer, home inspector or other service provider. Buyer has been advised to seek professional advice for any such matters. This Agreement may not be modified or changed except by written instrument executed by the parties, and it shall be construed, interpreted, and applied according to the laws of the Commonwealth of Virginia. WIRE FRAUD ALERT. Criminals are hacking email accounts of real estate agents, title companies, settlement attorneys, and others, resulting in fraudulent wire instructions being used to divert funds to the account of the criminal. Buyer is advised to not wire any funds without personally speaking with the intended recipient of the wire to confirm the routing number and the account number. Buyer should not send personal information such as Social Security numbers, bank account numbers, and credit card numbers except through secured email or personal delivery to the intended recipient.


29. CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Federa Inc.
Po Box 750
Great FallsVA 22066
United States
Phone: 866-344-1324
admin@federa.com

Smart Agent Terms

These Terms of Service (“Terms”) are a binding legal agreement between you and Federa that govern your use of the websites, applications, and other offerings from Federa and Federa’s Sub-Apps; Smart Listings, Smart Agent, Smart Buys, Federa Banc, and Federa App. When used in these Terms, “Federa” or “the Company” refers to the contracting entity Federa, Inc. a Delaware corporation, having its principal place of business at 752 Walker Road Ste B Great Falls, VA 22066.
WHEREAS, the Company and the Agent desire to establish the terms and conditions under which the Agent will provide services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
1. Services; Referrals. The Agent agrees to perform as a real estate agent for the Company on exclusive basis representing both buyers and sellers and represents and warrants to the Company that Agent holds an active real estate license in the States specified in Attachment 1.
(a) As a selling agent, the Agent shall use his/her professional knowledge and skills to: (i) list residential real properties for selling clients, which are available for sale, (ii) use all commercially reasonable efforts to sell such properties, (iii) represent the interests of the seller in all negotiations and transactions regarding the sale of the property, (iv) use reasonable efforts to represent the seller as a buying agent in the acquisition of his/her next home, and (v) generally be attentive to the client’s real estate related service needs (answering calls, being available, etc.).
(b) As a buying agent, the Agent shall use his/her professional knowledge and skills to: (i) locate residential real properties, which are available for sale and of interest to the buyer client, (ii) represent the interests of the buyer in all negotiations and transactions regarding the acquisition of the property, and (iii) generally be attentive to the client’s real estate related service needs (answering calls, being available, etc.).
2. Agent Responsibilities.
(a) Agent shall be required to maintain his/her real estate licenses in each state in which he/she is licensed.
(b) Agent shall be responsible for creating his/her own listing agreements and activating their own MLS listings.
(a) Agent shall make full and immediate disclosure to the Company of any correspondence received by Agent in connection with his duties hereunder.
(b) Agent shall participate in such educational programs and meetings specified by the Company.
(c) Agent acknowledges and agrees that (i) the Company has the right to reject any listing retained or obtained by Agent; and (iii) listings can be taken away from Agent at any time, if any brokerage rule or regulation has been broken or if a client is unhappy with the service and would like another agent to handle the listing. Agent will not be compensated should any listing be revoked for cause. Cause will be determined by guidelines of office policy manual and the principal broker.
3. Term. This Agreement shall commence on the date hereof and shall continue in effect until terminated as provided herein.
4. Compensation.
4.1 Commission/Subscription. The parties agree to the subscription and commission terms described in Attachment 1.
4.2 Benefits. The Agent shall not be entitled to any benefits, coverages or privileges, including, without limitation, health insurance, social security, unemployment, medical or pension payments, made available to employees of the Company.
5. Termination. This Agreement may be terminated in the following manner: (a) by either the Company or the Agent upon not less than thirty (30) days prior written notice to the other party; (b) by the Company, upon twenty-four (24) hours prior written notice to the Agent if, in the Company’s reasonable determination, the Agent is not servicing his/her clients up to Company’s standards; (c) by either party, immediately upon notice, if the other party has materially breached or has threatened to breach (in the case of Section 6 or 7) this Agreement; or (c) at any time upon the mutual written consent of the parties hereto. In the event of termination, the Agent shall be entitled to payment of Commissions for transactions secured as a result of Agent’s efforts which go to settlement within sixty (60) days after the effective date of termination that have not been previously paid. Such payment shall constitute full settlement of any and all claims of the Agent of every description against the Company.
6. Cooperation. The Agent shall use Agent’s best efforts in the performance of Agent’s obligations under this Agreement. The Company shall provide such access to its information and property as may be reasonably required in order to permit the Agent to perform Agent’s obligations hereunder. The Agent shall observe all rules, regulations and security requirements of the Company concerning the safety of persons, property, and systems.
7. Proprietary Information.
7.1 The Agent acknowledges that Agent’s relationship with the Company is one of high trust and confidence and that in the course of Agent’s service to the Company, Agent will have access to and contact with Proprietary Information. The Agent will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of the services) without written approval by an officer of the Company, either during or after the Engagement Period, unless and until such Proprietary Information has become public knowledge without fault by the Agent.
