Ribbon Home, Inc., (“Ribbon,” “we,” “us,” or “our”) welcomes you. We provide you with access to our Program (defined below) and the proprietary products and services which Ribbon may develop from time to time (“Products”), through our website located at www.ribbonhome.com (the “Site”) and our mobile application (the "App" and together with the Site, the “Platform”), subject to the following Terms of Use (the “Terms of Use”), which may be updated by us from time to time without notice to you. By browsing, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our privacy policy (the “Privacy Policy”), which is hereby incorporated by reference (collectively, this “Agreement.”). If you do not agree to any of the terms of the Agreement, then please do not use the Platform or any portion thereof.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
We reserve the right, at our sole discretion, to modify, add, discontinue, or terminate the Site or Products, or to modify the Agreement, or any portion thereof, at any time, for any reason and without prior notice or liability. We will do our best to ensure that such changes do not materially impair the functionality, availability, or security of the Services. However, we do reserve the right to make such modifications, additions, or discontinuances without such notice or liability if needed to comply with law, protect or enforce legal rights, or otherwise to address or prevent an emergency. If we modify the Agreement, we will post the modification on the Site or provide you with notice of the modification at the last email address you gave us. Unless otherwise stated, such modification will be effective ten (10) days following posting on the Site. By continuing to access or use the Site after such modification is effective, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you or we make a material change to the Product that reduces the functionality available to you, your only recourse is to cease using the Site. We reserve the right at any time to charge fees for access to all or portions of the Site and change any such pricing at any time. Ribbon provides new versions of our Product throughout the year in order to equip our customers with the most innovative, up-to-date features in the industry. In order to maintain the high quality of our customer service, Ribbon will support the Product provided to you as of the date of execution of your agreement with Ribbon.
In addition to the Platform, Ribbon provides Qualified Customers (as defined below) access to our proprietary guaranteed back-up home purchase Ribbon Program (the “Program”), which is made available to Qualified Customers in a variety of ways, including via the Platform, subject to the terms and conditions of those certain customer agreements between each Qualified Customer and Ribbon (collectively, the “Customer Agreements”). These Terms of Use do not govern your use of the Program as a Qualified Customer, but govern your use of the Platform as a visitor and/or an Applicant (as defined below). If there is any conflict between the terms of these Terms of Use and any Customer Agreement, if applicable, the Customer Agreement shall govern.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
1. ELIGIBILITY
The Platform is available for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understands it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or any portion thereof, without notice and without reason.
2. DESCRIPTION OF USERS
We provide Visitors, Agents, Lenders and Applicants with access to our Platform.
“Visitors,”as the term implies, are people who visit the public areas of the Platform only and do not register on our Platform to create an account.
“Agents”are licensed real estate agents who access our proprietary Products to facilitate the services provided by such Agents.
“Lenders”are entities who engage with people, including Qualified Customers (as hereinafter defined) to fund mortgage loans for real estate properties, who access our Products to support the services provided by such Lender.
“Applicants”are people who fill out an online pre-qualifying application (each, an “Application”)to become a Qualified Customer of the Program.
Applicants, Lenders and Agents (collectively, “Account Holders”) will be required to create an account on the Platform, which includes your name, email address and phone number (“Sign-In Name”), a password (“Password”), and certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). With respect to Agents, this Unique Identifier may include your Multiple Listing Service identification number. If you create an account as an Agent, you represent and warrant that you (i) are a Realtor® and member of the real estate trade association in the state of where you are licensed as a real estate agent and (ii) are a permitted user of the Multiple Listing Service or forms available through such service or the respective state real estate trade association, and will provide proof of such membership or permitted use upon request.
When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Account Holder, and such Account Holder’s designee. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. Ribbon will not be liable for any loss or damage caused by any unauthorized use of your account.
3. BECOMING A QUALIFIED CUSTOMER; APPLICATIONS AND BACKGROUND CHECKS
Applications
Once you have registered with the Platform as an Applicant, you will have the opportunity to fill out our Program Application. The Application will require you to (i) provide us with certain sensitive Personal Information about yourself and information about the property or properties you are interested in purchasing (the “Property”), (ii) permit us to access Third-Party Accounts (as defined below) on your behalf in order to retrieve data about you, which may include additional Personal Information, and (iii) permit us to perform one or more background checks, all in accordance with all applicable federal, state, and local laws, rules, and regulations (“Applicable Laws”). You agree to provide current, complete, and accurate information about yourself in the Application. You agree that you will not, in connection with any Application or the Program, should you qualify to participate, misrepresent your identity, or describe, present, or portray yourself as a person other than yourself. You agree to cooperate in the Application process (including submitting all required documentation in a timely manner). In addition, you agree to promptly notify us of any changes in any information submitted in connection with your Application.
For information about our collection of Personal Information from you, from Third-Party Accounts, and from background checks, and how we use, transfer, and store such Personal Information, please review our Privacy Policy.
