Terms of Use Agreement

By accessing or utilizing the services provided by Upgrade Realtor (hereafter referred to as “the Company”), you unconditionally agree to be bound by these Terms of Use. Should you disagree with any provision, you are prohibited from accessing or using our services.

No Warranties and Limitation of Liability
The services furnished by Upgrade Realtor are delivered on an “as-is” basis, without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and third-party service or software warranties. We expressly disclaim any responsibility for the accuracy or reliability of third-party content, materials, or services linked to or integrated within our offerings.

To the fullest extent permissible by applicable law, Upgrade Realtor disclaims any obligation for damages arising from any claims resulting from your use of our services. In the event that such a disclaimer is deemed unenforceable by law, our liability shall be confined to the minimum extent allowed by the governing jurisdiction.

Indemnification
You shall defend, indemnify, and hold Upgrade Realtor, its officers, directors, employees, affiliates, and subsidiaries harmless from any and all claims, liabilities, damages, losses, or expenses (including but not limited to attorney’s fees) arising from your breach of these Terms, misuse of the Company’s services, or violation of any applicable laws or regulations. This indemnity extends to claims by third parties and includes any associated costs incurred by Upgrade Realtor in defending such claims.

The Company reserves the right to promptly notify you of any indemnified claims and will cooperate as necessary in the defense of such claims, with all associated costs being borne by you. However, no settlement may be made that acknowledges liability on behalf of Upgrade Realtor without our prior written consent.

Limitation of Liability
Under no circumstances shall either party be liable to the other for any indirect, special, incidental, punitive, or consequential damages, including but not limited to loss of business profits, goodwill, data, or business interruptions. This holds true even if the party was previously advised or should have been aware of the possibility of such damages.

Furthermore, our total liability, regardless of the nature of the claim (whether in contract, tort, or otherwise), shall not exceed the total amount paid by you to Upgrade Realtor in the twelve (12) months preceding the occurrence giving rise to the claim. This limitation excludes liabilities arising from breach of confidentiality, indemnification obligations, or violations related to restricted activities as detailed in these Terms.

Term and Termination
These Terms shall be effective upon your acceptance or use of the Company’s services and shall continue in effect unless terminated in accordance with the provisions set forth herein. Upgrade Realtor reserves the right to immediately suspend or terminate access to its services should we have reasonable grounds to suspect any violation of these Terms, fraudulent activity, or any actions that negatively affect the operation of our services.

Compliance with Applicable Laws
Both parties agree to adhere to all relevant laws, regulations, and ordinances that govern the services provided under these Terms. Any violation of applicable laws or these Terms may result in immediate termination of services and potential legal action.

Waiver and Severability
No waiver of any provision of these Terms shall be deemed to be a continuing waiver or a waiver of any other provision. Any provision found to be unenforceable by a court of competent jurisdiction shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Assignment
You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Upgrade Realtor. Any such attempted assignment or transfer shall be deemed void.

Force Majeure
Neither party shall be held liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to acts of nature, war, civil disturbances, labor strikes, technological failures, or government actions. The affected party must take reasonable steps to mitigate the consequences of such events.

Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the State of Virginia, United States of America. Any legal actions arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts located in Virginia.

In the event of a dispute arising from these Terms, the parties agree to first attempt to resolve the matter amicably through Upgrade Realtor’s customer support services. If resolution is not achieved, the dispute will be settled by binding arbitration in Virginia, in accordance with the American Arbitration Association’s (AAA) Commercial Arbitration Rules. The arbitrator’s decision shall be final and binding, with judgment enforceable in any court of competent jurisdiction.

Intellectual Property Rights
All third-party trademarks, logos, or proprietary names referenced by Upgrade Realtor are the sole property of their respective owners. The use of these marks by the Company is solely for the purpose of identifying the relevant third-party services, under the legal doctrine of nominative fair use. No such use is intended to imply endorsement, sponsorship, or affiliation with the owners of these trademarks.

Entire Agreement
These Terms, together with any attachments, represent the entire agreement between you and Upgrade Realtor. Any prior agreements, proposals, or oral statements that conflict with the terms herein shall be superseded and replaced by this document. Any additional terms or conditions proposed by you, including any purchase orders or documents, shall have no legal effect unless explicitly agreed upon by Upgrade Realtor in writing.

Notices
All notices under these Terms must be delivered in writing, either personally, via certified mail, or through email with acknowledgment of receipt. Notices to Upgrade Realtor should be addressed to info@upgraderealtor.com, Attention: General Counsel.