Terms of use

Clientown Terms of Use

THIS AGREEMENT IS SUBJECT TO AN ARBITRATION PROVISION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT (SOUTH CAROLINA CODE SECTIONS 15-48-10, ET SEQ.)

Welcome to Clientown!

Clientown facilitates collaboration between real estate professionals and their clients, and provides information, resources, tools, products and services specific to the real estate and related markets.  Clientown services (the “Services”) may be accessed through the Clientown website (hereafter the “Site” or “Clientown”).  These Terms of Use govern your use of and access to Clientown. Please read them carefully.

1. Agreement

By using or accessing Clientown and/or the Services, you agree to be legally bound by the Terms of Use and Privacy Policy found at clientown.com/terms as amended from time to time (collectively, the “Agreement”).  If you do not agree with the Agreement without limitation or qualification, you should not access or use Clientown. Your continued use of or access to Clientown following any changes made to the Agreement will mean that you also accept and agree to be bound by the changes or any then-current Agreement. Because we reserve the right to modify the Agreement at any time without notice to you, please check them regularly for changes. References to “Clientown,” “we,” “us,” or “our” in the Agreement refer to Clientown, LLC, a South Carolina limited liability company that supports and maintains the Site and the Services.

This Terms of Use was last updated on: November 20, 2023. 

2. Eligibility

To be authorized to access and use Clientown, you represent and warrant that you (a) are at least 18 years old, (b) are not currently restricted by Clientown or any law enforcement agency from accessing or using the Clientown Services or not otherwise restricted from having an Account, (c) have the full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party, (d) will not violate any rights of Clientown or a third party, including the intellectual property rights of such third party, and (e) you will comply with all local, state, and federal laws as applicable to your location and intended use of our Services.  

If you are not at least 18 years old, you are not authorized to access Clientown or the Services and should leave the Site immediately.

3. Registration, Account Use and Security

You may have limited access to some features of Clientown without registering for a paid user account (an “Account”).  Those who access Clientown without registering for an Account shall be referred to as “Users”.

In order to gain access to additional features, however, you must register and create an Account with Clientown. Users who have registered an Account shall thereafter be “Subscribers.”  This Agreement may from time to time refer to different types of Subscribers such as Consumers, Lenders, Real Estate Agents, and Supplier Subscribers depending on the context in which such terms are used. A Subscriber that is a potential real estate buyer or seller is a “Consumer”, a Subscriber that is a mortgage lending professional or firm is a “Lender”, a Subscriber that is a real estate agent or firm is a “Real Estate Subscriber”, and a Subscriber that is a service provider, vendor, and/or supplier is a “Supplier”. Subject to these and other posted terms, Subscriber may access the Site to review content, access the Services, or download content from the Site.  

When registering as a Subscriber, you agree to provide accurate, current and complete information for registration and to update such information to keep it accurate, current and complete. Clientown reserves the right to suspend or terminate your Account at any time or for any reason or no reason, including if any information provided for registration is determined to be inaccurate, not current or incomplete.  Clientown shall be under no obligation to refund any payment if, in its sole discretion, Clientown terminates your Account due to your violation of the Agreement.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You shall never use an Account that is registered to another Subscriber (described below) without express permission from such other Subscriber. You will immediately notify Clientown of any unauthorized use of your Account or if you suspect that the security of your password or your Account has been compromised.

4. Subscriber Content, License and Warranties

4.1 Subscriber Content.  As a Subscriber, you may post, submit, provide, transmit, publish, display, or share content with or through Clientown.  “Consumer Content” will include details relevant to Consumers’ efforts to obtain a mortgage, buy a home and/or sell a home including all information contained within closing documentation associated with the sale and/or purchase of a home, information that identifies (by example and not by limitation) a possible down payment amount, preferred financing structure, price range, property description, desired neighborhood, preferred listing price, employment, licensing information, etc.  Content provided by Lenders, Real Estate Subscribers, and Suppliers will be known as “Lender Content”, “Real Estate Content”, and “Supplier Content”, respectively (collectively, Consumer Content, Lender Content, Real Estate Content, and Supplier Content will be referred to as “Subscriber Content”). Such content may arise in the form of any media (e.g., text, documents, images, audio content, video content, etc.), advertising content, or communications with other Subscribers or Users including blog posts, email, messages, etc.