Third-Party Accounts
By submitting an Application, Applicants hereby expressly authorize Ribbon and its third-party service providers, including, without limitation, Plaid, to access certain third-party websites and accounts on your behalf, including, without limitation, financial institutions, brokerage accounts, retirement funds (e.g., 401(k) accounts), and similar sites (collectively, “Third-Party Accounts”) to retrieve Personal Information and other information about you (i) to verify or re-verify information contained in your Application, (ii) determine your eligibility for the Program, and (iii) for any legitimate business purpose, subject to Applicable Law and our Privacy Policy. For the foregoing purposes, by submitting an Application, you hereby grant Ribbon a limited power of attorney, and hereby appoint Ribbon as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access Third-Party Accounts, retrieve information, and use your information, including Personal Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN RIBBON ACCESSES AND RETRIEVES INFORMATION FROM THIRD-PARTY ACCOUNTS, RIBBON IS ACTING AS YOUR REPRESENTATIVE, AND NOT AS THE REPRESENTATIVE OR OTHERWISE ON BEHALF OF THE THIRD PARTY. You agree that Third-Party Account providers shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you.
Background Checks and Credit Reports
By submitting an Application, Applicants expressly authorize Ribbon, and its third-party service providers to perform an initial background check (and subsequent periodic follow-up background checks) on you to help us determine your eligibility for the Program. Each background check may, without limitation, include a review of: (i) the information you provided to us in your Application; (ii) your credit history; (iii) information that is publicly available about you; (iv) information that we obtain from Third-Party Accounts; and (v) whether you have ever been declared bankrupt. In connection with such background checks, we may obtain information about you from sources or references named in your Application, consumer credit reporting agencies, Third-Party Accounts, and other resources and third parties, as permitted by Applicable Law. By submitting an Application, you hereby agree to cooperate with Ribbon with respect to background checks, and you shall promptly, upon request from Ribbon, provide (or sign) any information, documentation and/or consent that we may require to perform a background check. You acknowledge that your failure to provide the foregoing consent, information, and cooperation as requested by Ribbon may preclude you from pre-qualifying to participate in the Program. By submitting an Application, you hereby expressly authorize third-party service providers to provide your information to various government entities, law enforcement entities, and any consumer reporting agencies.
IN CONNECTION WITH YOUR INTEREST IN PARTICIPATING IN THE PROGRAM, RIBBON REQUESTS YOUR AUTHORIZATION TO ACCESS YOUR CREDIT REPORT. BY SUBMITTING AN APPLICATION, YOU ARE PROVIDING “WRITTEN INSTRUCTIONS” TO RIBBON UNDER THE FAIR CREDIT REPORTING ACT, WHICH AUTHORIZE RIBBON TO OBTAIN INFORMATION FROM YOUR PERSONAL CREDIT PROFILE OR OTHER INFORMATION FROM ONE OR MORE CONSUMER REPORTING AGENCIES. THE INFORMATION OBTAINED FROM YOUR CREDIT REPORT, AS WELL AS OTHER INFORMATION THAT WE OBTAIN ABOUT YOU IN ACCORDANCE WITH THIS AGREEMENT, WILL BE USED FOR A LEGITIMATE BUSINESS NEED, IN CONNECTION WITH A BUSINESS TRANSACTION INITIATED IN WRITING BY YOU (i.e., YOUR PROGRAM APPLICATION), WHICH SHALL BE LIMITED TO APPLICANT SCREENING FOR RESIDENCY PURPOSES, IN ORDER TO DETERMINE YOUR ELIGIBILITY FOR THE PROGRAM.
Pre-Qualifying
Ribbon will use the information we collect pursuant to this Section, including all Personal Information you provide to us, information about the Property, information obtained through Third-Party Accounts, information obtained through background checks, and information from your credit report, to determine your eligibility to participate in the Program, and to determine an appropriate Purchase Limit (as defined below). Ribbon employs third parties to perform certain functions on its behalf, including the review of Applications and pre-qualification of Applicants for the Program. For more information about how we share your information with third parties, see our Privacy Policy.
Ribbon reserves the right to reject any Application, for any reason or no reason, at our discretion. If Ribbon determines, in its sole discretion, that your Application pre-qualifies you to participate in the Program, you will be notified by us via your Ribbon account dashboard on the Platform and/or by other means, that you have pre-qualified, and you shall be deemed a Qualified Customer for purposes hereunder. In addition, Ribbon shall notify you of the Purchase Limit associated with your account. Your “Purchase Limit” is the maximum dollar amount that Ribbon may be willing to make available to you under the applicable Customer Agreement, and is not tied to a specific Property. For the avoidance of doubt, the Purchase Limit is not necessarily equivalent to the maximum offer price that Ribbon will provide in connection with an offer to purchase a specific Property based on Ribbon’s automated valuation modeling determination of such Property’s value (or the AVM Amount, as that term is defined in a Customer Agreement), which amount may, and in many cases will, be lower than the Purchase Limit. Ribbon may change or withdraw your Purchase Limit at any time, and from time to time, upon notice to you through your account dashboard on the Platform, at its sole and exclusive discretion. Your pre-qualification for the Program does not guarantee that Ribbon will execute a Customer Agreement with you, or will provide you with any back-up home purchase services, all of which shall be done (or not done) at Ribbon’s sole and exclusive discretion.
