Snapdoor Participation Agreement

PLEASE REVIEW THIS SNAPDOOR PARTICIPATION AGREEMENT CAREFULLY. YOUR RIGHTS ARE SPECIFICALLY DEFINED AND LIMITED IN THIS AGREEMENT. SELLER HAS INSTRUCTED THE ONLINE MARKETER TO MARKET PROPERTIES PURSUANT TO THE GUIDELINES AND REQUIREMENTS SET FORTH IN THIS PARTICIPATION AGREEMENT AND THE “TERMS OF USE” ALSO AVAILABLE ON THE WEBSITE.

1. DEFINITIONS

Agreement - Refers to this Snapdoor Participation Agreement, as of the Online Sale Event.

Broker/Agent - Refers to a Real Estate Broker or agent that is licensed in the jurisdiction in which the Property is located and who represents the Seller or an Offeror.

Business Day - Refers to any day that is not a Saturday, Sunday or a federal holiday.

Buyer Addendum - Refers to the addendum to the Purchase Agreement that is executed by the Winning Offeror and Seller and delivered at the conclusion of the Online Sales Event to the escrow/closing office.

Buyer Premium - The buyer’s payment to Online Marketer  calculated as a percentage of the offer price of the Winning Offer. The Buyer’s Premium shall be paid at closing by the Buyer.

Event - Refers to the event, conducted in an online format, allowing an Offeror to submit offers for Properties.

Highest Offer - With respect to each Property offered at the Online Sales Event, refers to the final offer with the highest SnapScore which is received and acknowledged by the Online Marketer and submitted to Seller for review, consideration and acceptance. If more than one offer has the highest SnapScore, the offer submitted first will be considered the Highest Offer.

Highest Offeror - With respect to each Property offered at the Online Sales Event, refers to the individual and/or entity who places the Highest Offer at the Online Sales Event.

Offeror - Refers to a prospective purchaser at the Online Sales Event that has registered under the terms of this Agreement. Each Offeror will have a unique User Identification and password required to access and submit an offer at the Online Sales Event. The term Offeror may also refer to a Broker/Agent who submits offers on behalf of their client.

Online Marketer - Refers to Snapdoor LLC and its Website.

Online Sales Event - Refers to an online posting in which one or more Properties are made available to potential Buyers for purchase.

Person - Refers to a natural person, trust, association, non-profit organization, corporation, limited liability company, partnership and any other entity.

Privacy Policy - Refers to the Privacy Policy found on the Website as of the date you register for an Online Sales Event using the Website.

Property or Properties - Refers to real property that is/are subject to an Online Sales Event on the Website.

Property Details Page - The page on the Website that holds information, including without limitation MLS listing information and photos, pertaining to the Property.

Purchase Agreement - Refers to the documents that a Winning Offeror is required to execute, including the Buyer Addendum and any other related addenda. The Purchase Agreement contains the specific terms and conditions for the sale of any Property subject to the Online Sales Event.

Seller Minimum Price - Refers to the price established by the Seller that serves as a floor to the price that the Seller will accept from an Offeror for the sale of Property or Properties. The Website shall disclose whether the Seller Minimum Price for a particular Property has been met during the Online Sales Event.

Seller - Refers to the seller or sellers of Property by way of an Online Sales Eventon the Website.

Seller's Broker/Agent - With respect to each Property offered at the Online Sales Event, refers to the licensed real estate broker or agent, if any, hired by Seller to sell the Property.

SnapScore - The score given to each complete offer that was submitted in a timely fashion. Generated by Snapdoor’s proprietary algorithms, the SnapScore reflects how closely aligned an offer is to an ideal offer that reflects the Seller’s preferences. The SnapScore ranges from 0 to 1000.

Terms of Use - Refers to the Terms of Use available on the Website.

Total Purchase Price - With respect to Properties sold through an Online Sales Event, refers to the offer price of the Winning Offer plus the Buyer’s Premium to be paid by the Winning Offeror (Buyer) at closing.