4.2 License Grant to Subscriber Content.  Subscriber grants Clientown a non-exclusive, non-transferable, worldwide, royalty-free license to host, copy, process, transmit, and otherwise use Subscriber Data (a) to provide the Services; (b) to improve and develop the Services; (c) to enforce our rights under these Terms; (d) as permitted with your consent; (e) for Clientown promotional purposes; and (f) as otherwise as set forth in these Terms and Clientown’s Privacy Policy at www.clientown.com/privacy-policy. For clarity, the foregoing license includes any logos, trademarks, trade names and other similar identifying material that you provide through the Services.

‍You agree that both before and after the term of these Terms, Clientown may collect, analyze, use, and retain data derived from Subscriber Data you submit or make available to the Services that does not directly or indirectly identify you, your consumer, or any natural person, for the purpose of operating, analyzing, improving or marketing the Services, developing new products or services, or other purposes. Clientown may, in its reasonable discretion, refuse to distribute Subscriber Data where the content of the Subscriber Data, or the delivery of such Subscriber Data to the recipient, in Clientown’ reasonable opinion, violates these Terms. Notwithstanding the foregoing, Clientown has no obligation to review Subscriber Data.

4.3 Suggestions and Advice.  If you provide any feedback regarding Clientown, our platform, technology, or the Services, you agree that such feedback is provided gratuitously to us, for our consideration and your benefit should such feedback be implemented, and Clientown will be free to utilize such suggestions to improve the Services, to enhance our offerings, and/or to develop new products and services. Any advice, guidance, templates, or suggestions provided by Clientown is solely for convenience, and you remain solely responsible for your own compliance. In the event that Clientown assists or advises Subscriber with any Services setup, configuration or support, in no event shall such assistance or advice be construed as legal or compliance advice. You are responsible for getting your own independent legal review of marketing activities and content in connection with Clientown and your use of the Services.

4.4 Subscriber Compliance and Warranty.  By contributing Subscriber Content to Clientown, you represent and warrant that (i) you are the author, owner, or are otherwise authorized to use and/or contribute the Subscriber Content, (ii) the Subscriber Content is true and accurate, (iii) the Subscriber Content is not confidential, (iv) does not violate any laws or rights, including privacy rights, or infringe or misappropriate the intellectual property rights of any third party, and (v) comply with our Acceptable Messaging Policy at www.clientown.com/acceptable-messaging-policy.

Ultimately, you are responsible for your own activities and communications on Clientown, and you are responsible for the consequences of such activities and communications. It is therefore your sole responsibility to ensure that your business purpose or related activities comply with all laws and regulations as they may apply to your activities.

4.5 Prohibited Activities.  You shall not, and by using or accessing Clientown or using the Services, you agree not to do any of the following:

• Post any substantially incomplete, false or inaccurate information or Subscriber Content that is in any other manner untrue or incorrect.
• Post any information or Subscriber Content that is subject to copyright protection, unless you are the copyright owner or have the owner’s permission to post such information or Content.
• Post information or Subscriber Content that reveals trade secrets or proprietary or confidential information, unless you are the owner or have the owner’s permission to post such information or Content.
• Post any information that infringes any intellectual property rights of others or the privacy or publicity rights of others.
• Post information or Subscriber Content that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another Subscriber, or User, or any other person or entity.
• Post information or Subscriber Content that includes or uses terms or phrases that are false or misleading, profane, intended to disguise profanity or vulgarity, or are patently offensive or obscene.
• Post any type of inappropriate and/or sexually explicit language or content.
• Post any information that:

• is inappropriate for a minor child less than eighteen years of age,

• seeks to establish an inappropriate meeting or communication with such minor child, or

• advertises an event or activity not associated with Clientown, Subscriber Content, the Site, or the Services that is directed to such minor child.
• Post solicitations, advertising, chain letters or any other information that is in any way associated with an unlawful scheme or to impersonate another person or entity.
• Post content that contains viruses, Trojan horses, worms, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

5. Payments, Renewals, Cancellations and Refunds

‍5.1 Payments.  Payment for the Services will be in accordance with the terms that you have agreed to during your subscription sign up for the respective “Subscription Plan”. You agree to pay all fees as set forth in your account or on the Subscription Plan for the applicable Services, via payment card or other digital payment method at the time of signup, in which case your payment method will be billed immediately. If the fees are recurring over designated time periods stated in the Subscription Plan, then payment is due at or prior to the start of each subscription period, and to the extent you pay automatically by payment card or other digital payment method, the payment method on file will be charged at the start of each pay period.  All payments hereunder shall be made in US dollars to the account designated by Clientown. If you fail to make any payment when due then, Clientown may terminate your access to the Services (including access by your users) without liability or notice to you. Please note that prices and charges are subject to change with notice.

