UNLOCKDBOX, INC.

 

TERMS OF USE AND USER AGREEMENT

By accepting the Term of Use within the app you are subject to the following contract:

 

            1.         General Contractual Relationship

 

            These Terms of Use (“Terms”) govern your access and use of the Unlockdbox, Inc. applications, websites, content, and services (the “Services” as more fully defined below in Section 2) made available in the State of California by Unlockdbox, Inc. and its representatives, affiliates, officers, directors, and shareholders (collectively “Unlockdbox”).

 

            These Terms constitute a legal agreement between you and Unlockdbox. By accessing or using the Services, either as a Requesting Agent or an Unlocking Agent (later defined), you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede any prior agreements or arrangements with you. Unlockdbox may, without notice, immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services, or any portion thereof, at any time and for any reason. You must be a real estate agent duly licensed in the State of California to access or use the Services or the Application (later defined). Verification of license status will be required through a third-party verification service before access or use is allowed.

 

            Unlockdbox may amend these Terms from time to time. Amendments will be effective upon the posting by Unlockdbox of such updated, changed, or additional Terms at this location. Your continued access or use of the Services after such posting shall confirm your consent to be bound by the Terms, as amended.

 

            Collection and use of personal information in connection with the Services is described in Unlockdbox’s Privacy Statements located at www.unlockdbox.com/privacypolicy

 

            2.         Services.

 

            The Services comprise mobile applications and related services (the “Application”) which enable users to arrange, schedule, and appear at homes listed by a real estate agent licensed in the State of California for sale for the purpose of providing access to prospective buyers of the home. A real estate agent licensed in California (the “Requesting Agent”) may request, through the Application, that another real estate agent licensed in California (the “Unlocking Agent”) appear at a specific home, for the purpose of unlocking the home, or holding an open house, by use of a key stored in a lock box, or other similar device used to access the property, to allow access to prospective buyers, then locking the home and replacing the key in the lock box, if applicable, when the prospective buyers have completed their view of the home. If the Unlocking Agent appears at the property requested to be unlocked within 10 minutes of the appointment time scheduled through the Application, within 24 hours of completion of the Services, the Unlocking Agent shall be entitled to a one-time fee to be agreed upon between the Requesting Agent and the Unlocking Agent on a case-by-case basis through the Application. If the prospective buyers do not show up at the property, the Unlocking Agent is still entitled to the agreed upon fee. In the event of a cancelled request, the Requesting agent is no longer responsible for payment to the Unlocking Agent. Cancelled request must be done prior to the unlocking time requested. 

The Unlocking Agent shall not be an employee of Unlockdbox or the Requesting Agent, shall not have any rights to receive future work from the Requesting Agent, shall not in any way be considered to be the procuring cause of a sale by the Requesting Agent, and shall not be entitled to a commission resulting from any such sale. The Unlocking Agent shall not solicit any client of a Requesting Agent, or any prospective buyer for whom the Unlocking Agent provides access to a home through the Unlockdbox application. Any commission received by the Unlocking Agent pursuant to any such solicitation, or in violation of this paragraph, shall be the property of the Requesting Agent, and shall be turned over to the Requesting Agent immediately upon request. If the party for whom the property is unlocked has any real estate related questions, or questions relating to the property, the Unlocking Agent shall refer such questions to the Requesting Agent for resolution. The Unlocking Agent acknowledges that the Requesting Agent is the legal representative and agent of the seller or the prospective buyer for whom the Unlocking Agent has been requested to unlock a property, and the Unlocking Agent will do nothing whatsoever to interfere with that agency relationship. If the Unlocking Agent holds an open house for the Requesting Agent, no fee is associated with this service. All agents must adhere to the most recent version of the National Association of Realtors Code of Ethics that can be found at https://www.nar.realtor/about-nar/governing-documents/code-of-ethics/2021-code-of-ethics-standards-of-practice. All agents must adhere to the most recent version of the Covid-19 Industry Guidance: Real Estate Transactions that can be found at  https://files.covid19.ca.gov/pdf/guidance-real-estate.pdf

 

            3.         License.

 

            Subject to compliance with these Terms, Unlockdbox grants to Requesting Agents and Unlocking Agents a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (a) access and use the Application on your personal device solely in connection with your providing of the Services; and (b) access and use any content, information, and related materials that may be made available through the Services, in each case solely for your personal use. Any rights not expressly granted herein are reserved by Unlockdbox.