User Identification - Refers to the unique identifier assigned to each registered Offeror for an Online Sales Event. We (or, alternatively "us" or "ours") - Refers to the Online Marketer.

Website - Refers to the Online Sales Event website found at www.snapdoor.com.

Winning Offer - With respect to each Property offered at an Online Sales Event, refers to the final, Highest Offer that has been accepted by the Seller.

Winning Offeror - Refers to the Person who, during the Online Sales Event, places the successful offer that is accepted by the Seller.

You - Refers to the Offeror and/or the Offeror’s authorized Broker/Agent who may submit offers on the Offeror’s behalf.

 2. EVENT REGISTRATION AND ELIGIBILITY

You will be required to create a profile as a user and register for the Online Sales Event to place an offer using the Website. You can only submit an offer by using the Website during the Online Sales Event.

Services authorized under the Website are available only to Persons that can form legally binding contracts under applicable law. Such services are not available to minors, Persons lacking the requisite mental capacity to offer or to Persons that have been temporarily or permanently suspended from using the Website. If you register to act on behalf of another Person, you represent and warrant that you have the requisite mental capacity to offer and the actual authority to legally bind that Person. If you lack such authority, or if the existence of such authority is challenged, you expressly acknowledge and agree that you may be held individually liable by the Online Marketer for all actions taken on behalf of such Person, and for all damages, costs and expenses, including without limitation reasonable attorneys’ fees.

Please note that certain jurisdictions may limit the ability of non-United States citizens to acquire Property, and non-United States citizens must conduct their own due diligence in this regard without the assistance of the Online Marketer and its employees.

Your User Identification and password information must not be shared with or transferred to any third party. Each Offeror is responsible for all offers, and all other actions (including, without limitation, malicious activity), undertaken with the use of such Offeror’s User Identification and password. You must take great care to ensure that such information is not accessed or made available to any unauthorized third party. You expressly agree that the Online Marketer and the Website are not responsible for a breach of any user’s account information and/or the unauthorized use of such information. If you believe your User Identification or password information has been accessed or made available to any unauthorized third party, you acknowledge that you are required to immediately notify the Online Marketer in writing.

3. PROPERTY DESCRIPTION, PRE-OFFER INVESTIGATION AND DUE DILIGENCE

Description of the Property. Any description of Property subject to an Online Sales Event has been provided by the Seller or Seller's Broker/Agent and/or review of public records and is given solely for identification purposes. No description of Property given on the Website by the Online Marketer creates any representation or warranty, express or implied, by the Online Marketer. The Online Marketer is not responsible for any acts or omissions of the Seller or Seller's Broker/Agent.

Any information provided by the Website regarding sizes, floor plans, square footage and/or bedrooms/bathrooms for the Properties is based only upon information provided by the Seller or Seller's Broker/Agent, and its accuracy is not warranted or guaranteed by the Online Marketer. Actual sizes, floor plans, square footage and/or bedroom/bathrooms may vary. The Online Marketer shall not be liable for any allowance, adjustment or revision in value of the Property based upon the failure of the Property, its appliances, or its floor plan to conform to any specific standards and every Person is urged to verify such information independently.

Inspection Indemnity. In connection with any necessary investigation, inspection or due diligence conducted on the Property by a prospective purchaser, Offerors, Highest Offerors and/or Winning Offerors, or any Person acting on their behalf, you agree, and agree to cause such Persons to agree to: (1) keep the Property free and clear of liens; (2) repair any and all damage arising from such inspection; and (3) indemnify, defend and hold harmless Online Marketer (including the Website), its affiliates and their respective directors, officers and employees from all claims, demands, damages, expenses, fees, penalties, fines, liabilities, and/or costs arising directly or indirectly from acts on the part of Offerors, Highest Offerors, Winning Offerors or any Agents thereof. Offerors, Highest Offerors, Winning Offerors, and their Agents shall maintain and keep in their possession policies of liability, workers' compensation and other applicable insurance, defending and protecting Online Marketer from liability for any injuries to persons or property occurring during any inspection prior to the close of the transaction.