‍5.2 Subscription Auto-Renewal; Refund.  Where Clientown makes the Services available on a subscription plan, your payment card or other digital payment method will be billed at signup. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) YOUR SUBSCRIPTION PLAN WILL AUTO-RENEW FOR ANOTHER TERM OF THE SAME LENGTH AS THE INITIAL TERM AT THE APPLICABLE TIER LEVEL, (B) CLIENTOWN (OR OUR THIRD PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU FOR YOUR SELECTED SUBSCRIPTION, IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES, FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (C) YOUR SUBSCRIPTION PLAN IS CONTINUOUS UNTIL YOU CANCEL IT, UNTIL THE END OF YOUR AGREED-UPON SUBSCRIPTION PERIOD, OR CLIENTOWN SUSPENDS OR STOPS PROVIDING ACCESS TO THE SERVICES OR SUBSCRIPTION IN ACCORDANCE WITH THESE TERMS. YOU MAY CANCEL YOUR SUBSCRIPTION ELECTRONICALLY WITHIN YOUR ACCOUNT INTERFACE IN THE SERVICES, SUBJECT TO ANY CANCELLATION TERMS ASSOCIATED WITH SUCH SUBSCRIPTION PLAN. IF YOU CANCEL BEFORE THE EXPIRATION DATE OF YOUR CURRENT SUBSCRIPTION, YOU WILL NOT BE ENTITLED TO A REFUND OF ANY AMOUNTS THAT YOU HAVE ALREADY PAID, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

5.3 Subscription Plans: Monthly and Annual Plans.  Features, details, and other aspects of each plan / your corresponding Subscription Plan are outlined on our website. We offer both monthly plans and annual plans. Fees for Monthly plans tend to be slightly higher as there is no commitment by you and may be cancelled anytime, as noted above. Annual plans require a 12-month commitment and payment may NOT be cancelled during the 12-month window. In recognition of your commitment to an annual plan and payment in advance, Clientown offers a notable discount to you. Based on this exchange of value and to avoid administrative burden for both ourselves and you, we do not provide refunds for Annual plans which are terminated (by you or by us) at any point during the contract-term window.

5.4 Limited Cancellation Period for Annual Plans.  To provide our subscribers with an opportunity to reflect on their buying decision, we offer a five (5) calendar day cancellation window (the “Cancellation Period”) after your purchase of any Annual subscription Plan. After expiration of this Cancellation Period, Annual plans and associated payments are final.

‍5.5 Taxes.  All fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use and excise taxes and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Clientown’ income.

5.6 Beta Features or Free Trial.  Clientown, in its sole discretion, may make certain Services or pre-release or beta features not yet generally available to you for evaluation purposes free of charge and/or upon additional terms and conditions. Such Beta Features or free trial is subject to these terms and conditions, and any other promotional terms and limitations communicated to you at the time you initiate the Beta usage or free trial, including any limitations of other features. Clientown may terminate Beta Features or free trial at any time at its sole discretion. CLIENTOWN MAKES NO REPRESENTATIONS OR WARRANTIES THAT BETA FEATURES WILL FUNCTION, AND ANY USE OF BETA FEATURES WILL BE AT YOUR OWN RISK.

5.7 Billing Disputes; WAIVER.  If you would like to dispute any invoice or charge received from Clientown, you must provide Clientown with written notice within fourteen (14) days of delivery of the relevant invoice or billing statement. Due to the nature of our services, if you fail to notify Clientown of a billing issue or dispute as required under this Section, you waive your right to such dispute. Any billing dispute is further governed by Section 16.