Once you become a Qualified Customer, your participation in the Program shall be governed by those Customer Agreements between you and Ribbon, if any. Notwithstanding the foregoing, your use of the Platform, including your account dashboard to receive notifications from Ribbon about your Program participation or otherwise, shall continue to be governed by this Agreement.
4. ESIGN CONSENT
As an Applicant, Ribbon may provide you with information relating to the Program electronically from time to time. However, we are required by law to give you certain information “in writing” – which means you are entitled to receive it on paper. As a result, to provide you with this information electronically instead, we need your consent. We also need your general consent to use electronic records and signatures in our relationship with you. Please carefully review our Esign Consumer Consent Disclosure found here. Your affirmative consent to the Esign Consumer Consent Disclosure is a prerequisite to becoming a Qualified Customer.
5. AGENTS AND LENDERS
Once you have registered with the Platform as an Agent or a Lender, you will have the opportunity to access certain proprietary Products Ribbon may offer from time to time. While some Products may be offered free of charge, other Products will have an associated fee and will be available on a paid subscription basis (“Subscription Services”). Ribbon may, in its sole discretion, terminate free access to Products at any time and/or impose restrictions on the use of such Products. We do not ask you to provide your credit card or billing information for purposes of free Products and we will not charge you any fees unless and until you purchase a paid subscription or license and enter into another agreement with us governing the access to Subscription Services. Access to, and use of Subscription Services shall be subject to the terms and conditions of that certain agreement between subscribers (“Subscribers”) and Ribbon (the “Master Services Agreement”). If there is a conflict between these Terms of Use and terms and conditions of the Master Services Agreement, the terms and conditions of the Master Services Agreement will take precedence with respect to the Subscriber’s use of or access to the Subscription Services.
6. GUIDELINES
By accessing and/or using the Platform, whether as a Visitor, Agent, Lender or an Applicant, you hereby agree to comply with the following guidelines:
You will not use the Platform for any unlawful purpose;
You will not access or use the Platform to collect any market research for a competing businesses;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from thePlatform, directly or indirectly, except for Internet search engines (e.g.,Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice. Ribbon may suspend or terminate your permission to access the Site or your access to or use of the Product or any portion thereof, if Ribbon believes that your account or your conduct within on the Site violates our Terms of Use or you have otherwise breached this Agreement, or for any other reason, in our sole and absolute discretion. Ribbon may also remove or discard all or any part of your account, at any time. You agree that any termination of your access to the Site or any user account you may have or portion thereof may be effected without prior notice or liability. You agree that Ribbon will not be liable to you or any third party for any such termination. Refunds will only be given where expressly provided in your agreement with Ribbon. We may deactivate your account due to prolonged inactivity. Without limitation of our other rights, we reserve the right to delete all your user contact information from the Site upon any termination or cancellation of your account. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Ribbon may have at law or in equity.
7. INTELLECTUAL PROPERTY
The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Ribbon and its licensors exclusively own all right, title, and interest in and to the Platform, Products and the Program, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform.
You may view all content on the Platform, including Applications (the “Content”) for your own personal use and not for any other use, including any commercial use, without the prior written consent of Ribbon. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access the Platform automatically terminates and you must immediately destroy any copies you have made of the Platform. In addition, we reserve the right to decline to enter into any Customer Agreements with you, without any liability to you.
The trademarks, service marks, and logos of Ribbon (the “Ribbon Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Ribbon. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Ribbon Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Ribbon Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
8. FEEDBACK
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
9. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM, THE APPLICATION, THE PROGRAM, AND OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER RIBBON NOR ITS AFFILIATES MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND RIBBON HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT RIBBON AND RIBBON’S AFFILIATES MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
YOU HEREBY ACKNOWLEDGE THAT NEITHER RIBBON’S DECISION TO PRE-QUALIFY YOU FOR THE PROGRAM, NOR THE PURCHASE LIMIT ASSIGNED TO YOU BY RIBBON, IS MEANT TO, AND THEY DO NOT, INDICATE OR CONFIRM YOUR CREDITWORTHINESS OR SOLVENCY, AND THEY MAY NOT BE RELIED UPON BY YOU OR ANY THIRD PARTY TO MAKE ASSESSMENTS ABOUT YOUR FINANCIAL STABILITY OR OTHERWISE. ANY SUCH ASSESSMENTS OR DECISIONS, INCLUDING, WITHOUT LIMITATION, MORTGAGE, CREDIT, OR INSURANCE UNDERWRITING DECISIONS, ARE MADE AT YOUR, OR SUCH THIRD PARTY’S, SOLE DISCRETION AND RISK. BY PRE-QUALIFYING YOU FOR THE PROGRAM, AND BY ASSIGNING YOU A PURCHASE LIMIT, RIBBON MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOU WILL SECURE FINANCING FOR ANY PROPERTY, OR THAT RIBBON WILL ENTER INTO ANY CUSTOMER AGREEMENT WITH YOU WITH RESPECT TO ANY PROPERTY OR PROPERTIES. NOTHING IN THIS AGREEMENT SHALL OBLIGATE RIBBON TO EXECUTE ANY CUSTOMER AGREEMENT WITH YOU, EVEN IF YOU ARE A QUALIFIED CUSTOMER.
