Terms”) are entered into by PadBlock Inc (“
PadBlock”) and the entity executing these Terms or that accepts these Terms electronically (“
Customer”). These Terms govern Customer’s participation in PadBlock’s listing services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, “
Please read these Terms carefully. They require the use of binding individual arbitration to resolve disputes rather than jury trials or class actions. If Customer wishes, Customer may opt out of the requirement to arbitrate disputes by sending an email to PadBlock with subject: Opt Out, within 30 days of the first acceptance date of any version of these Terms containing an arbitration provision.
1 Listing.Customer authorizes PadBlock and its affiliates to place Customer’s Listing materials, feed data, and technology (collectively, “
data”) on any content or property (each a “
Property”) provided by PadBlock or its affiliates on behalf of PadBlock or, as applicable, a third party (“
Partner”). Customer is solely responsible for all: (i) Proper/Up-to-date data related to property, (ii) Follow process to transact home sell transaction.
2 Cancellation.Unless a Policy, the Program user interface, or an agreement referencing these Terms (an “
IO”) provides otherwise, either party may cancel the listing at any time before the established time frame. NO Refund may be offered.
3 Warranty, Rights, and Obligations.PadBlock will list property and disseminate property/listing data on all available digital channels, with no promise to selling the property. PadBlock is a licensed real estate brokerage, we are however NOT THE CLIENT’S AGENT, we offer no fiduciary relationship.
4 Payment.Customer will pay all charges incurred in connection with a Service, using a payment method approved by PadBlock for that Customer (as modified from time to time), within a commercially reasonable time period specified by PadBlock (e.g., in the Program user interface or IO). Late payments bear interest at the rate of 15% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes and applicable regulatory operating or jurisdiction-specific fees or costs, as determined by PadBlock, and Customer will pay all such taxes, fees, or costs. Customer will also pay all reasonable expenses and legal fees PadBlock incurs in collecting late payments that are not disputed in good faith.
5 Disclaimers.TO THE FULLEST EXTENT PERMITTED BY LAW, PadBlock, ON BEHALF OF ITSELF AND ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR COMPLETED TRANSACTION, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND PadBlock AND PARTNER PROPERTIES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CUSTOMER USES THEM AT ITS OWN RISK. PadBlock, ITS AFFILIATES, AND ITS PARTNERS DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. PadBlock MAKES NO PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.
6 Limitation of Liability.CUSTOMER’S BREACHES OF AGREEMENT PadBlock, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, PadBlock, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO PadBlock BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
7 Indemnification.Customer will defend and indemnify PadBlock, its Partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Services, Use or any breach of these Terms by Customer. Partners are intended third-party beneficiaries of this section.
8 Changes to Terms.PadBlock may make non-material changes to these Terms at any time without notice, but PadBlock will provide advance notice of any material changes to these Terms. The Terms will be posted at PadBlock.com/ads/terms. Other than changes made under Section 13(G), the changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case, subject to PadBlock’s terms and conditions then in effect for the Programs (available at PadBlock.com). PadBlock may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in PadBlock’s sole discretion.
9 Dispute Resolution Agreement.
A. Arbitration of disputes.PadBlock, Customer, agree to arbitrate all disputes and claims between PadBlock and Customer or between PadBlock and Advertiser that arise out of or relate in any way to the Programs or these Terms.
PadBlock, Customer agree that, by entering into this arbitration agreement, all parties are waiving their respective rights to a trial by jury or to participate in a class or representative action. The Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution Agreement. With respect to all disputes or claims that arise out of or relate in any way to the Programs or these Terms, this Dispute Resolution Agreement supersedes any contrary terms regarding dispute resolution in any other agreement between the parties.
B. Notice of disputes.If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing (“
Notice of Dispute”). This Notice of Dispute to PadBlock must be sent to the following address (“
PadBlock’s Notice Address”):
Legal Department - PadBlock
4147 SW 75th Ave
Miami, Fl, 33155
C. Arbitration procedures.The arbitration will be governed by the AAA’s Commercial Arbitration Rules ("
AAA Rules"), as modified by these Terms, and will be administered by the AAA. Unless the parties agree otherwise, the Expedited Procedures of the AAA Rules will apply to any claim of $75,000 or less. The AAA Rules are available online at adr.org. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Unless the parties agree otherwise, any arbitration hearings will take place in Miami, Florida, If the value of Customer’s or Advertiser’s claim is $25,000 or less, Customer or Advertiser may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of Customer’s or Advertiser’s claim exceeds $25,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision is based. All issues are for the arbitrator to decide, except that only a court of competent jurisdiction may decide issues relating to the scope and enforceability of this arbitration provision, the arbitrarily of disputes, or the interpretation of this agreement. Arbitration rulings will not have preclusive effect in any proceedings involving different Customers or Advertisers in any forum. The arbitrator can award the same individualized damages and relief that a court can award. Judgment on the award may be entered by any court having jurisdiction.
D. Costs of arbitration.The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at adr.org or by calling the AAA at 1-800-778-7879). Client will be responsible for all cost related to this proceeding.
E. 30-day opt out period.An opt-out notice does not revoke or otherwise affect any previous arbitration agreement between Customer and PadBlock or between Advertiser and PadBlock.
10 Miscellaneous.(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY FLORIDA LAW.