6. Limited License to Site Content

For the purposes set forth above, Clientown grants you a limited personal, non-exclusive, non-assignable, non-transferable, and revocable license to access, use and display Site Content (defined below) associated with the Services.  You must retain intact all copyright, trademark, proprietary and other notices when accessing, using, or displaying the Site Content. Unauthorized or illegal use, copying, printing, duplication, distribution, transmission, creation of derivative works, reuse, reproduction, publishing, licensing, sublicensing, transferring, selling, renting or translating, in whole or in part, of any Clientown webpage, Site Content, Services, Clientown software or Clientown user interface content including without limitation text, graphics, sounds, videos, images, logos, button icons, and/or any compilation thereof (collectively, the “Site Content”) in any manner without the express prior written permission of Clientown is expressly forbidden, and you so agree.  You acknowledge that you may not sublicense, transfer, sell, rent or assign this license, the Site Content or the Services.  Any attempt to sublicense, transfer, sell, rent or assign this license, the Site Content, or the Services shall be null and void and may also constitute violation of state and/or federal laws.

7. Content and Services Disclaimer

ALL SITE CONTENT INCLUDING THE SERVICES AND ALL CORRESPONDING FEATURES AND FUNCTIONALITY ARE PROVIDED “AS-IS.”  Your access and use of the Services and all Site Content is solely at your risk.  The Services and Site Content may include inaccuracies, errors or information that may be incorrect or out of date.  Clientown makes no representation about, or warranty of the accuracy, reliability, completeness or timeliness of the Site Content, the Services, any use of or access to Clientown or the Site Content, or any hosted applications, programs, or other things provided or made available through Clientown.  Clientown is not responsible for, and you agree to indemnify and hold Clientown harmless from claims or liability that may arise from any information contained in any message, communication, or transmission by or between you and other Subscribers or Users.

8. Trademarks, Copyrights

The Site Content, including but not limited to the letters and service marks, the Clientown logo and/or name, other Clientown logos and service marks, or any taglines, titles, trade dress, and registered and unregistered services marks or trademarks (collectively, hereinafter referred to as “Trademarks”), are protected under United States copyright, trademark and/or other laws, and are the property of Clientown, and/or it’s licensors.  Any unauthorized use of the Site Content may violate applicable copyright, trademark, intellectual property, and other laws (some of which provide criminal remedies).  You may not sell or modify the Site Content or reproduce, display, distribute, or otherwise use the Site Content in any way for any public or commercial purpose, including but not limited to the adaptation or derivative versions of the Clientown software, HTML code, or any other code that Clientown creates.  You shall not display, disparage, dilute, or taint our Trademarks or use any confusingly similar marks or names, or use our Trademarks in such a way that would misrepresent or cause confusion as to who the proper owner of such Trademarks is.

9. Additional Restrictions

9.1 No Illegal Use.  You shall not use the Services to create, transmit, distribute, store or destroy any Site Content or Subscriber Content (a) in violation of any applicable law or regulation, (b) in a manner that infringes copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.

9.2 Information Security.  You are prohibited from violating or attempting to violate the security of the Site, the Services, or any equipment, software, or devices on which the Site or the Services are hosted, displayed, provisioned or otherwise depend including without limitation, (a) gaining or attempting to gain access to any account, data, Service, Site Content, Subscriber Content or information for which you are not authorized, (b) attempting to penetrate a system, network, or application by probing, “phishing,” scanning or testing the vulnerability of the system or network or to breach security or authentication measures without proper authorization, (c) engaging or attempting to engage in a denial-of-service attack or any other type of electronic attack for the purposes of causing the Services to become impaired or inoperable, or interfering with the availability of Services or Site Content through techniques including without limitation, uploading malicious software (e.g., a virus, worm, Trojan horse, etc.), “packet flooding,” “spoofing” or “spamming,” or (d) forging any packet content or any part of any Site Content, Subscriber Content or Service.  Violations of system or network security may result in civil or criminal liability. Any occurrences that may involve such violations are subject to investigation by Clientown, its agents, and/or law enforcement authorities in prosecuting any Subscriber or User involved in such violations.

9.3 Specific Prohibited Uses.  Clientown specifically prohibits and you agree not to use the Services, or any Site Content or Subscriber Content for any of the following:

• To take any action that imposes an unreasonable or disproportionately large load on Clientown, the equipment, or the network on which Clientown is hosted.
• To attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of Clientown.
• To frame any Services, Site Content, or information relating thereto without prior express written permission from Clientown.
• To collect information about other Subscribers or Users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications, or for any other purpose not explicitly authorized by us.
• To falsify, conceal, or modify information identifying yourself or another Subscriber, including Internet Protocol header information.
• To stalk, threaten, or harass any Subscriber, User, or other person, whether in a cyber environment or in the real world.
• To commit any wrongful or unlawful acts, criminal acts, acts of terrorism, or any other unlawful or illegal activity.
• To knowingly make any untruthful, defamatory, misleading, malicious or false statements relating to a Subscriber, User, Clientown, or its agents.