7.2 For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not limitation, all information, whether or not in writing, whether or not patentable and whether or not copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Company, concerning the Company’s business, business relationships or financial affairs, including, without limitation, any Invention, formula, vendor information, customer information, apparatus, equipment, trade secret, process, research, report, technical or research data, clinical data, know-how, computer program, software, software documentation, hardware design, technology, product, processes, methods, techniques, formulas, compounds, projects, developments, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or personnel information or employee list that is communicated to, learned of, developed or otherwise acquired by the Agent in the course of Agent’s service as an agent to the Company.
7.3 The Agent’s obligations under this Section 6 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the Agent or others of the terms of this Section 6, (ii) is generally disclosed to third parties by the Company without restriction on such third parties, or (iii) is approved for release by written authorization of an officer of the Company.
7.4 The Agent agrees that all files, documents, letters, memoranda, reports, records, data sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Agent or others, which shall come into Agent’s custody or possession, shall be and are the exclusive property of the Company to be used by the Agent only in the performance of Agent’s duties for the Company and shall not be copied or removed from the Company premises except in the pursuit of the business of the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Agent shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of this Agreement. After such delivery, the Agent shall not retain any such materials or copies thereof or any such tangible property.
7.5 The Agent agrees that Agent’s obligation not to disclose or to use information and materials of the types set forth in Sections 6.2 and 6.4 above, and Agent’s obligation to return materials and tangible property set forth in Section 6.4 above extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Agent.
8. Non-Solicitation. During the Engagement Period and for a period of one (1) year thereafter, the Agent shall not, either alone or in association with others, (i) solicit, or permit any organization directly or indirectly controlled by the Agent to solicit, any employee or agent of the Company to leave the employ or engagement with the Company; or (ii) solicit for employment, hire or engage as an independent contractor, or permit any organization directly or indirectly controlled by the Agent to solicit for employment, hire or engage as an independent contractor, any person who is employed or engaged by the Company.
9. Other Agreements; Warranties.
9.1 The Agent represents that Agent’s performance of all the terms of this Agreement and the performance of the services as an agent of the Company do not and will not breach any agreement with any third party to which the Agent is a party (including, without limitation, any nondisclosure or non-competition agreement), and that the Agent will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any current or previous employer or others.
9.2 The Agent hereby represents, warrants and covenants that Agent has the licenses, skills and experience necessary to perform as a real estate agent for the Company, that Agent will perform said services in a professional, competent and timely manner in accordance with all applicable laws and industry standards, and that Agent has the power to enter into this Agreement.
10. Independent Contractor Status.
10.1 The Agent shall perform all services under this Agreement as an “independent contractor” and not as an employee or agent of the Company. The Agent is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.
10.2 The Agent shall have the right to control and determine the time, place, methods, manner and means of performing the services. In performing the services, the amount of time devoted by the Agent on any given day will be entirely within the Agent’s control, and the Company will rely on the Agent to put in the amount of time necessary to fulfill the requirements of this Agreement. The Agent will provide all equipment and supplies required to perform the services. The Agent is not required to attend regular meetings at the Company. However, upon reasonable notice, the Agent shall meet with representatives of the Company at a location to be designated by the parties to this Agreement.
10.3 In the performance of the services, the Agent has the authority to control and direct the performance of the details of the services, the Company being interested only in the results obtained. However, the services contemplated by the Agreement must meet the Company’s standards and approval and shall be subject to the Company’s general right of inspection and supervision to secure their satisfactory completion.
10.4 The Agent is hereby granted the right to use the Company’s trade names, trademarks, service names and service marks (“Marks”) solely in connection with the performance of services for the Company, and Agent agrees that he/she shall not use the Marks otherwise, without the prior written approval of the Company. Agent further agrees to take no action that would denigrate the Marks and understands that the Company shall have the right to terminate this Agreement for material breach if it reasonably determines that Agent has engaged in conduct injurious to the reputation of the Company or which is likely to denigrate the Marks. Upon termination of this Agreement, Agent shall immediately cease using the Marks.
10.5 The Agent shall be solely responsible for all state and federal income taxes, unemployment insurance and social security taxes in connection with this Agreement and for maintaining adequate workers’ compensation insurance coverage.
11. Remedies. The Agent acknowledges that any breach of the provisions of Sections 6 or 7 of this Agreement shall result in serious and irreparable injury to the Company for which the Company cannot be adequately compensated by monetary damages alone. The Agent agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall be entitled to enforce the specific performance of this Agreement by the Agent and to seek both temporary and permanent injunctive relief (to the extent permitted by law) without the necessity of proving actual damages or posting a bond.
