Welcome to Rechat! Rechat Inc. (“Rechat”) provides an all-in-one real estate platform to professionals, including,
without limitation, real estate agents, brokers and third-party providers of financial, legal, inspection and insurance
professional services related to real estate transactions (collectively, “Real Estate Pros”) and their clients (“Clients”),
through our mobile device application (the “App”) and our website located at rechat.com (the “Site”)]. Please read
your use of our App [and the Site]. To make these Terms easier to read, the App [, the Site] and our services are
collectively called the “Services.”
Agreement to Terms
company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind
that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other
legal entity. Notwithstanding the foregoing, unless specified otherwise in these Terms, any references to “you” and
“your” will refer to you, either in your capacity as a Real Estate Pro or Client using the Services.
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the
modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we
modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are
indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified
Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue
all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with Rechat and
are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use the Services you will have to create and use an account (“Account”). Whether you are a Real Estate
Pro or a Client, you will be able to send invitations to other Real Estate Pros or Clients, as applicable, to use
the Services. A Real Estate Pro or Client Account may be referred to individually or collectively in these Terms
as an “Account.” You can also create an Account through your account with certain third-party social networking services
such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account
by extracting from your SNS Account certain personal information such as your name and email address and other personal
information that your privacy settings on the SNS Account permit us to access.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree
to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have
to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll
notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under
your Account, whether or not you know about them.
Using the Services
Via the Services, Account holders can communicate with other Account holders to: (i) communicate and exchange real
estate data from Multiple Listing Service (“MLS”) and other sources; (ii) invite other Real Estate Pros or Clients,
as applicable, to join the Services and share and upload User Content (defined below), including videos and/or pictures
of available listings; (iv) post and comment on User Content; (v) exchange MLS or other real estate listing data
with their Real Estate Pros or Clients, as applicable; and (vi) Real Estate Pros can also create a profile to communicate
with current and prospective Clients.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback
by emailing us at [email protected]. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid,
royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own
or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
from our users.
Content and Content Rights
For purposes of these Terms: (i) “Content” means MLS data, text, graphics, images, music, software, audio, video, works
of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made
available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide
to be made available through the Services. Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
Rechat does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict
any rights that you may have to use and exploit your User Content. Subject to the foregoing, Rechat and its licensors
exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual
property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws
of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service
mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
By making any User Content available through Services you hereby grant to Rechat a non-exclusive, transferable, sublicensable,
worldwide and royalty-free license to use, copy, modify (for formatting purposes only), distribute, publicly display
and publicly perform your User Content in connection with operating and providing the Services and Content to you
and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content
or you have all rights that are necessary to grant us the license rights in your User Content under these Terms.
You also represent and warrant that neither your User Content, nor your use and provision of your User Content to
be made available through the Services, nor any use of your User Content by us on or through the Services will infringe,
misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result
in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content
(such as posts or comments you make) may not be completely removed and copies of your User Content may continue to
exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove
or delete) any of your User Content.
Rights in Content Granted by Rechat
Subject to your compliance with these Terms, Rechat grants you a limited, non-exclusive, non-transferable, non-sublicensable
license to access and view the Content solely in connection with your permitted use of the Services.
Rights and Terms for App
Rights in App Granted by Rechat
Subject to your compliance with these Terms, Rechat grants you a limited non-exclusive, non-transferable, non-sublicenseable
license to download and install a copy of the App on a mobile device, tablet or computer that you own or control
and, if you are a Client, such license will be solely for your use of the Services. You may not copy the App, except
for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these
Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense,
lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv)
make the functionality of the App available to multiple users through any means. Rechat reserves all rights in and
to the App not expressly granted to you under these Terms.
Additional Terms for App Store Apps
If you accessed or downloaded the App from the Apple Store, then you agree to use the App only: (i) on an Apple-branded
product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage
Rules” set forth in the Apple Store Terms of Service.
If you accessed or downloaded the App from any app store or distribution platform (like the Apple Store, Google Play
or the Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:
• These Terms are concluded between you and Rechat, and not with App Provider, and that, as between Rechat and the
App Provider, Rechat, is solely responsible for the App.
• App Provider has no obligation to furnish any maintenance and support services with respect to the App.
• In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App
Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by
applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other
claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty
will be the sole responsibility of Rechat.
• App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the
App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any
claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under
consumer protection or similar legislation.
• In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s
intellectual property rights, Rechat will be solely responsible for the investigation, defense, settlement and discharge
of any such intellectual property infringement claim to the extent required by these Terms.
• App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the
App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right
(and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against
you as a third party beneficiary thereof.
• You must also comply with all applicable third-party terms of service when using the App.
• You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any
technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in
violation of, or used for any purposes prohibited by, such laws and regulations. By using the App 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.
General Prohibitions and Rechat’s Enforcement Rights You agree not to do any of the following:
• Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third
party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights
of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation
or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene,
pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against
any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any
person or entity; or (vii) promotes illegal or harmful activities or substances.