10. Release of Liability

10.1 Release from Dealings between Subscribers and/or Users.  Because authentication on the Internet is difficult, Clientown cannot and does not confirm that each Subscriber or User, is who (s)he claims to be or that their Subscriber Content or other posted information is truthful, complete, non-defamatory, or accurate.  You acknowledge and agree that your access to or use of Clientown and the Services, and any action you take concerning your Subscriber Content or other information is your voluntary action for which you are exclusively responsible at all times. There is always a certain risk when transmitting such information over the Internet or some other public or proprietary network, and you assume such risk by submitting Subscriber Content or information to Clientown and by making or authorizing transmission of such Subscriber Content or information to others.  It is your sole responsibility to take precautions that you deem suitable to confirm the identity of any Subscriber, User or person with whom you communicate or interact, and to assure that any information provided by such Subscriber, User, or person on which you intend to rely is reasonably accurate and complete. Clientown does not and cannot be involved in or control the dealings or meetings between Subscribers or Users that access Clientown. Accordingly, in the event that you have a dispute with another Subscriber or User, you agree to the fullest extent permitted by applicable law to forever RELEASE Clientown and its agents, employees, officers, directors, members and managers from all claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.  If you are a California resident, you waive, to the fullest extent permitted by applicable law, California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Clientown is under no legal obligation to, and generally does not control the information provided by other Subscribers or Users and which is made available through Clientown. By its very nature, information posted or communicated by other Subscribers or Users may be offensive, harmful, inaccurate, defamatory or incorrect, and in some cases may be mislabeled or deceptively labeled. You agree to use caution and common sense when using or accessing the Services.

10.2 Disclaimer of Responsibility for Offensive Subscriber Posts.  Clientown acts as a passive conduit for the online receipt, distribution and publication of Subscriber Content or other information submitted by and between or among Subscribers or Users. Clientown has no obligation to screen or monitor communications or information in advance and is not responsible for screening or monitoring Subscriber Content or information posted by Subscribers or Users.  If Clientown is notified or otherwise becomes aware of any communication, information or Subscriber Content that is posted by a Subscriber or User, which allegedly does not conform to these Terms of Use or are abusive, illegal, or disruptive, Clientown may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the communications, information, Site Content, or Subscriber Content (“Offensive Post”), suspend such Subscriber’s or User’s use of or access to the Site and/or the Services.  Clientown reserves the right to expel and/or deny access to Subscribers or Users to prevent their further access to the Site and/or the Services for violating the Agreement or any applicable laws.  Clientown further reserves the right to remove, erase or over-write Offensive Posts or any information or content in connection therewith. Clientown may take any action at any time with respect to Subscriber- or User-submitted information or Subscriber Content that it deems necessary or appropriate, in its sole discretion, if we believe it may create liability for Clientown, harm any other Subscriber or User or may cause Clientown to lose (in whole or in part) the services of its Internet Service Providers, Application Service Providers, or other suppliers. Clientown is not responsible for monitoring Subscriber Content but may elect to act upon such content as it becomes aware of any violations.

11. Limitation of Liability and Disclaimer of Warranties

You agree that use of or access to Clientown and the Services is entirely at your own risk.  Clientown and the Services are provided “AS-IS,” without warranty of any kind, either express or implied, including without limitation any warranty for information, the Services, uninterrupted or error free access or use of the Site and Services, or products provided through or in connection with Clientown or the Services, including without limitation our software or Services licensed to you and the results obtained through Clientown (unless such warranties are legally incapable of exclusion).

Specifically, WE DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE CLIENTOWN SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL: (A) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR CONTENT OF INFORMATION, PRODUCTS OR THE SERVICES; (B) WARRANTIES OF TITLE; (C) WARRANTIES OF NON-INFRINGEMENT; AND (D) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  This disclaimer of liability applies to any claims, damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay, inoperability or transmission, computer virus, malicious software, cyber-attack, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.  You specifically acknowledge that we are not liable for the defamatory, offensive or illegal conduct of other Subscribers or Users or third parties, and that the risk of injury from the foregoing rests entirely with you.