Information Review. Before you submit an offer on a Property, please review the Website and all available information and documentation pertaining to such Property, including the most recent MLS information, if any. We suggest that you scrutinize the public records and all other resources whereby information relating to the Property is available. In certain instances, information may be available at the Property during open houses.

By participating in the Online Sales Event, Offeror represents to Online Marketer that Offeror has conducted all necessary research and due diligence that Offeror deems appropriate or necessary to offer on the Property and that Offeror has sufficient resources or financing options to purchase the Property.

4. OFFER SUBMISSION AND PURCHASE

Offering at Online Sales Event. In connection with the registration process, you will receive Offeror authorization and login information. This information, provided upon the successful completion of the registration process, will allow you to offer on Properties during the Online Sales Event. Each Property at an Online Sales Event will have a Seller Minimum Price as determined by the Seller. The Starting Price is generally not the Seller Minimum Price.

Properties are Sold Subject to Seller Approval. Unless otherwise noted in the Property Details Page for a Property, the Highest Offer at an Online Sales Eventwill be subject to, and contingent upon, the Seller approving the purchase. Upon the close of an Online Sales EventOn, the Highest Offer is submitted to the Seller for consideration and approval. The Seller has the option to accept or deny, at its sole and absolute discretion, the Highest Offer within three (3) calendar days of the Online Sales Event's conclusion.

Thus, even if you secure the Highest Offer at the Online Sales Event, you may not be designated as the Winning Offeror. If the Seller does not approve the Highest Offer, you will not become the Winning Offeror and instead are the Highest Offeror. If you are the Highest Offeror, you will not be eligible to purchase the Property unless the Seller expressly accepts the offer and the Online Marketer acknowledges the Highest Offeror as the Winning Offeror. Note that prior to determining the Winning Offeror, Seller may opt to negotiate with the Highest Offeror and/or consider and accept the offers of other offerors.

Winning at an Online Sales Event. If the Seller expressly accepts your offer and you are acknowledged by the Online Marketer as the Winning Offeror, you will have earned the right to purchase the Property that was the subject of the Online Sales Event, subject to the remaining requirements in this Agreement for completing the purchase. You will then be contractually obligated to purchase the Property, and you must enter into a written Purchase Agreement.

Upon being deemed the Winning Offeror, the Purchase Agreement and certain other documents will be forwarded for the Winning Offeror’s signatures if needed. If the offer submitted as part of the offer contained the necessary signatures, the Seller shall countersign and return a fully executed Purchase Agreement. The Purchase Agreement contains the exact terms and conditions of the sale. The Winning Offeror must agree to be bound by all terms, provisions and conditions of the Purchase Agreement and the related conveyance documents, if any, for each Property.

If the Winning Offeror does not submit the Earnest Money Deposit as agreed to in the Purchase Agreement within three (3) Business Days after being notified as the Winning Offeror following the completion of the Online Sales Event, the Online Marketer can declare the Winning Offeror to be in default. In the event of a declaration of default, the Winning Offeror’s offer shall be null and void. If the Winning Offeror’s offer is null and void, such Offeror shall forfeit the right to purchase the Property. If the Winning Offeror’s offer becomes null and void, the Seller reserves the right to put the Property into another Online Sales Event, revert to non-online-sales-event marketing and/or declare another Offeror as the Winning Offeror.

Seller may withdraw the Property at any time prior to the Seller's execution of the Purchase Agreement for any reason; In such a case, Online Marketer will not be responsible for any reimbursement of expenses incurred by the Offeror.

Total Purchase Price. The Total Purchase Price to be paid by the Winning Offeror includes the Buyer Premium owed by Winning Offeror. The Total Purchase Price excludes all other amounts that may be payable by the Winning Offeror during closing, including but not limited to inspection costs, property taxes, insurance, homeowner association fees, and escrow or closing fees. Information pertaining to additional fees may be set forth in greater detail in applicable purchase documentation. Offerors are reminded and encouraged to consult with local counsel or other local real estate professional(s) to determine all such other amounts that may be payable by the Winning Offeror at closing.