12. Indemnification; Insurance.
12.1 The Agent shall be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from any claims, suits, judgments or causes of action initiated by any third party against the Company where such actions result from or arise out of the services performed by the Agent under this Agreement. The Agent shall further be solely liable for, and shall indemnify, defend and hold harmless the Company and its successors and assigns from and against any claim or liability of any kind (including penalties, fees or charges) resulting from the Agent’s failure to pay the taxes, penalties, and payments referenced in Section 9 of this Agreement. The Agent shall further indemnify, defend and hold harmless the Company and its successors and assigns from and against any and all loss or damage resulting from any misrepresentation, or any non-fulfillment of any representation, responsibility, covenant or agreement on Agent’s part, as well as any and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the Company relating to or arising out of the activities of the Agent and the Agent shall pay reasonable attorneys’ fees, costs and expenses incident thereto.
12.2 Agent shall maintain, throughout the performance of its Services pursuant to this Agreement, and in the case of subsection (iv) below, for a period of three (3) years from the date of completion of Agent’s services under this Agreement, the following coverages:
(i) Commercial general liability insurance (including contractual liability coverage), with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) per annual aggregate liability for protection from claims for bodily injury (including death) and property damage which may arise from or in connection with the performance of Agent’s Services hereunder or from or out of any act or omission of Agent, and its officers, directors, agents, and employees;
(ii) Automobile liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) per annual aggregate;
(iii) Workers’ compensation insurance as required by applicable law, or employer’s liability insurance with respect to any employee not covered by workers’ compensation with minimum limits of Five Hundred Thousand Dollars ($500,000) per accident; and
(iv) Errors and Omissions insurance (including coverage for the Services to be performed under this Agreement) with minimum limits of One Million Dollars ($1,000,000) per claim and One Million Dollars ($1,000,000) per annual aggregate and with a deductible amount of not more than $100,000 for protection covering claims resulting from negligent acts, errors and omissions of Agent from or in connection with the performance of Agent’s Services hereunder. The professional liability insurance policy shall provide that insurer will pay on behalf of Agent, all amounts and damages which Agent shall become legally obligated to pay to any person or entity (including, but not limited to, Company) and their officers, trustees, directors, agents, and employees, arising out of the performance of professional services by Agent, if such legal liability is caused by an error, omission, or negligent act.
All such insurance required as set forth above shall be with companies and on forms acceptable to Company, shall name Company, and its officers, managers, members, agents, employees and assigns of each as additional insureds (except for such insurance provided under Subsections 11.2 (iii) and (iv)), and shall provide that the coverage thereunder may not be reduced or canceled unless thirty (30) days prior written notice thereof is furnished to Company. Certificates of insurance (and copies of all policies, if required by Company) shall be furnished to Company. In the event of any cancellation or reduction of coverage, Agent shall obtain substitute coverage as required hereunder, without any lapse of coverage to Company whatsoever. Company shall automatically provide Company with a renewal certificate within ten (10) days of the lapse of any insurance required hereunder.
12.3 Agent expressly understands and agrees that any insurance protection required by this Agreement shall in no way limit its responsibilities or liabilities or serve as a limit in recovery hereunder.
13. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, or with a reputable overnight courier service, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 13.
14. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
16. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Agent. This Agreement and any amendments may be executed electronically.
17. Non-Assignability of Contract. This Agreement is personal to the Agent and the Agent shall not have the right to assign any of Agent’s rights or delegate any of Agent’s duties without the express written consent of the Company. Any non-consented-to assignment or delegation, whether express or implied or by operation of law, shall be void and shall constitute a breach and a default by the Agent.
18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.
19. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Agent are personal and shall not be assigned by Agent.
20. Survival. Sections 4 through 21 shall survive the expiration or termination of this Agreement.
21. Arbitration. The parties shall attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than a request for injunctive relief) shall be resolved by arbitration. Arbitration shall take place within forty-five (45) days after the receipt of the written demand, in the Washington Metropolitan Area or at another location if the parties so agree. The arbitration shall be settled through, and in accordance with the rules of, the American Arbitration Association then in effect. Any decision made pursuant to such arbitration shall be binding and conclusive upon the parties and judgment upon such decision may be entered in any court having jurisdiction thereof. The costs of arbitration as well as any attorney's fees, costs and expert witness fees shall be borne by the non-prevailing party and shall be awarded by the arbitrator to the prevailing party to such arbitration proceeding.
22. Miscellaneous.
22.1 No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
22.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
22.3 In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