 

            4.         Registration.

 

            In order to utilize the Services or the Application you must register and maintain an active personal user account through the Application (“Account”) and verification of license status and approval of registration by Unlockdbox Inc.. You must be at least 18 years of age and hold a valid, unrestricted, active California real estate license to register and maintain an Account. User must maintain SUPRA KEY ACCESS in order to be members of Unlockdbox. Any person registering through the Application will be required to provide personal information, such as name, address, mobile phone number, age, license information, and other similar information, and will be required to have on file on the Application a credit card from which Unlockdbox may collect fees to ensure payments will be timely made to Unlocking Agents. In addition, you will be required to allow such permissions on your mobile device as may be necessary at the time to facilitate effective operation of the Application. Failure to maintain accurate, complete, and up-to-date Account information, including with regard to payment information, may result in your inability to access or use the Services or the Application. You are responsible for all activity that occurs on your Account, and you are required to maintain the security and secrecy of your Account username and password at all times. You may only register one Account.

 

 

 

5.         Payment.

 

If the agreed to Unlocking Agent appears at the property to be unlocked within 10 minutes of the appointment time scheduled through the Application, and upon proper completion of the unlocking assignment, payment of the amount agreed upon between the Requesting Agent and the Unlocking Agent shall be made by the Requesting Agent to the Unlocking Agent through the Application using Stripe software within 24 hours of completion of the Services. If payment is not made within 24 hours following completion of the Services, Unlockdbox, at the request of the Unlocking Agent, shall have the right to charge the Requesting Agent’s credit card for the amount due to the Unlocking Agent. Failure to make timely payment may subject the Requesting Agent to revocation of access to the Application. In addition, upon the scheduling of the Services between the Requesting Agent and the Unlocking Agent through the Application, the Requesting Agent shall pay to Unlockdbox a service fee in the amount of 15%(depending on unlocking fee and subject to change at anytime), which Unlockdbox may immediately collect from the Requesting Agent's credit card. Payment is collected using Stripe and paid out using Paypal. Processing times may vary. Typical processing time are between 2-10 business days for payment to clear. Refunds may take up to 10 business days to process. 

 

            6.         Restrictions.

 

            Neither a Requesting Agent nor an Unlocking Agent may (a) remove any copyright, trademark, or other proprietary notices from any portion of the Services of the Application; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services or the Application except as expressly permitted by Unlockdbox; (c) decompile, reverse engineer, or disassemble the Services or the Application except as may be permitted by applicable law; (d) link to, mirror, or frame any portion of the Services or the Application; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or the Application, or unduly burdening or hindering the operation and/or functionality of any aspect of the Services or Application; or (f) attempt to gain unauthorized access to or impair any aspect of the Services, the Application, or their related systems or networks.

 

            7.         Ownership.

 

            The Services and the Application, and all rights therein are and shall remain the property of Unlockdbox or its licensors. Neither these Terms nor your use of the Services or Application convey or grant to you any rights: (a) in or related to the Services except for the limited license granted above; or (b) to use or reference in any manner Unlockdbox’s names, logos, product and service names, trademarks, or service marks or those of Unlockdbox’s licensors.           

 

            8.         User Requirements and Conduct.      

           

            The Service and the Application are not available for use by persons under the age of 18. You may not authorize any other person to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You are required to comply with all applicable laws when accessing or using the Services or the Application, and you may only access or use the Services or the Application for lawful purposes. Your use of the Services or the Application may not cause nuisance, annoyance, inconvenience, or property damage. You may be asked to provide proof of identity to access or use the Services or the Application, and you may be denied access to the Services or the Application if you refuse to provide such proof. You must comply at all times with the rules, regulations, and ethical obligations applicable to California licensed real estate agents, Unlockdbox has the absolutely right to revoke access to the Services or the Application based on failure to comply with the obligations of this paragraph, failure to complete an unlocking for which you were scheduled, the discovery of negative reviews relating to providing of the Services or use of the Application, solicitation of clients in violation of these Terms, violation of any other provisions of these Terms, or any other conduct deemed to be inconsistent with the norms of society or conduct common within the industry, at the sole discretion of Unlockdbox.

 

            9.         Network Access and Devices.

 

            All persons accessing the Services or the Application are solely responsible for obtaining the data network access necessary for such access. Messaging rates and fees may apply and are the sole responsibility of the person accessing the Services or the Application. Unlockdbox does not guarantee that the Services or the Application will function on any particular hardware or devices. Delays or malfunctions inherent in the use of the internet and electronic communications are the sole responsibility of the user, and Unlockdbox shall have no liability for any such delays or malfunctions.

 

            10.       Repairs and Cleaning.

 

            The Unlocking Agent shall have sole responsibility for ensuring that any properties opened by the Unlocking Agent are left in the same condition as when first unlocked. The Unlocking Agent is solely responsible for all repairs, cleaning, or rehabilitation necessitated as the result of the unlocking of any property by the Unlocking Agent. Unlockdbox has the right, at any time, to inspect any property which has been unlocked by the Unlocking Agent for the purpose of determining the necessity of cleaning and/or repairs, and for the purpose of ensuring that such cleaning and/or repairs are accomplished. If any required cleaning and/or repairs are not accomplished in a timely manner, Unlockdbox has the unfettered authority to pursue the reasonable cost of such cleaning and/or repair from the Unlocking Agent and to accomplish the cleaning and/or repairs that should have been done by the Unlocking Agent.