• Use, display, mirror or frame the Services or any individual element within the Services, the name, any Rechat trademark,
logo or other proprietary information, or the layout and design of any page or form contained on a page, without
Rechat’s express written consent;
• Access, tamper with, or use non-public areas of the Services, Rechat’s computer systems, or the technical delivery
systems of Rechat’s providers;
• Attempt to probe, scan or test the vulnerability of any Rechat system or network or breach any security or authentication
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented
by Rechat or any of Rechat’s providers or any other third party (including another user) to protect the Services
• Attempt to access or search the Services or Content or download Content from the Services through the use of any
engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the
like) other than the software and/or search agents provided by Rechat or other generally available third-party web
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or
other form of solicitation, provided that the foregoing shall not prohibit an you from inviting other Real Estate
Pros or Clients, as applicable, to download the App and use the Services;
• Use any meta tags or other hidden text or metadata utilizing a Rechat trademark, logo URL or product name without
Rechat’s express written consent;
• Use the Services or Content, or any portion thereof, for the benefit of any third party or in any manner not permitted
by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any
way use the Services or Content to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation,
sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without
their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation, including any state, local or federal laws relating to real
• Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content,
we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and
to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove
or disable access to the Services or any Content, at any time and without notice, including, but not limited to,
if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the
right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate
with law enforcement authorities to prosecute users who violate the law.
Rechat respects copyright law and expects its users to do the same. It is Rechat’s policy to terminate in appropriate
circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright
holders. Please see Rechat’s Copyright and IP Policy at www.rechat.com/copyright, for further information.
Links to Third Party Websites or Resources
The Services and App may contain links to third-party websites or resources, including to MLS websites or data feeds.
We provide these links only as a convenience and are not responsible for the content, products or services on or
available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility
for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to
you. You may cancel your Account at any time by sending an email to us at [email protected]. Upon any termination,
discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature
should survive will survive, including, without limitation, the Feedback, Content Ownership, Responsibility and Removal,
Warranty Disclaimers, Limitations of Liability, and Dispute Resolution Sections.
THE SERVICES AND CONTENT, INCLUDING MLS DATA, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING
THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no
warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free
basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability
of any Content.
You will indemnify, defend and hold harmless Rechat and its officers, directors, employee and agents, from and against
any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation,
reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the
Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER RECHAT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE
FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL,
SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RECHAT HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL
PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL RECHAT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY
TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO RECHAT FOR USE OF THE SERVICES OR CONTENT OR ONE
HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO RECHAT, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
RECHAT AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to
its conflict of laws provisions.
Agreement to Arbitrate
You and Rechat agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach,
termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively,
“Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual
action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction
to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks,
trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii),
an “IP Protection Action”); and (iii) you retain the right to litigate any Dispute other than an IP Protection Action
by providing Rechat with written notice of your desire to do so by email or regular mail at [email protected] or Rechat
Inc., 3700 Mckinney Ave. Unit 708, Dallas, TX 7520, within thirty (30) days following the date you first accept these
Terms (such notice, an “Arbitration Opt-out Notice”). If you do not provide Rechat with an Arbitration Opt-out Notice
within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate
any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of
any IP Protection Action or, if you timely provide Rechat with an Arbitration Opt-out Notice, will be the state and
federal courts located in the Northern District of California and each of the parties hereto waives any objection
to jurisdiction and venue in such courts. Unless you timely provide Rechat with an Arbitration Opt-out Notice, you
acknowledge and agree that you and Rechat are each waiving the right to a trial by jury or to participate as a plaintiff
or class member in any purported class action or representative proceeding.
Further, unless both you and Rechat otherwise agree in writing, the arbitrator may not consolidate more than one person’s
claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph
is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided
in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial
Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect,
except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by
calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified
in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015820
and a separate form for California residents at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator
will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the
AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery
of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Rechat otherwise agree, the arbitration will be conducted in the county where you reside. If your claim
does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and
Rechat submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary.
If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules,
the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent
with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will
include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration
award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent
with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a
party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant
and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in
arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable
law. Rechat will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees
and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA
Rules. However, if your claim for damages does not exceed $75,000, Rechat will pay all such fees unless the arbitrator
finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or
was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Modification” section above, if Rechat changes this “Dispute Resolution” section
after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject
any such change by sending us written notice (including by email to [email protected]) within 30 days of the date
such change became effective, as indicated in the “Last Updated” date above or in the date of Rechat’s email to you
notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between
you and Rechat in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted
these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Rechat and you regarding the Services
and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements
between Rechat and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds
any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible
and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Rechat’s prior written consent.
Any attempt by you to assign or transfer these Terms, without such consent, will be null. Rechat may freely assign
or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit
of the parties, their successors and permitted assigns.
Any notices or other communications provided by Rechat under these Terms, including those regarding modifications to
these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date
of receipt will be deemed the date on which such notice is transmitted.
Rechat’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or
provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized
representative of Rechat. Except as expressly set forth in these Terms, the exercise by either party of any of its
remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms or the Services, please contact Rechat at [email protected] or via mail
at Rechat Inc., 3700 Mckinney Ave. Unit 708, Dallas, TX 75204.