TERMS OF EXCLUSIVE RIGHT TO SELL LISTING

1. APPOINTMENT OF FEDERA INC. BROKER. In consideration of the services provided by Broker and described in this Agreement, Seller hereby appoints Broker as Seller’s sole and exclusive listing agent and grants Broker the exclusive right to sell the real property described below (“Property”).
2. TERM OF AGREEMENT. This Agreement shall run for the period of 12 months or upon cancellation via Smart Listing dashboard by seller. If a sales contract for Property is ratified during Listing Period which provides for a settlement date beyond Listing Period, this Agreement shall be extended automatically until final disposition of the sales contract.
3. LISTING PRICE. Seller instructs Broker to offer Property for sale at a selling price set by the seller in the Smart Listing seller dashboard or such other price as later agreed upon by Seller, which price includes Broker’s compensation. (Note: Broker does not guarantee that Property will appraise or sell at the price stated herein, nor does Broker guarantee any net amount Seller might realize from the sale of Property).
4. CONVEYANCES.
A. Personal Property and Fixtures. Property includes the personal property and fixtures, if existing: built-in heating and central air conditioning equipment, plumbing and lighting fixtures, sump pump, attic and exhaust fans, storm windows, storm doors, screens, installed wall-to wall carpeting, window shades, blinds, window treatment hardware, smoke and heat detectors, TV antennas, exterior trees and shrubs. This information is to be provided by the seller via Smart Listing seller dashboard.
Unless otherwise agreed to in writing, all surface or wall mounted electronic components/devices DO NOT convey.
B. As-Is Items. Seller will not warrant the condition or working order of the items and/or systems outlined in the Smart Listing seller dashboard
D. Leased Items, Systems, and/or Service Contracts. Any leased items, systems, or service contracts (including, but not limited to, termite or pest control, home warranty, fuel tanks, water treatment systems, lawn contracts, security system monitoring, and satellite contracts) DO NOT CONVEY absent an express written agreement by buyer and Seller. The following is a list of the leased items within Property:
5. UTILITIES.
Information to be provided by seller via Smart Listing seller dashboard Section 32.1-164.1:1 of the Code of Virginia requires Seller to disclose whether the onsite septic system serving Property is operating under a waiver of repair and/or maintenance requirements imposed by the State Board of Health. If the septic system is operating pursuant to a waiver, then Seller must provide the buyer with the “Disclosure Regarding Validity of Septic System Permit” prior to contract ratification. Such waiver is not transferable to the buyer.
6. BROKER DUTIES.
Broker shall perform, and Seller hereby authorizes Broker to perform, the following duties. In performing these duties, Broker shall exercise ordinary care, comply with all applicable laws and regulations and treat all parties honestly.
A. Broker shall protect and promote the interests of Seller and shall provide Seller with services consistent with the standards of practice and competence that are reasonably expected of licensees engaged in the business of real estate brokerage. Seller acknowledges that Broker is bound by the bylaws, policies and procedures, and rules and regulations governing the Multiple Listing Service (MLS), the Code of Ethics of the National Association of REALTORS®, the Code of Virginia, and the Regional Rules and Regulations for the electronic lockbox system.
B. Broker shall use reasonable efforts and act diligently to seek buyers for Property at the price and terms stated herein or otherwise acceptable to Seller, to negotiate on behalf of Seller, to establish strategies for accomplishing Seller’s objectives, to assist in satisfying Seller’s contractual obligations, and to facilitate the consummation of the sale of Property.
C. Broker shall market Property, at Broker’s discretion, including without limitation, description, interior and exterior photographs in appropriate advertising media, such as publications, mailings, brochures and internet sites; provided, however, Broker shall not be obligated to continue to market Property after Seller has accepted an offer.
D. Broker shall present all written offers or counteroffers to and from Seller in a timely manner, even if Property is subject to a ratified contract of sale, unless otherwise instructed by Seller in writing.
E. Broker shall not continue to market, show and/or permit showings after Property is subject to a ratified contract of sale, unless otherwise instructed by Seller in writing.
F. Broker shall account, in a timely manner, for all money and property received in trust by Broker, in which Seller has or may have an interest.
G. Broker shall show Property during reasonable hours to prospective buyers and shall accompany or accommodate, as needed, other real estate licensees, their prospective buyers, inspectors, appraisers, exterminators and other parties necessary for showings and inspections of Property, to facilitate and/or consummate the sale of Property.
Broker agrees that the showing instructions to be shared in the MLS with other real estate licensees and their prospective buyers are as follows:
H. Broker shall install “For Sale” signs on Property, as permitted. Seller is responsible for clearly marking the location of underground utilities, equipment or other items that may be damaged by the placement of the sign.
7. MARKETING/MLS/INTERNET ADVERTISING.
A. Seller authorizes Broker to market Property via the Multiple Listing Service (“MLS”).
1) If Seller authorizes Broker to market Property in MLS, Broker shall disseminate, via MLS, information regarding Property, including listing price(s), final sales price, all terms, and all status updates during and after the expiration of this Agreement. Broker shall enter the listing information into MLS. In either event, Broker shall enter the listing information into MLS within one (1) business day of Public Marketing of Property. “Public Marketing” includes, but is not limited to, displaying flyers in windows, yard signs, digital marketing on public facing websites, brokerage website displays (including internet data exchanges and virtual office websites), digital communications marketing (email blasts), multi brokerage listing sharing networks, and applications available to the general public.