Inspection, Financing and Other Contingencies. Any inspection, financing or other contingencies shall be agreed to between the Seller and Winning Offeror and shall be set forth in the Purchase Agreement.

5. REAL ESTATE BROKER/AGENT PARTICIPATION

The Online Marketer invites Broker/Agent participation. A Broker/Agent must be duly licensed as a real estate broker or agent in the state in which the Property is located to be eligible to receive a commission. The Broker/Agent will be required to create a profile on the Website as a user. To be eligible to receive a commission, the Offeror’s Broker/Agent information must be provided via the Website prior to the Online Sales Event, either within the Event registration process, or subsequently in the Highest Offer confirmation process. Any Broker/Agent commission to be paid will be based upon the Winning Offer Amount and not the Total Purchase Price.

Agency Disclosure. The Online Marketer and any licensees employed by, affiliated with, or associated with the Online Marketer DO NOT represent the Offeror or buyer in any form or manner. The Online Marketer and all licensees employed by, affiliated with or associated with the Online Marketer are acting on behalf of the Seller as an Online Marketer only in the Online Sales Event sale of the Properties.

6. GENERAL ONLINE SALES EVENT INFORMATION

The Online Marketer reserves the right to deny any Person admittance to or expel anyone from the Online Sales Event Website for interference with the Online Sales Event activities, nuisance, canvassing, solicitation, or any other reason. The Online Marketer reserves the right to deny any Person the ability to offer and/or access to the Online Sales Event platform for interference with the Online Sales Event activities or any other reason. The Online Marketer is committed to providing its services, including without limitation, its marketing services free of bias and discrimination towards all Offerors. All of Online Marketer’s services will be provided in the same manner to all Offerors without regard to such Offeror’s race, color, religion, sex, disability, familial or marital status, or national origin. The Online Marketer has the right to postpone or cancel any Online Sales Event, to withdraw any Property from any Online Sales Event, and to change any and all terms of any Online Sales Event or particular conditions of sale upon announcement on the Property Details Page prior to or during the course of any Online Sales Event.

At its sole and absolute discretion, the Online Marketer may postpone or cancel the Online Sales Event, rearrange the order or sequence of the Online Sales Event, modify this Agreement, reject any or all offers and/or allow offers to be placed.

Each registrant of the Online Sales Event shall be deemed to have authorized and consented to the issuance of press releases and other public communications by the Online Marketer and/or its agents regarding the Online Sales Event and the Properties offered or sold at the Online Sales Event.

The respective rights and obligations of the parties with respect to this Agreement and the conduct of the Online Sales Event shall be governed by, interpreted and enforced under the laws of the State of Virginia, without reference to its conflict of laws principles. The Online Marketer's principal office is located in Arlington County, Virginia. This Agreement is provided to you from Arlington County, Virginia, and is performable in Arlington County, Virginia. You agree that any claims based on or arising from the provisions, interpretation, or enforcement of this Agreement shall be brought only in state court located in Arlington County, Virginia or in federal court covering Arlington County, Virginia. By offering at the Online Sales Event, each Offeror shall be deemed to have irrevocably: (a) submitted to all courts of competent jurisdiction located in Arlington County, Virginia (including applicable federal courts) in connection with any suit, proceeding or other legal process relating to the Online Sales Event and/or the offering or sale of any Property, (b) agreed that any suit, proceeding or other legal process relating to the Online Sales Event and/or the offering or sale of any Property may be heard in any such court, (c) waived the defense of any inconvenient forum to the maintenance of any suit, proceeding or other legal process relating to the Online Sales Event and/or the offering or sale of any Property in any such court, and (d) agreed to be subject to suit, service and legal process of such court in connection with any suit, proceeding or other legal process relating to the Online Sales Event and/or the offering or sale of any Property.

The Online Marketer does not make any representation or warranty as to the way the sale process will be managed. No obligation to sell shall be binding on Seller unless and until the Purchase Agreement is signed and delivered to the Seller and accepted, signed and delivered by the Seller. Seller reserves the right to rescind any oral acceptance of a Winning Offer prior to the execution and delivery of an executed Purchase Agreement for any reason, including without limitation the receipt of a subsequent higher offer, regardless of whether such subsequent offer was made within the timeframes set forth in this Agreement.