RIBBON DOES NOT OPERATE AS A BROKER, LENDER, REAL ESTATE PROFESSIONAL, OR AN ACCOUNTING, FINANCIAL, OR INVESTMENT PLANNER OR ADVISOR. RIBBON DOES NOT PROVIDE REAL ESTATE, FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX, OR LEGAL ADVICE. YOUR USE OF THE PLATFORM, THE APPLICATION, THE PROGRAM, AND OUR PRODUCTS AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST OPPORTUNITY (INCLUDING LOSS OF BIDS ON PROPERTIES), OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, THE APPLICATION, THE PROGRAM, THE PRODUCTS OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE APPLICATION, THE PROGRAM, THE PRODUCTS OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100) EXCEPT AS PROVIDED IN ANY CUSTOMER AGREEMENT OR SUBSCRIPTION AGREEMENT BETWEEN YOU AND RIBBON.
The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. INDEMNIFICATION
You will indemnify, defend, and hold Ribbon, its Affiliates (as defined below), and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Ribbon Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Ribbon Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your use of the Platform, the Application, the Products, the Program, or related services in violation of this Agreement; (ii) your breach of any of your representations and warranties hereunder; or (iii) your gross negligence or willful misconduct; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
12. COMPLIANCE WITH APPLICABLE LAWS
The Platform is based in the United States. We make no claims concerning whether the Platform may be viewed or be appropriate for use outside of the United States. If you access the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Applicable Laws of your specific jurisdiction.
13. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability. Without limiting the foregoing, we may terminate this Agreement upon written notice if Ribbon determines, in its sole and absolute discretion, that you have engaged in or permitted behavior that Ribbon considers to be immoral, racist, or discriminatory on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease.
14. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement or the Platform (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 14 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) 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. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
17. CONTROLLING LAW; EXCLUSIVE FORUM
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
18. FAIR HOUSING ACT DISCLOSURE
Ribbon does business in accordance with the Fair Housing Act. Thus, in connection with its activity under the Program, Ribbon will not discriminate against any person on the basis the person’s race, color, religion, sex, handicap, familial status (having one or more children), or national origin.
19. MISCELLANEOUS
If the Agreement is terminated in accordance with the termination provision in Section 13 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
20. CONSENT TO BE CONTACTED
If you provide, or have provided, a telephone number to us, you expressly agree that the provision of such telephone number is your express written consent to contact you at that number in order to provide you with informational and service messages, including via text message and/or by using automated telephone technology. Standard message and data rates may apply. Your consent is not a condition to use our Services. You can opt-out by emailing contact@ribbonhome.com and also opt out of text messages by replying “STOP” to the sender. You represent and warrant that you are the authorized subscriber for the telephone number(s) you have provided. Please be aware that we may record or monitor telephone calls for quality assurance. If you provide, or have provided, an email or mail address to us, you agree that we may provide notices to you through such means. Unless otherwise stated in the notices, the notices will become effective immediately.
Terms of Use Ribbon Home, Inc.