2) If Seller does not authorize Broker to market Property via MLS, Broker shall instead market Property as an Office Exclusive Listing. “Office Exclusive Listing” means any listing Seller has prohibited Broker from Public Marketing. For each Office Exclusive Listing, Seller shall sign and deliver concurrently with this Agreement a “Waiver of Broker Submission to MLS” form or other acceptable certification that Seller does not authorize Broker to Publicly Market the listing via MLS or otherwise. Broker shall submit such waiver or other certification to MLS within three (3) business days of execution of this Agreement.
B. Seller authorizes Broker marketing Property through MLS to also make listing data available to third party websites. Seller understands that the listing data may get disseminated to third party websites through means other than MLS regardless of the selection above. Seller acknowledges that the accuracy of the listing data is controlled by the third-party websites and is outside of Broker’s control. The parties agree and understand that third party websites include: 1) Broker’s internet website; 2) the internet websites of licensed real estate salespersons or associate real estate brokers affiliated with Broker or other brokers participating in MLS; 3) any other internet websites (such as syndicated websites) in accordance with applicable MLS rules and regulations; and/or 4) printed media.
C. In the event Seller has opted into marketing Property in the MLS in subparagraph A above, Broker is hereby authorized by Seller to submit and market Property as follows:
Seller authorizes the display of Property address on any internet website. In the event Seller does not authorize the display of the property address, only the ZIP code will be displayed. Seller authorizes the display of unedited comments or reviews of Property (or display a hyperlink to such comments or reviews) on MLS participants’ internet websites. This provision does not control the display of such comments on third-party websites such as syndicated websites. Seller authorizes the display of an automated estimate of the market value of Property (or a hyperlink to such estimate) on MLS participants’ internet websites. This provision does not control the display of such estimated value of Property on third-party websites such as syndicated websites.
D. Seller authorizes Broker to list Property under “coming soon” status in MLS. If Seller authorizes Broker to list Property under “coming soon” status in MLS, Broker shall list Property under “coming soon” status in MLS. Property may be listed in the MLS under “coming soon” status for no more than 21 days from the date the listing is entered in MLS. Broker may engage in pre-marketing activities prior to the date that Property is entered in MLS under “active” status including, but not limited to: 1) placing a “coming soon” sign on Property; 2) notifying agents with other firms that Property is “coming soon”; and 3) placing advertisements and conduct other pre-marketing activities at Broker’s discretion. Broker shall not show Property to prospective buyers or tenants and/or their agents while under “coming soon” status.
E. During the term of this Agreement, Seller may, by written notice to Broker, authorize Broker to enable or disable use of any feature as described above. Broker agrees to update MLS database accordingly.
8. TYPES OF REAL ESTATE REPRESENTATION - DISCLOSURE AND INFORMED CONSENT.
Seller representation occurs by virtue of this Agreement with Seller’s consent to use Broker’s services and may also include any cooperating brokers who act on behalf of Seller as subagent of Broker. (Note: Broker may assist a buyer or prospective buyer by performing ministerial acts that are not inconsistent with Broker’s duties as Seller’s listing agent under this Agreement.)
Buyer representation occurs when buyers contract to use the services of their own broker (known as a buyer representative) to act on their behalf.
Designated representation occurs when a buyer and seller in one transaction are represented by different sales associate(s) affiliated with the same broker. Each of these sales associates, known as a designated representative, represents fully the interests of a different client in the same transaction. Designated representatives are not dual representatives if each represents only the buyer or only the seller in a specific real estate transaction. In the event of designated representatives, each representative shall be bound by client confidentiality requirements, set forth in the CONFIDENTIAL INFORMATION paragraph. The broker remains a dual representative. Seller consents to designated representation and allows Property to be shown to a buyer represented by this Broker through another designated representative associated with the firm.
Dual representation occurs when the same broker and the same sales associate represent both the buyer and seller in one transaction. In the event of dual representation, the broker shall be bound by confidentiality requirements for each client, set forth in the CONFIDENTIAL INFORMATION paragraph. Seller consents to dual representation and allows Property to be shown to a buyer represented by this Broker through the same sales associate.
An additional disclosure is required before designated or dual representation is to occur for a specific transaction.
Broker shall notify other real estate licensees via MLS whether Seller consents to designated or dual representation.
9. BROKER COMPENSATION.
A. Payment. Seller shall pay Broker in legal tender total compensation as agreed within the Smart Listing seller dashboard (“Compensation”) if, during the term of this Agreement, anyone produces a buyer ready, willing and able to buy Property. A percentage as determined by the seller in the Smart Listing seller dashboard. Compensation is also earned if, within days after the expiration or termination of this Agreement, a contract is ratified with a ready, willing, and able buyer to whom Property had been shown during the term of this Agreement; provided, however, that Compensation need not be paid if a contract is ratified on Property while Property is listed with another real estate company.
B. Cooperating Broker. Broker shall make a blanket unilateral offer of cooperation and compensation to other brokers in any MLS that Broker deems appropriate. To that end, Broker shall offer a portion of Compensation to the cooperating broker as indicated:

Buyer Agency Compensation: As determined by the seller in the Smart Listing seller dashboard.

Broker’s compensation and the sharing of compensation between brokers are not fixed, controlled, recommended or suggested by any multiple listing service or association of REALTORS®.
C. Early Termination. In the event Seller wishes to terminate this Agreement and Seller has paid upfront for the listing, the listing flat fee will be fully refundable upon written cancellation within 7 days of activating. Listing cannot be cancelled while under contract. If canceled after 7 days the fee will remain as a credit with Federa to be used for a future listing.
10. CONFIDENTIAL INFORMATION.
Broker shall maintain the confidentiality of all personal and financial information and other matters identified as confidential by Seller which were obtained by Broker during the brokerage relationship, unless Seller consents in writing to the release of such information or as otherwise provided by law. The obligation of Broker to preserve confidential information continues after termination of the brokerage relationship. Information concerning latent material defects about Property is not considered confidential information. Broker may share information with cooperating entities, staff, or other organizations at the discretion of Federa.
11. AUTHORIZATION TO DISCLOSE OTHER OFFERS.
In response to inquiries from buyers or cooperating brokers, Broker may not disclose, without Seller’s authorization, the existence of other written offers on Property. If Seller does give such authorization, Seller acknowledges that Broker and sales associate(s) must disclose whether the offers were obtained by the listing agent, another member of the listing Broker’s firm, or by a cooperating broker.

Seller does authorize Broker and sales associate(s) to disclose such information to buyers or cooperating brokers.
12. COMPLIANCE WITH FAIR HOUSING LAWS.
Property shall be shown and made available without regard to race, color, religion, sex, handicap, familial status, or national origin as well as all classes protected by the laws of the United States, the Commonwealth of Virginia, and applicable local jurisdictions, or by the REALTOR® Code of Ethics.
13. CONDOMINIUM ASSOCIATION.
Seller represents via the Smart Listing seller dashboard that Property is OR is not located within a development which is a Condominium or Cooperative. Condominiums or Cooperatives being offered for sale are subject to the receipt by buyers of the required disclosures, and Seller is responsible for payment of appropriate fees and for providing these disclosure documents to prospective buyers as prescribed in the Condominium Act, Section 55.1-1900, et seq., and the Cooperative Act, Section 55.1-2100, et seq., of the Code of Virginia.

Seller shall order the association disclosure documents at Seller’s expense at the time of listing within 3 days following the date of contract ratification. The Condominium or Cooperative dues are $ per (frequency of payment). Special Assessment $ for Condominium or Cooperative Association Name: Management Company: Phone #: Seller represents via Smart Listing seller dashboard that Seller is OR is not current on all condominium association dues and/or special assessments.
14. PROPERTY OWNERS’ ASSOCIATION.
Seller represents via Smart Listing seller dashboard that Property is OR is not located within a development(s) which is subject to the Virginia Property Owners’ Association Act, Section 55.1-1800, et seq., of the Code of Virginia. If Property is within such a development, Seller is responsible for payment of the appropriate fees and for providing these disclosure documents to the buyers.

Seller shall order the association disclosure documents at Seller’s expense at the time of listing OR within 3 days following the date of contract ratification.