7. FINANCING YOUR PURCHASE

Online Marketer does not perform lending or financing services. Nothing in this Agreement shall be construed as a commitment or agreement by or on behalf of Online Marketer or a lender to provide lending or financing services to any Winning Offeror. To provide Website users with access to additional resources and services, the Website provides links to certain third-party websites. Online Marketer does not endorse, nor does it support the content (including without limitation information in the form of text or graphics) or accuracy of content on any third-party websites. Online Marketer is not responsible for the content of any such third-party websites and expressly disclaims any responsibility for the content on such sites. By clicking on a third-party link, each user acknowledges that he/she/it is leaving the Website and that Online Marketer is no longer responsible for the user’s experience on such third-party websites. Privacy and security policies on such third-party websites may differ from those presented on the Website. Any business, financial or other transactions or agreements you enter with a third party listed, advertised or otherwise accessed through the Website is solely between you and such third party.

The Online Marketer reserves the right to require Winning Offerors who intend to use cash to complete their purchase to provide proof of sufficient acceptable qualifying funds to cover the transaction (examples of such proof include, without limitation, a bank statement and/or investment statement evidencing semi-liquid assets, such as stocks or bonds).

8. INDEMNITY

You agree to indemnify and hold harmless the Online Marketer (including the Website), its affiliates and their respective directors, officers and employees from any claims, losses, liabilities, penalties, fines, damages, demands and/or expenses, including without limitation reasonable attorneys’ fees and expenses, made by any third party due to or arising from your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

9. ATTORNEYS' FEES, COSTS & EXPENSES IN THE EVENT ONLINE MARKETER IS REQUIRED TO DEFEND AGAINST OR BRING ANY ACTION, PROCEEDING OR ARBITRATION BY OR AGAINST YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ONLINE MARKETER IS A PREVAILING PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ONLINE MARKETER IS ENTITLED TO SEEK AND RECOVER FROM YOU, IN ADDITION TO ANY OTHER RELIEF THAT MAY BE GRANTED, THE REASONABLE ATTORNEY'S FEES, COSTS AND EXPENSES INCURRED BY ONLINE MARKETER IN THE ACTION, PROCEEDING OR ARBITRATION.

10. LEGAL COMPLIANCE

You agree that you will comply with all applicable laws, regulations, and ordinances regarding your activities and use of the Website, and regarding your purchase of any Property.

11. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such invalidation shall not invalidate the remaining portions of this Agreement, and those remaining provisions shall be enforced and remain in full force and effect.

12. ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT (“E-SIGN”) AUTHORIZATION

By registering for the Online Sales Event, Offeror acknowledges having read, agreed to and accepted this Agreement, as it may be updated from time to time prior to the Online Sales Event. Such form of acceptance by Offeror is binding and Offeror acknowledges that such acceptance shall be binding and enforceable pursuant to the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et. seq., the Uniform Electronic Transactions Act (“UETA”) and applicable state laws. In addition, by creating an account and registering for the Online Sales Event, Offeror further acknowledges having read, agreed to and accepted the Consumer Electronic Signature Disclosure and Affirmative Consent.

13. ADDITIONAL DISCLAIMERS

The Online Sales Event is provided on an “as is, where is, as available, and with all faults and limitations” basis. No warranties, expressed or implied, including, but not limited to, those of merchantability or fitness for a particular purpose or use, are made with respect to the Online Sales Event platform or any information or software therein.

You acknowledge and agree that specific performance is not an available remedy for any alleged breach of this Agreement. The Online Marketer will not be liable for any damages or injury caused by, including but not limited to, any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus or line failure. The Online Marketer will not be liable for any damages or injury, including but not limited to special or consequential damages that result from the use of, or the inability to use, the Website, the materials on the Website, or the Online Sales Event platform even if there is negligence on the part of the Online Marketer or its representatives, or the Online Marketer or an authorized Online Marketer representative has been advised of the possibility of such damages, or both. The above limitations or exclusions may not apply to you to the extent that applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, in which event the Online Marketer's liability to you for losses, damages and causes of action (in contract or tort, including without limitation negligence, or otherwise) will not be greater than $1,500.