Last Updated March 1, 2023
Ribbon Home, Inc., (“Ribbon,” “we,” “us,” or “our”) welcomes you. We provide you with access to our Program (defined below) and the proprietary products and services which Ribbon may develop from time to time (“Products”), through our website located at www.ribbonhome.com (the “Site”) and our mobile application (the "App" and together with the Site, the “Platform”), subject to the following Terms of Use (the “Terms of Use”), which may be updated by us from time to time without notice to you. By browsing, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Use and the terms and conditions of our privacy policy (the “Privacy Policy”), which is hereby incorporated by reference (collectively, this “Agreement.”). If you do not agree to any of the terms of the Agreement, then please do not use the Platform or any portion thereof.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
We reserve the right, at our sole discretion, to modify, add, discontinue, or terminate the Site or Products, or to modify the Agreement, or any portion thereof, at any time, for any reason and without prior notice or liability. We will do our best to ensure that such changes do not materially impair the functionality, availability, or security of the Services. However, we do reserve the right to make such modifications, additions, or discontinuances without such notice or liability if needed to comply with law, protect or enforce legal rights, or otherwise to address or prevent an emergency. If we modify the Agreement, we will post the modification on the Site or provide you with notice of the modification at the last email address you gave us. Unless otherwise stated, such modification will be effective ten (10) days following posting on the Site. By continuing to access or use the Site after such modification is effective, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you or we make a material change to the Product that reduces the functionality available to you, your only recourse is to cease using the Site. We reserve the right at any time to charge fees for access to all or portions of the Site and change any such pricing at any time. Ribbon provides new versions of our Product throughout the year in order to equip our customers with the most innovative, up-to-date features in the industry. In order to maintain the high quality of our customer service, Ribbon will support the Product provided to you as of the date of execution of your agreement with Ribbon.
In addition to the Platform, Ribbon provides Qualified Customers (as defined below) access to our proprietary guaranteed back-up home purchase Ribbon Program (the “Program”), which is made available to Qualified Customers in a variety of ways, including via the Platform, subject to the terms and conditions of those certain customer agreements between each Qualified Customer and Ribbon (collectively, the “Customer Agreements”). These Terms of Use do not govern your use of the Program as a Qualified Customer, but govern your use of the Platform as a visitor and/or an Applicant (as defined below). If there is any conflict between the terms of these Terms of Use and any Customer Agreement, if applicable, the Customer Agreement shall govern.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.
1. ELIGIBILITY
The Platform is available for individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understands it. We reserve the right, in our sole and absolute discretion, to deny you access to the Platform or any portion thereof, without notice and without reason.
2. DESCRIPTION OF USERS
We provide Visitors, Agents, Lenders Applicants and Prospective Home Buyers with access to our Platform.
“Visitors,” as the term implies, are people who visit the public areas of the Platform only and do not register on our Platform to create an account.
“Agents” are licensed real estate agents who access our proprietary Products to facilitate the services provided by such Agents.
“Lenders” are entities who engage with people, including Qualified Customers (as hereinafter defined) to fund mortgage loans for real estate properties, who access our Products to support the services provided by such Lender.
“Applicants” are people who fill out an online pre-qualifying application (each, an “Application”) to become a Qualified Customer of the Program.
“Prospective Home Buyers” are people who clients of an Agent or those otherwise interested in purchasing a home.
Applicants, Lenders, Prospective Home Buyers and Agents (collectively, “Registered Users”) will be required to create an account on the Platform, which includes your name, email address and phone number (“Sign-In Name”), a password (“Password”), and certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). Prospective Home Buyers may not be eligible to use all Products available through the Platform and may only register for an account by invitation of an Agent and/or as permitted on the Platform for the respective Products they are eligible to access. With respect to Agents, this Unique Identifier may include your Multiple Listing Service identification number. If you create an account as an Agent, you represent and warrant that you (i) are a Realtor® and member of the real estate trade association in the state of where you are licensed as a real estate agent and (ii) are a permitted user of the Multiple Listing Service or forms available through such service or the respective state real estate trade association, and will provide proof of such membership or permitted use upon request.
When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Account Holder, and such Account Holder’s designee. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Platform using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason. Ribbon will not be liable for any loss or damage caused by any unauthorized use of your account.
3. BECOMING A QUALIFIED CUSTOMER; APPLICATIONS AND BACKGROUND CHECKS
Applications
Once you have registered with the Platform as an Applicant, you will have the opportunity to fill out our Program Application. The Application will require you to (i) provide us with certain sensitive Personal Information about yourself and information about the property or properties you are interested in purchasing (the “Property”), (ii) permit us to access Third-Party Accounts (as defined below) on your behalf in order to retrieve data about you, which may include additional Personal Information, and (iii) permit us to perform one or more background checks, all in accordance with all applicable federal, state, and local laws, rules, and regulations (“Applicable Laws”). You agree to provide current, complete, and accurate information about yourself in the Application. You agree that you will not, in connection with any Application or the Program, should you qualify to participate, misrepresent your identity, or describe, present, or portray yourself as a person other than yourself. You agree to cooperate in the Application process (including submitting all required documentation in a timely manner). In addition, you agree to promptly notify us of any changes in any information submitted in connection with your Application.
For information about our collection of Personal Information from you, from Third-Party Accounts, and from background checks, and how we use, transfer, and store such Personal Information, please review our Privacy Policy.