Seller will provide the below relevant information via Smart Listing seller dashboard The Property Owners’ Association dues are $ per (frequency of payment). Special Assessment $ for Property Owners’ Association Name: Management Company: Phone #: Seller represents that Seller is OR is not current on all property owners’ association dues and/or special assessments.
15. PROPERTY CONDITION.
Seller acknowledges that Broker has informed Seller of Seller’s rights and obligations under the Residential Property Disclosure Act. Property is OR is not exempt from the Act. If not exempt, Seller has completed and provided to Broker a Residential Property Disclosure Statement, or any other applicable disclosures as may be required. Seller acknowledges Broker is required to disclose to prospective buyers all material adverse facts pertaining to the physical condition of Property actually known by Broker. Broker shall not, however, be obligated to discover latent defects in Property or to advise on property condition matters outside the scope of Broker’s real estate license. Seller shall indemnify, save, and hold Broker harmless from all claims, complaints, disputes, litigation, judgments and attorney’s fees arising from any incorrect information supplied by Seller or from Seller’s failure to disclose any material adverse facts.
16. LEAD-BASED PAINT DISCLOSURE.
Via Smart Listing seller dashboard Seller represents that the residential dwelling(s) at Property were OR were not constructed before 1978. If the dwelling(s) were constructed before 1978, Seller is subject to federal law concerning disclosure of the possible presence of lead based paint at Property, and Seller acknowledges that Broker has informed Seller of Seller’s obligations under the law. If the dwelling(s) were constructed before 1978, unless exempt under 42 U.S.C. 4852(d), Seller has completed and provided to Broker the form, “Sale: Disclosure And Acknowledgment Of Information On Lead-Based Paint And/Or Lead-Based Paint Hazards” or equivalent form.
17. CURRENT LIENS.
Seller represents to Broker via the Smart Listing seller dashboard that the below information is true and complete to the best of Seller’s information, knowledge, and belief and Seller understands that any loans identified below will be paid off at Settlement:
A. Property is not encumbered by any mortgage or deed of trust
B. Property is security for a first mortgage or deed of trust loan held by (Lender Name):
C. Property is security for a second mortgage or deed of trust loan held by (Lender Name): with an approximate balance of $.
D. Property is security for a line of credit or home equity line of credit held by (Lender Name): with an approximate balance of $ .
E. Seller is current on all payments for the loans identified above.
F. Seller is not in default and has not received any notice(s) from the holder(s) of any loan identified above, or from any other lien holder of any kind, regarding a default under any loan, threatened foreclosure, notice of foreclosure, or the filing of foreclosure.
G. There are no liens secured against Property for federal, state, or local income taxes; unpaid real property taxes; or unpaid condominium or homeowners’ association fees or special assessments.
H. There are no judgments against Seller (including each owner for jointly held property). Seller has no knowledge of any matter that might result in a judgment that may potentially affect Property.
I. Seller has not filed for bankruptcy protection under Federal law and is not contemplating doing so during the term of this Agreement.

In the event Property is encumbered by a loan, Seller further agrees that Seller shall promptly disclose the name and contact information for the lender and account number to the Settlement Agent identified in a contract for the sale of the Property.

During the term of this Agreement, should any change occur with respect to answers A. through I. above, Seller shall immediately notify Broker and sales associate/listing agent, in writing, of such change.
18. CLOSING COSTS.
Fees for the preparation of the deed of conveyance, that portion of the settlement agent’s fee billed to Seller, costs of releasing existing encumbrances, Seller’s legal fees, Grantor’s Tax, and any other proper charges assessed to Seller will be paid by Seller unless provided otherwise in the sales contract.

Seller’s Proceeds: The Seller acknowledges that Seller’s proceeds may not be available at the time of settlement. The receipt of proceeds may be subject to Section 55.1-903

Wet Settlement Act, and may be subject to other laws, rules and regulations (Foreign Investment in Real Property Tax Act - FIRPTA).

Seller is advised to seek legal and/or financial advice concerning these matters.
19. IRS/FIRPTA.
Section 1445 of the Internal Revenue Service (IRS) Code may require a buyer or the settlement agent to report the gross sales price, Seller’s federal tax identification number and other required information to the IRS. Seller shall provide to a buyer or the settlement agent such information upon request. In certain situations, the IRS requires a percentage of the sales price to be withheld from Seller’s proceeds if Seller is a Foreign Person as defined by FIRPTA.

Seller is OR is not a “Foreign Person” as defined by FIRPTA.
20. SELLER DUTIES.
A. Seller Representations and Warranties. Seller is aware that Seller may be responsible for failing to disclose information and/or misrepresenting the condition of Property. Seller certifies the accuracy of the information provided to the Listing Broker and Seller warrants:

1) Seller has capacity to convey good and marketable title to Property by general warranty deed and represents that Property is insurable by a licensed title insurance company with no additional risk premium.

2) Seller is not a party to a listing agreement with another broker for the sale, exchange, or lease of Property.

3) No person or entity has the right to purchase, lease or acquire Property, by virtue of an option, right of first refusal or otherwise.

4) Seller is OR is not a licensed (active/inactive) real estate agent/broker.

5) Seller has OR has no knowledge of the existence, removal or abandonment of any underground storage tank on Property.

6) Property is OR is not tenant-occupied.

7) Seller has OR does not have a recording system in Property. In the event Seller has a recording system in Property which records audio, Seller understands that recording of audio may result in violation of state and/or federal wiretapping laws. Therefore, Seller hereby releases and holds harmless Broker, Broker’s designated agents, sub-agents, sales associates and employees from any liability which may result from the recording of audio in Property.
B. Access to Property. Seller shall provide keys to Broker for access to Property to facilitate Broker’s duties under this Agreement. Seller shall allow Broker’s unlicensed assistants in Property to perform ministerial acts as defined by 18VAC135-20-165.

If Property is currently tenant-occupied, Seller shall provide Broker with any current lease documents and contact information for current tenant and shall use best efforts to obtain the full cooperation of current tenants, in connection with showings and inspections of Property.
C. Seller Assumption of Risk.
1) Seller retains full responsibility for Property, including all utilities, maintenance, physical security and liability until title to Property is transferred to buyer. Seller is advised to take all precautions for safekeeping of valuables and to maintain appropriate property and liability insurance through Seller’s own insurance company.