NEITHER WE NOR ANY OF OUR AGENTS, AFFILIATES, OTHER AFFILIATED PERSONS OR ENTITIES, CO-BRANDERS, PARTNERS OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT (IN EXCESS OF THE LIMITATION OF LIABILITY HEREINAFTER PROVIDED), INDIRECT OR INCIDENTAL DAMAGES, LOST PROFITS OR DATA, OR SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF CLIENTOWN OR THE SERVICES, THE DISCLOSURE OF SUBSCRIBER CONTENT, OR INABILITY TO GAIN ACCESS TO OR USE OF CLIENTOWN OR THE SERVICES WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLIENTOWN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Some states do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitation or exclusion may not apply to you. In no event shall Clientown’s total and aggregate liability to you for all damages, losses, or causes of action exceed the amount, if any, that you paid to Clientown over the three (3) months immediately preceding the date of the claim of liability, or fifty dollars, whichever is greater.

You hereby also acknowledge that the provisions of this section shall apply to all communications, information and Subscriber Content posted on Clientown.

The foregoing does not affect any warranties or liability which cannot be excluded or limited under applicable law.

12. Links to Other Websites

Clientown provides, or may from time to time provide, links to third party websites via which third party services or third party content can be accessed or downloaded.  Because we have no control over such third party websites, services or content, you acknowledge and agree that Clientown is not responsible for the availability, content, services, acts or omissions of such external websites or resources or their owners, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such websites or resources.  You further acknowledge and agree that Clientown shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, advertising, products, services or other materials available on or through any such website.

13. Termination

Your use of and access to the Clientown Site and/or the Services is at the discretion of Clientown and may be suspended or terminated at any time in the sole discretion of Clientown. These Terms will remain in full force and effect while you use the Services.  Clientown reserves the right at any time to modify or discontinue the Services or any part thereof with or without notice, including for any use of the Services in violation of these Terms, if our suppliers prohibit or restrict Clientown from providing the Services to you, including if a carrier determines that you have violated their content policies, or if your use of the Services poses a security or legal risk. You agree that Clientown shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. In the event of permanent discontinuance of the Services by Clientown without any fault, cause, or breach by you, Clientown’ liability shall be limited to the pre-paid subscription price, pro-rated to the amount of time remaining on the portion of the subscription which was suspended. If your account is terminated by Clientown under this Section, all relevant Subscription Plans then in effect will also be terminated.

‍In the event of any such suspension or termination, Clientown will not be responsible for any delays, lost opportunities or other damages or loss that you may incur as a result of such suspension or termination.  Upon any breach by you of this Agreement, Clientown reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to deletion of your Subscriber Content, including your communications within any Clientown application, and/or immediate termination of your Account.

Subject to any special terms of your subscription plan then in effect, you may terminate your Account at any time by following the prompts in your Subscriber settings withing the Clientown application portal.

NOTICES: For any concerns, irregularities, or disputes, please providing written notification to us at the email address listed at the end of these Terms. Notices MUST include: Your full name, phone number, email address on record as a Clientown Subscriber, the nature of your concern or dispute, and your desired corrective action, which shall not be unreasonable. Clientown will review all notices in the order that they are received, and we will contact you with a response.

Termination shall not affect your obligations to us in accordance with this Agreement or any additional terms which may be applicable to your subscription or plan.

Effect of Termination. Upon termination of your rights under these Terms, your account and right to access and use the Services terminate immediately, and you will immediately cease use of the Services and return or destroy all confidential information of Clientown in your possession or control.  In addition, all fees owed pursuant to Section 5 (Payments, Renewals, Cancellations and Refunds) will become immediately due and payable. You understand that any termination of your account may involve deletion of any content, information or materials associated with your account from our databases.  Clientown may, at its sole discretion, permit continued, limited access for users of the account for a limited time after the conclusion of the term. If an accountholder or any of its users wishes to save or maintain any data, it is the accountholder and its user’s sole obligation to download such data before the conclusion of the term. Once the term of an account ends, Clientown may delete data relating to an account in accordance with these Terms and the Privacy Policy.