 

            11.       Disclaimer and Limitation of Liability.

 

            THE SERVICES AND THE APPLICATION ARE PROVIDED IN AN “AS IS” CONDITION. UNLOCKDBOX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, UNLOCKDBOX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES OR THE APPLICATION, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. UNLOCKDBOX DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND THE APPLICATION, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, THO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

 

            UNLOCKDBOX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES OR THE APPLICATION, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF UNLOCKDBOX, EVEN IF UNLOCKDBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

            UNLOCKDBOX SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (A) YOUR USE OF OR RELIANCE ON THE SERVICES OR THE APPLICATION OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (B) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF UNLOCKDBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLOCKDBOX SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE REASONABLE OF UNLOCKDBOX. YOU AGREE THAT UNLOCKDBOX HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED BY YOU, OR PROVIDED BY A THIRD PARTY TO YOU, OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

 

            12.       Indemnification.

 

            You agree to defend, indemnify, and hold Unlockdbox and its affiliates, officers, directors, shareholders, employees, agents, and representatives harmless from any and all claims, demands, losses, liabilities, and expenses, including attorneys’ fees, arising out of or in connection with: (a) your use of the Services or Application; (b) your breach or violation of any of these Terms; (c) your violation of the rights of any third party; or (d) your failure to properly lock the property at which the Services were performed upon completion of the Services.

 

            13.       Miscellaneous.

 

            These Terms are governed by and construed in accordance with the laws of the State of California. Venue shall be proper only in the County of Ventura, all actions for enforcement of or arising out of these Terms shall be prosecuted to completion only in such county, and you agree to personal jurisdiction in such county.

 

            You may not assign these Terms without the prior written consent of Unlockdbox. Unlockdbox may assign these Terms without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of the equity, business, or assets of Unlockdbox; or (c) a successor by merger. Any purported assignment in violation of this paragraph shall be void.

 

            These Terms and your use of the Services or the Application shall not create a joint venture, partnership, employment, or agency relationship between you and Unlockdbox.

 

            The failure of Unlockdbox to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

 

            In the event of any action, whether by litigation, arbitration, mediation, or otherwise, to enforce these Terms, or in any such action arising out of these Terms, the non-prevailing party shall pay to the prevailing party reasonable costs and attorney’s fees.

 

            These Terms constitute the entire agreement between the parties hereto, and supersede any prior representations, discussions, or agreements.

 

            Unlockdbox retains the right to change  the service fees referenced in Sections 4 and 5, respectively, upon 30 days’ notice to the persons registered through the Application.

​

            Unlockdbox makes no guarantees or representations that an Unlocking Agent will be available to a Requesting Agent at any given time, and shall not be liable for the failure of an Unlocking Agent to comply with any of these Terms.

 

 

​

 

 

UNLOCKING AGENT

Initials

 

_____              I have read the Terms of Use, I understand them, and I agree to abide by all of the provisions thereof.

 

_____              I understand and agree that the Requesting Agent is the legal representative and agent of the prospective buyers for whom I have been requested to unlock a property and I will do nothing to interfere with or disrupt that relationship.

 

_____              I agree that I will not solicit any real estate related business from the prospective buyers.

 

_____              I agree that I will unlock the property requested to be unlocked within 10 minutes of the appointment time scheduled through the Application, will remain on the property during the entire time of inspection by the prospective buyers, and will properly secure the property before leaving.

 

­­­­­_____              I agree that I will not be entitled to a commission relating to the sale of this property, and will not seek such a commission; I am entitled only to the fee for unlocking the property agreed to between me and the Requesting Agent.

 

_____              I understand that I am responsible for damage to the property that occurs during the time I have unlocked the property, and will repair such damage and ensure that the property is in the same state of cleanliness and repair as it was before I unlocked the property.

 

_____              By providing access to the property to the prospective buyers, I understand that I will not have any rights to be deemed a procuring cause of the sale, and thus will not have any rights to a commission.

 

_____              I agree that all questions asked by the prospective buyers will be referred to the Requesting Agent.

 

_____              I agree to adhere to all local, state and federal Co-vid 19 health and safety regulations when interacting with people and property.

_____              I have verified my brokerages consent for using the services provided by Unlockdbox inc. 

 

 

REQUESTING AGENT

Initials

_____              I have read the Terms of Use, I understand them, and I agree to abide by all of the provisions thereof.

 

_____              I agree that I will pay the Unlocking Agent for the unlocking services within 24 hours of the completion of the Services.

 

_____              I agree to adhere to all local, state and federal Co-vid 19 health and safety regulations when interacting with people and property.

_____              I have verified my brokerages consent for using the services provided by Unlockdbox inc. 

​

_____              I have notified the listing's homeowner of the services procured through Unlockdbox Inc. 

​