Broker is not responsible for the security of Property or for inspecting Property on any periodic basis. If Property is or becomes vacant during the Listing Period, Seller is advised to notify Seller’s homeowner’s insurance company and request a “Vacancy Clause” to cover Property.

2) In consideration of the use of Broker’s services and facilities and of the facilities of any MLS, Seller and Seller’s heirs and assigns hereby release Broker, Broker’s designated agents, sub agents, sales associates and employees, any MLS and the directors, officers and employees thereof, including officials of any parent Association of REALTORS®, except for malfeasance on the part of such parties, from any liability to Seller for vandalism, theft or damage of any nature whatsoever to Property or its contents that occurs during the Listing Period. Seller waives any and all rights, claims and causes of actions against them and holds them harmless for any property damage or personal injury arising from the use or access to Property by any persons during Listing Period.
21. MISCELLANEOUS PROVISIONS.
A. Appropriate Professional Advice. Broker can counsel on real estate matters, but if Seller desires legal advice, Seller is advised to seek legal counsel. Seller is advised further to seek appropriate professional advice concerning, but not limited to, the condition of Property or tax and insurance matters.
B. Service Provider Referrals. Broker or one of Broker’s sales associates may refer a service provider to assist Seller in this transaction. This referral is not an endorsement, guarantee or warranty as to the quality, cost and/or timeliness of the services to be provided. Seller is advised to independently investigate all options for service providers and consider whether any service provider will work effectively with Seller. Seller is free to reject any referred service provider for any or no reason.
C. Wire Fraud. Seller should never transmit nonpublic personal information, such as credit or debit card, bank account or routing numbers, by email or other unsecured electronic communication. There are numerous e-mail phishing scams that involve fraudulent requests to wire funds in conjunction with a real estate transaction. If Seller receives any electronic communication directing the transfer of funds or to provide nonpublic personal information, even if that electronic communication appears to be from a representative of Broker, do not respond. Such requests, even if they may otherwise appear to be from Broker, could be part of a scheme to defraud Seller by misdirecting the transfer of sale proceeds or using Seller’s identity to commit a crime. If Seller should receive wiring instructions via electronic means that appear to be from a legitimate source involved in Seller’s real estate transaction, Seller should verify - using contact information other than that provided in the communication - that the instructions were sent by an actual representative of the requesting company. Conversely, if Seller has provided wiring instructions to a third party, it is important to confirm with the representative of said company that the wire instructions are not to be substituted without Seller’s verified written consent. When wiring funds, never rely exclusively on an e-mail, fax or text communication.
D. Subsequent Offers After Contract Acceptance. After a sales contract has been ratified on Property, Broker recommends Seller obtain the advice of legal counsel prior to acceptance of any subsequent offer.
E. Governing Law. The laws of the State of Delaware shall govern the validity, interpretation, and enforcement of this Agreement.
F. Arbitration Clause. Any dispute arising from this agreement will be resolved via arbitration venue decided by Federa at its sole discretion. Arbitration ruling will be deemed final. Arbitration fees to be remitted by Seller prior to commencement of any dispute resolution. Seller agrees no court action will be brought against Federa and/or its officers, employees, shareholders without written consent of Federa Inc.
G. Binding Agreement. This Agreement will be binding upon use of Federa and its web properties including but limited to Federa.com the parties, and each of their respective heirs, executors, administrators, successors and permitted assigns. The provisions hereof will survive the sale of Property and will not be merged therein. This Agreement, unless amended in writing by the parties, contains the final and entire agreement and the parties will not be bound by any terms, conditions, oral statements, warranties or representations not herein contained.
22. ATTORNEYS’ FEES.
If any Party breaches this Agreement and a non-breaching Party retains legal counsel to enforce its rights hereunder, the non-breaching Party shall be entitled to recover against the breaching Party, in addition to any other damages recoverable against any breaching Party, all of its reasonable Legal Expenses incurred in enforcing its rights under this Agreement, whether or not suit is filed, and in obtaining, enforcing and/or defending any judgment related thereto. Should any tribunal of competent jurisdiction determine that more than one Party to the dispute has breached this Agreement, then all such breaching Parties shall bear their own costs. However, if the tribunal determines that one or more of the Parties is a “Substantially Prevailing Party,” any such Substantially Prevailing Party shall be entitled to recover from any of the breaching Parties, in addition to any other damages recoverable against any breaching Party, all of its reasonable Legal Expenses incurred in enforcing its rights under this Agreement, whether or not suit is filed, and in obtaining, enforcing and/or defending any judgment related thereto. “Party” as used in this paragraph includes any third-party beneficiary identified herein. “Legal Expenses” as used in this paragraph includes attorneys’ fees, court costs, and litigation expenses, if any, including, but not limited to, expert witness fees, and court reporter fees.