14. Indemnity

By accepting or agreeing to the initial notification link provided to you and by using or continuing to use the Clientown Services, you agree, to the fullest extent permitted by applicable law, to forever hold harmless, defend and indemnify (i) Clientown, LLC, and its respective owners, members, directors, officers, successors, and assigns; (ii) Nat Wallen Real Estate, Inc., its respective officers, directors, successors, and assigns; and (iii) the preceding parties’ respective heirs, successors, and assigns (collectively, the “Indemnified Parties”) from any and all loss, cost, liability, and expense (including reasonable attorneys’ and experts’ fees) arising out of or relating to:

1. Your violation of any of the terms of this Agreement, or any information, software, files, messages or other Subscriber Content posted to Clientown by you;
2. Your uploading, posting, or otherwise using Clientown in any way whatsoever to make public any Subscriber Content or information that is defamatory, slanderous, libelous, false, dishonest, unfounded, untruthful, inaccurate with respect to another Subscriber, organization or any third party;
3. Your use of and access to the Site, the Services, or the Site Content;
4. Your violation of any third party right, including without limitation any copyright, property, or privacy right; or
5. Any claim that your Subscriber Content, communications, or postings causes damage to or infringes the intellectual property rights, consumer privacy rights, or other rights of a third party;
6. Any claim that any Site Content, Subscriber Content, communications, or posting by another Subscriber or User violates any of your rights, is untrue, is defamatory, is disparaging, is inaccurate, misrepresents you, misrepresents a product or service that you provide, or causes any loss, damage, lost opportunity, expense, harm, or injury to you, your agents, successors, or assigns.

The Indemnified Parties reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.  In that event, you shall have no further obligation to provide defense to the Indemnified Parties in that matter, but shall remain responsible to reimburse Clientown and each of the Indemnified Parties for its reasonable defense expenses.  This section shall survive the termination or cancellation of this Terms of Use or any termination or suspension of your use of or access to all or any aspect of the Services.

Indemnification Procedure. Any party making a claim for indemnification (“Indemnified Party”) to the other party (“Indemnifying Party”) under this Section shall promptly inform the Indemnifying Party of any suit (threatened or actual), proceeding, or indemnification claim (collectively “Claims”) filed against the Indemnified Party concerning the Clientown Services. The Indemnified Party must approve any selection of counsel by the Indemnifying Party. If the Indemnifying Party should fail to defend or settle a Claim filed against the Indemnified Party at any time after demand by the Indemnified Party, the Indemnified Party shall have the right to do so without prejudice to any claims that the Indemnified Party may have against the Indemnifying Party for indemnification pursuant to this agreement and otherwise as afforded to it under other legal theories. The Indemnifying Party may not enter into a settlement involving the Indemnified Party without the Indemnified Party’s written consent.

15. Additional Terms of Use

Certain Subscriber Content or the Services may be subject to additional or other Terms of Use or other requirements and such other Terms of Use or requirements shall be posted to an area that coincides with such content.  By using or accessing such content or services, or any part thereof, you agree to be bound by the additional Terms of Use applicable to such content.

16. General Provisions

16.1 Severability / Waiver.  If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be automatically reformed and construed so as to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable law while preserving its original intent.  The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement. Additionally, no waiver of any provision of this Agreement or any rights or obligations of either you or us hereunder shall be effective, except pursuant to a written instrument signed by you and us waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

Even if we act in a way that you believe to be inconsistent with this Agreement, those actions will not be deemed a waiver or constructive amendment of this Agreement.  Similarly, our failure to object to your breach of your obligations under this Agreement does not constitute a waiver of any of our rights.

16.2(a) Compliance with Laws.  Each Subscriber and User shall at all times comply, at its own cost and expense, in every material respect with all laws, ordinance, rules, regulations, and requirements of all federal, state, and local governmental authorities that are applicable to the activities or Services pursuant to this Agreement.

16.2(b) Your obligation not to transfer in violation of any law – and Transfer to the United States.  If you are located outside of the United States, you are notified and aware that the Subscriber Content or other information you provide to us is anticipated to be transferred to the United States. Whenever you submit any Subscriber Content or other information to us, you consent to this transfer and all related transfers, and you promise and agree not to make any transfer (including without limitation, transfers to us) except as permitted by applicable law.  We make no representation that the Subscriber Content, Site Content, the Services or any posted information are appropriate or available for use in locations outside the United States. Access to or use of Clientown from jurisdictions where the Services, the Subscriber Content, or the Site Content or other information or communications, are or may be illegal, is prohibited. If you are an international Subscriber or User (a) you are responsible for compliance with all local laws, (b) you represent and warrant that you are authorized to release to us the information contemplated in this Terms of Use, and (c) you forever release Clientown and the Indemnified Parties from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, whether known and/or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any violation of such local laws, and whether or not you may have made us aware of any such matters.