Upon registering as a Offeror and offering during the Online Sales Event, each Offeror shall be deemed to represent, warrant and agree that with respect to each Property it offers upon: (a) that such Offeror has examined, or has had the opportunity to examine, the Property and is familiar with the physical and legal condition thereof and has conducted such investigation of the Property as the Offeror has considered appropriate; (b) neither Online Marketer, nor any affiliate, agent, director, officer, employee or representative of Online Marketer, has made any verbal or written representations, warranties, promises or guarantees whatsoever to the Offeror, expressed or implied, and in particular, that no such representations, warranties, guarantees, or promises have been made with respect to the physical condition, operation, legal condition, or any other matter or thing affecting or related to the Property and/or the offering or sale of the Property; (c) Offeror has not relied upon any representations, warranties, guarantees or promises or upon any statements made or any information provided concerning the Property, including but not limited to online at the Online Sales Event Website or the information provided or made available by Online Marketer or Online Marketer's respective agents, directors, officers, employees or representatives; and (d) Offeror has determined to make its offer after having made and relied solely on its own independent investigation, inspection, analysis, appraisal and evaluation of the Property and the facts and circumstances related thereto.

14. RELEASES

EACH OFFEROR AND ANYONE CLAIMING BY, THROUGH OR UNDER THE SAME HEREBY FULLY AND IRREVOCABLY RELEASES THE WEBSITE AND ONLINE MARKETER, THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, ATTORNEYS, BROKERS, ONLINE MARKETERS, BUSINESS PARTNERS AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS THAT HE/SHE/IT OR THEY MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ONE OR MORE OF THE RELEASED PARTIES FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE, FEE (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES), FINE, PENALTY, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATING TO ANY ERRORS, OMISSIONS OR OTHER CONDITIONS AFFECTING THE PROPERTIES OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY LIENS, CONSTRUCTION DEFECTS OR ENVIRONMENTAL MATTERS. THIS RELEASE INCLUDES CLAIMS OF WHICH PROSPECTIVE PURCHASER/OFFEROR IS PRESENTLY UNAWARE OR DOES NOT PRESENTLY SUSPECT TO EXIST IN HIS/HER/ITS FAVOR WHICH, IF KNOWN BY PROSPECTIVE PURCHASER/ OFFEROR, WOULD MATERIALLY AFFECT PROSPECTIVE PURCHASER'S/ OFFEROR’S RELEASE OF THE RELEASED PARTIES.

15. ACCEPTANCE

All Persons registering for an Online Sales Event, including all Offerors, unconditionally accept this Agreement in its entirety in connection with use of the Website. You acknowledge and agree that this Agreement, the Terms of Use and the Privacy Policy set forth the only rights and obligations applicable to the matters covered in those documents, and those documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements or representations by you, Seller, Seller’s Broker, or Online Marketer. You agree to abide by all the terms and conditions set forth in this Agreement, the Terms of Use and the Privacy Policy. You further agree that you shall not have any recourse against the Online Marketer or the Website, as those parties are not involved in the actual transaction between you and the Seller. You further agree that the Online Marketer and the Website assume no control or liability over any issues that may arise because of any transaction between you and Seller.

16. AMENDMENTS TO THE SNAPDOOR PARTICIPATION AGREEMENT

The Online Marketer reserves the right to update or amend this Agreement at any time in its sole discretion. This Agreement will reflect the date it was last updated. All amendments to this Agreement will be posted on the Online Marketer’s Website and will become effective upon posting for all subsequent Online Sales Event activity. It is imperative that Offerors review and accept this Agreement prior to registration for and participation in an Online Sales Event. Offerors’ use or continued use of the Online Marketer’s Website following any such amendments acknowledges receipt of the revisions and agreement to and acceptance of any revised Agreement or amendment.