Third-Party Accounts
By submitting an Application, Applicants hereby expressly authorize Ribbon and its third-party service providers, including, without limitation, Plaid, to access certain third-party websites and accounts on your behalf, including, without limitation, financial institutions, brokerage accounts, retirement funds (e.g., 401(k) accounts), and similar sites (collectively, “Third-Party Accounts”) to retrieve Personal Information and other information about you (i) to verify or re-verify information contained in your Application, (ii) determine your eligibility for the Program, and (iii) for any legitimate business purpose, subject to Applicable Law and our Privacy Policy. For the foregoing purposes, by submitting an Application, you hereby grant Ribbon a limited power of attorney, and hereby appoint Ribbon as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access Third-Party Accounts, retrieve information, and use your information, including Personal Information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN RIBBON ACCESSES AND RETRIEVES INFORMATION FROM THIRD-PARTY ACCOUNTS, RIBBON IS ACTING AS YOUR REPRESENTATIVE, AND NOT AS THE REPRESENTATIVE OR OTHERWISE ON BEHALF OF THE THIRD PARTY. You agree that Third-Party Account providers shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by you.
Background Checks and Credit Reports
By submitting an Application, Applicants expressly authorize Ribbon, and its third-party service providers to perform an initial background check (and subsequent periodic follow-up background checks) on you to help us determine your eligibility for the Program. Each background check may, without limitation, include a review of: (i) the information you provided to us in your Application; (ii) your credit history; (iii) information that is publicly available about you; (iv) information that we obtain from Third-Party Accounts; and (v) whether you have ever been declared bankrupt. In connection with such background checks, we may obtain information about you from sources or references named in your Application, consumer credit reporting agencies, Third-Party Accounts, and other resources and third parties, as permitted by Applicable Law. By submitting an Application, you hereby agree to cooperate with Ribbon with respect to background checks, and you shall promptly, upon request from Ribbon, provide (or sign) any information, documentation and/or consent that we may require to perform a background check. You acknowledge that your failure to provide the foregoing consent, information, and cooperation as requested by Ribbon may preclude you from pre-qualifying to participate in the Program. By submitting an Application, you hereby expressly authorize third-party service providers to provide your information to various government entities, law enforcement entities, and any consumer reporting agencies.
IN CONNECTION WITH YOUR INTEREST IN PARTICIPATING IN THE PROGRAM, RIBBON REQUESTS YOUR AUTHORIZATION TO ACCESS YOUR CREDIT REPORT. BY SUBMITTING AN APPLICATION, YOU ARE PROVIDING “WRITTEN INSTRUCTIONS” TO RIBBON UNDER THE FAIR CREDIT REPORTING ACT, WHICH AUTHORIZE RIBBON TO OBTAIN INFORMATION FROM YOUR PERSONAL CREDIT PROFILE OR OTHER INFORMATION FROM ONE OR MORE CONSUMER REPORTING AGENCIES. THE INFORMATION OBTAINED FROM YOUR CREDIT REPORT, AS WELL AS OTHER INFORMATION THAT WE OBTAIN ABOUT YOU IN ACCORDANCE WITH THIS AGREEMENT, WILL BE USED FOR A LEGITIMATE BUSINESS NEED, IN CONNECTION WITH A BUSINESS TRANSACTION INITIATED IN WRITING BY YOU (i.e., YOUR PROGRAM APPLICATION), WHICH SHALL BE LIMITED TO APPLICANT SCREENING FOR RESIDENCY PURPOSES, IN ORDER TO DETERMINE YOUR ELIGIBILITY FOR THE PROGRAM.
Pre-Qualifying
Ribbon will use the information we collect pursuant to this Section, including all Personal Information you provide to us, information about the Property, information obtained through Third-Party Accounts, information obtained through background checks, and information from your credit report, to determine your eligibility to participate in the Program, and to determine an appropriate Purchase Limit (as defined below). Ribbon employs third parties to perform certain functions on its behalf, including the review of Applications and pre-qualification of Applicants for the Program. For more information about how we share your information with third parties, see our Privacy Policy.
Ribbon reserves the right to reject any Application, for any reason or no reason, at our discretion. If Ribbon determines, in its sole discretion, that your Application pre-qualifies you to participate in the Program, you will be notified by us via your Ribbon account dashboard on the Platform and/or by other means, that you have pre-qualified, and you shall be deemed a Qualified Customer for purposes hereunder. In addition, Ribbon shall notify you of the Purchase Limit associated with your account. Your “Purchase Limit” is the maximum dollar amount that Ribbon may be willing to make available to you under the applicable Customer Agreement, and is not tied to a specific Property. For the avoidance of doubt, the Purchase Limit is not necessarily equivalent to the maximum offer price that Ribbon will provide in connection with an offer to purchase a specific Property based on Ribbon’s automated valuation modeling determination of such Property’s value (or the AVM Amount, as that term is defined in a Customer Agreement), which amount may, and in many cases will, be lower than the Purchase Limit. Ribbon may change or withdraw your Purchase Limit at any time, and from time to time, upon notice to you through your account dashboard on the Platform, at its sole and exclusive discretion. Your pre-qualification for the Program does not guarantee that Ribbon will execute a Customer Agreement with you, or will provide you with any back-up home purchase services, all of which shall be done (or not done) at Ribbon’s sole and exclusive discretion.