16.3 No Third Party Beneficiaries.  This Agreement shall inure to the benefit of and shall be binding upon you and us and our respective permitted successors and assigns.  Except as expressly provided herein, there are no third party beneficiaries to this Agreement.

16.4 Relationship of the Parties.  You and Clientown are acting as independent contractors with respect to the activities hereunder.  Nothing in this this Agreement shall be deemed to create any type of agency, joint venture, or partnership relationship between you or us.  Neither you nor Clientown shall have any right or authority to bind or obligate the other in any manner to any third party. We are simply a vendor to you at all times.

16.5 Entire Agreement.  This Agreement constitutes the entire understanding and agreement between you and Clientown with respect to the transactions contemplated herein and supersedes any and all prior or contemporaneous oral or written communications with respect to the subject matter hereof.  No changes to this Agreement shall be made except by a revised posting by Clientown.

16.6 Section Headings.  All Section, subsection, and paragraph headings are provided herein as a convenience only and do not affect the meaning or interpretation of this Agreement.  

16.7(a) Governing Law and Venue.  You agree to the fullest extent permitted by applicable law that any dispute between you and us will be governed by the laws of the United States of America and the State of South Carolina, without regard to conflict of laws principles, and that any legal action brought by one party against the other which is precluded from arbitration will be brought exclusively in the appropriate court within the State of South Carolina. If you are located outside of the United States of America, you agree that to the extent permitted by the applicable governing law, by entering into this Agreement, you voluntarily subject yourself to the jurisdiction of the State or federal courts of Charleston County, South Carolina, and you agree that you may be sued in those courts and subject to the judgments and orders of those courts.  

If you are a citizen of a country that does not permit Internet transactions to be governed by the laws of South Carolina and/or the applicable United States federal law as above referenced in accordance with this Agreement, please immediately cease use of Clientown and terminate your account by written notification to us of such termination.

16.8 Right to Terminate.  We reserve the right to terminate the Services, this Agreement, or your access to or use of Clientown at any time without notice for any reason, including, in the case of this Agreement, for your violation of any of its provisions.  The provisions of this Agreement, which by their nature extend beyond the termination of this Agreement, will survive termination of this Agreement or termination of your use or access to all or any portion of the Services.

16.9 Arbitration; Location of Arbitration. Any controversy or claim arising out of or related to the Services, the Subscriber Content, this Agreement or the breach thereof, shall be settled, except as may otherwise be provided herein, by binding arbitration in accordance with South Carolina Code Sections 15-48-10, et. seq. and the arbitration award may be entered as a final judgment in any court having jurisdiction thereon. Any dispute as to whether a controversy or claim is subject to arbitration shall be submitted as part of the arbitration proceeding. Legal costs, attorneys’ fees, and the fees of expert witnesses may be assessed against any person found to have acted in bad faith. All arbitration proceedings shall be conducted by a panel of three (3) arbitrators. The party requesting arbitration shall have the right to select one arbitrator and the person or persons on the other side of the controversy shall select a second arbitrator. The two arbitrators so chosen shall select the third. Each Party to any such arbitration proceedings shall bear its own costs and expenses but shall share equally in the fees and charges of the arbitrators. The arbitration shall be conducted in Charleston County, South Carolina.

IN ORDER TO AVOID EXTENSIVE LEGAL FEES AND LITIGATION, AND TO EXPEDITE RESOLUTION OF ANY DISPUTES, THE PARTIES IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND ELECT ARBITRATION AS THEIR PRIMARY MEANS OF DISPUTE RESOLUTION. DISPUTES SUBJECT TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY.

16.10 Class Action Waiver.  Any claim or controversy arising out of or related to the Services, the Subscriber Content, this Agreement or the breach thereof shall be considered unique as to its facts and may not be brought as a class action. You waive any right to proceed against Clientown by way of class action to the greatest extend permitted by law.

Contact

We hope that you enjoy Clientown! If you have any questions or comments about this Agreement or Clientown, please contact us via email at [email protected].