Once you become a Qualified Customer, your participation in the Program shall be governed by those Customer Agreements between you and Ribbon, if any. Notwithstanding the foregoing, your use of the Platform, including your account dashboard to receive notifications from Ribbon about your Program participation or otherwise, shall continue to be governed by this Agreement.
4. ESIGN CONSENT
As an Applicant, Ribbon may provide you with information relating to the Program electronically from time to time. However, we are required by law to give you certain information “in writing” – which means you are entitled to receive it on paper. As a result, to provide you with this information electronically instead, we need your consent. We also need your general consent to use electronic records and signatures in our relationship with you. Please carefully review our Esign Consumer Consent Disclosure found here. Your affirmative consent to the Esign Consumer Consent Disclosure is a prerequisite to becoming a Qualified Customer.
5. AGENTS AND LENDERS
Once you have registered with the Platform as an Agent or a Lender, you will have the opportunity to access certain proprietary Products Ribbon may offer from time to time. While some Products may be offered free of charge, other Products will have an associated fee and will be available on a paid subscription basis (“Subscription Services”). Ribbon may, in its sole discretion, terminate free access to Products at any time and/or impose restrictions on the use of such Products. We do not ask you to provide your credit card or billing information for purposes of free Products and we will not charge you any fees unless and until you purchase a paid subscription or license and enter into another agreement with us governing the access to Subscription Services. Access to, and use of Subscription Services shall be subject to the terms and conditions of that certain agreement between subscribers (“Subscribers”) and Ribbon (the “Master Services Agreement”).
In addition to other Products we offer, from time to time, Ribbon may offer a marketplace of resources, including without limitation, Lenders and alternative home buying programs, to support the consummation of real estate transactions (the “Marketplace”). If you are an Agent or Prospective Home Buyer and you [sign up] [register] to participate in our Marketplace, you acknowledge and agree that this Product allows you to be connected to such third party resources, and we will share your personal information with such third parties in accordance with our Privacy Policy. Agents may invite their clients who are Prospective Home Buyers to participate in certain features of the Marketplace or certain features may be available to Prospective Home Buyers, directly. By electing to participate in the Marketplace or any such Products, as an Agent, Lender, or Prospective Home Buyer, you consent to the sharing of such information in accordance with our Privacy Policy. Ribbon does not guaranty the provision of services to you by any third party you connect with through the Marketplace and shall not be liable for any services or lack thereof, provided by Lenders or any third parties you are connected to or to whom you connect others. Any transaction Agents enter into with such parties shall be subject to the terms and conditions between you and such party and Ribbon is not a party thereto. If there is a conflict between these Terms of Use and terms and conditions of the Master Services Agreement, the terms and conditions of the Master Services Agreement will take precedence with respect to the Subscriber’s use of or access to the Subscription Services.
6. GUIDELINES
By accessing and/or using the Platform, whether as a Visitor, Agent, Lender or an Applicant, you hereby agree to comply with the following guidelines:
You will not use the Platform for any unlawful purpose;
You will not access or use the Platform to collect any market research for a competing businesses;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Platform;
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Platform;
You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Platform;
You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Platform, directly or indirectly, except for Internet search engines (e.g.,Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice. Ribbon may suspend or terminate your permission to access the Site or your access to or use of the Product or any portion thereof, if Ribbon believes that your account or your conduct within on the Site violates our Terms of Use or you have otherwise breached this Agreement, or for any other reason, in our sole and absolute discretion. Ribbon may also remove or discard all or any part of your account, at any time. You agree that any termination of your access to the Site or any user account you may have or portion thereof may be effected without prior notice or liability. You agree that Ribbon will not be liable to you or any third party for any such termination. Refunds will only be given where expressly provided in your agreement with Ribbon. We may deactivate your account due to prolonged inactivity. Without limitation of our other rights, we reserve the right to delete all your user contact information from the Site upon any termination or cancellation of your account. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Ribbon may have at law or in equity.
7. INTELLECTUAL PROPERTY
The Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Use, Ribbon and its licensors exclusively own all right, title, and interest in and to the Platform, Products and the Program, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform.
You may view all content on the Platform, including Applications (the “Content”) for your own personal use and not for any other use, including any commercial use, without the prior written consent of Ribbon. We, and our licensors, retain all right, title, and interest, including all intellectual property rights, in and to the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access the Platform automatically terminates and you must immediately destroy any copies you have made of the Platform. In addition, we reserve the right to decline to enter into any Customer Agreements with you, without any liability to you.
The trademarks, service marks, and logos of Ribbon (the “Ribbon Trademarks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of Ribbon. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with Ribbon Trademarks, the “Trademarks”). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Ribbon Trademarks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
8. FEEDBACK
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform and our services (“Feedback”). Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, know-how, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.
9. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM, THE APPLICATION, THE PROGRAM, AND OUR PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER RIBBON NOR ITS AFFILIATES MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND RIBBON HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT RIBBON AND RIBBON’S AFFILIATES MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
YOU HEREBY ACKNOWLEDGE THAT NEITHER RIBBON’S DECISION TO PRE-QUALIFY YOU FOR THE PROGRAM, NOR THE PURCHASE LIMIT ASSIGNED TO YOU BY RIBBON, IS MEANT TO, AND THEY DO NOT, INDICATE OR CONFIRM YOUR CREDITWORTHINESS OR SOLVENCY, AND THEY MAY NOT BE RELIED UPON BY YOU OR ANY THIRD PARTY TO MAKE ASSESSMENTS ABOUT YOUR FINANCIAL STABILITY OR OTHERWISE. ANY SUCH ASSESSMENTS OR DECISIONS, INCLUDING, WITHOUT LIMITATION, MORTGAGE, CREDIT, OR INSURANCE UNDERWRITING DECISIONS, ARE MADE AT YOUR, OR SUCH THIRD PARTY’S, SOLE DISCRETION AND RISK. BY PRE-QUALIFYING YOU FOR THE PROGRAM, AND BY ASSIGNING YOU A PURCHASE LIMIT, RIBBON MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOU WILL SECURE FINANCING FOR ANY PROPERTY, OR THAT RIBBON WILL ENTER INTO ANY CUSTOMER AGREEMENT WITH YOU WITH RESPECT TO ANY PROPERTY OR PROPERTIES. NOTHING IN THIS AGREEMENT SHALL OBLIGATE RIBBON TO EXECUTE ANY CUSTOMER AGREEMENT WITH YOU, EVEN IF YOU ARE A QUALIFIED CUSTOMER.
RIBBON DOES NOT OPERATE AS A BROKER, LENDER, REAL ESTATE PROFESSIONAL, OR AN ACCOUNTING, FINANCIAL, OR INVESTMENT PLANNER OR ADVISOR. RIBBON DOES NOT PROVIDE REAL ESTATE, FINANCIAL, BUSINESS, ACCOUNTING, SECURITIES, TAX, OR LEGAL ADVICE. YOUR USE OF THE PLATFORM, THE APPLICATION, THE PROGRAM, AND OUR PRODUCTS AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST OPPORTUNITY (INCLUDING LOSS OF BIDS ON PROPERTIES), OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, THE APPLICATION, THE PROGRAM, THE PRODUCTS OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE APPLICATION, THE PROGRAM, THE PRODUCTS OR ANY RELATED SERVICES SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100) EXCEPT AS PROVIDED IN ANY CUSTOMER AGREEMENT OR SUBSCRIPTION AGREEMENT BETWEEN YOU AND RIBBON.
The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. INDEMNIFICATION
You will indemnify, defend, and hold Ribbon, its Affiliates (as defined below), and our and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, “Ribbon Indemnitees”) harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, “Losses”) incurred by any Ribbon Indemnitee in connection with a third-party claim, action, or proceeding (each, a “Claim”) arising from (i) your use of the Platform, the Application, the Products, the Program, or related services in violation of this Agreement; (ii) your breach of any of your representations and warranties hereunder; or (iii) your gross negligence or willful misconduct; provided, however, that the foregoing obligations shall be subject to our: (i) promptly notifying you of the Claim; (ii) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (iii) providing you with sole control over the defense and negotiations for a settlement or compromise. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
12. COMPLIANCE WITH APPLICABLE LAWS
The Platform is based in the United States. We make no claims concerning whether the Platform may be viewed or be appropriate for use outside of the United States. If you access the Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Applicable Laws of your specific jurisdiction.
13. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Platform, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or liability. Without limiting the foregoing, we may terminate this Agreement upon written notice if Ribbon determines, in its sole and absolute discretion, that you have engaged in or permitted behavior that Ribbon considers to be immoral, racist, or discriminatory on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease.
14. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement or any other products or services provided by us (each, a “Dispute”), such dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 16 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) 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. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
16. EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
17. CONTROLLING LAW; EXCLUSIVE FORUM
The Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
18. FAIR HOUSING ACT DISCLOSURE
Ribbon does business in accordance with the Fair Housing Act. Thus, in connection with its activity under the Program, Ribbon will not discriminate against any person on the basis the person’s race, color, religion, sex, handicap, familial status (having one or more children), or national origin.
19. MISCELLANEOUS
If the Agreement is terminated in accordance with the termination provision in Section 13 above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Feedback,” “No Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination of the Agreement,” “Binding Arbitration,” “Class Action Waiver,” “Controlling Law; Exclusive Forum,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, the Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Copyright 2023 Ribbon Home, Inc. All rights reserved.
