Terms of uses
Confidentiality
Customer understands that by accessing asset information provided by Simply (the “Purpose”), Customer may view or receive non-public information, which is confidential or proprietary in nature. “Confidential Information” means any information or materials disclosed to Customer by Simply that: (i) is marked or otherwise identified as “confidential” or “proprietary”; or (ii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be “confidential” or “proprietary” or “personally identifiable information,” including any information relating to Assets or other customers that could potentially be used to identify a particular person or company. Customer agrees: (a) to maintain all Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third parties; and (c) not to use any Confidential Information except for the Purpose. Customer may disclose Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein. All Confidential Information remains the sole and exclusive property of Pivot. Customer acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Customer, by license or otherwise, in or to any Confidential Information of Simply, or any patent, copyright or other intellectual property or proprietary rights of Pivot, except as specified here. Customer acknowledges that the unauthorized use or disclosure of any Confidential Information would cause Simply to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Customer agrees that Pivot will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to any other rights or remedies that it may have at law or otherwise.
Use of Certain Service Providers
To ensure a timely and efficient closing, seller and Customer may use certain Simply preferred vendors, service or product providers, whether referred by Simply or selected by Customer, seller, or other person, including but not limited to those offering escrow, title, property insurance, home inspection, lending or loan brokering, bridge or rental mortgage loan and resale brokerage (“Service Providers”). In the event that Customer obtains the right to purchase an Asset through Simply, the Asset’s purchase and sale agreement (“PSA”) will identify these Service Providers.
Simply does not guarantee the performance of any Service Providers. Customer and seller are not required to use any Service Providers referred by, or affiliated with, Simply as a condition of the sale of the Asset, and may select any providers of their own choosing. The fees charged by these Service Providers will be disclosed on or before the close of escrow. Customer hereby assumes the obligation to investigate the fees charged by any Service Provider identified in the PSA before agreeing to the PSA. If and when applicable, Customer and/or seller may authorize Simply to advance fees to Service Providers on behalf or for the benefit of Customer and/or seller, and Customer and/or seller may reimburse Simply for the same at the close of the transaction.
Agency
Customer agrees and acknowledges that Simply Properties Lp. is acting on its own behalf, and is not acting as Customer’s agent or broker in connection with the sale or purchase of an Asset, or in the lending, brokering or arranging of any mortgage loan to Customer to facilitate the acquisition of an Asset. Notwithstanding the above, Simply Properties Lp. Have licensed real estate brokers and agents that may establish single agency, dual agency, transaction broker, and/or other relationships as permitted by applicable law. For further details on Customer’s relationship or potential relationships with Pivot and its affiliated companies, including duties and potential conflicts of interest, Customer acknowledges Customer has reviewed, understands and agrees to Simply Disclosures Customer agrees and acknowledges Customer has been advised to seek and, to the extent Customer has desired to so seek, has sought and received Customer’s own legal and professional advice before agreeing to these Terms.
Telephone Consent Contract and Recording Policy
By providing Simply with a telephone number for a mobile device, including a number that Customer later converts to a mobile device number, Customer is expressly consenting to receiving communications – including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls or text messages made by an automatic telephone dialing system, and any other method of communication permitted by law – from Simply and its affiliates and agents at that number, about any product or services offered by Simply. This express consent applies to each such telephone number that Customer provides to Simply now or in the future. Calls and messages may incur access fees from Customer’s mobile services provider. Customer’s express consent applies to communications from Simply to a landline as well as a mobile, wireless, or similar device, even if Customer is charged fees by Customer’s service provider for the communications. Customer understands that Customer need not provide this consent as a condition of obtaining goods or services from Simply, and that Customer may decline to provide or revoke consent at any time Calling (833) 227-9063 or by any other method that reasonably ensures Simply receives Customer’s revocation.
By providing Simply with a telephone number, Customer agrees that Simply may record any telephone conversation with Customer (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by Customer, and whether or not Pivot disclosed the fact that the call was recorded during the call.
Taxes and Withholding
All payments required by these Terms are stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction (collectively, “Taxes”). Customer shall be responsible for and bear Taxes associated with its purchase. If Simply is required to remit Taxes associated with Customer’s purchase, Simply will add the amount of those Taxes, itemized where required by law, to the payment due. Taxes may be applied without notice. Taxes shall not be deducted from the payments to Simply, except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Simply receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer hereby confirms that Simply can rely on the name and address set forth in Customer’s account/registration as being the place of supply for Tax purposes. Customer’s obligations under this Section shall survive the termination or expiration of these Terms.
Non-Circumvention
Simply has a goal to connect investors with home sellers looking to sell real property assets (the “Assets”), which Assets Simply has spent considerable resources to locate and make available for purchase. In exchange for access to information regarding that real property which includes but is not limited to address, photos, 3D virtual tours, video walkthroughs, home inspections, etc. Customer agrees not to contact, directly or indirectly, the owner of any Asset (or any agent or representative thereof) for a period of one (1) year following the date when: (i) the Asset is listed for sale by Simply Properties Lp.; or (ii) Pivot otherwise informs the Customer of the Asset’s availability for purchase, whichever is later.
If a seller reports to Simply that Customer has contacted such seller directly or indirectly by any means, including, but not limited to phone, email, or in-person at the seller’s property, Customer’s access to information from Simply, may immediately be revoked; in addition to any other rights and remedies that Simply may pursue. Any such suspension shall also apply to any future business entity or other person that Customer has equity ownership or any other interest in (e.g., convertible debt).
In the event that Customer purchases an Asset outside of Simply within one (1) year following the date when: (i) the Asset is listed for sale by Simply Properties Lp.; or (ii) Simply otherwise informs Customer of the Asset’s availability for purchase, whichever is later, Customer agrees that Pivot is entitled to, and that Customer shall pay in accordance with the terms of these Terms, a commission in connection with the purchase equal to five percent (5%) of the purchase price of the Asset (the “Broker Commission”). The Broker Commission is due upon the sale of the Asset, and Customer agrees that Simply shall be entitled to make a demand to the escrow company and/or closing attorney (“Closing Agent”) and that Closing Agent is authorized and required to pay the Broker Commission to Simply at that time.
Customer hereby understands and agrees that if Simply discovers that Customer has violated this section of the Agreement, Customer’s access to asset information provided by Simply shall be immediately revoked with or without notice, and without the possibility of reinstatement. This ban applies to Customer, individually, as well as to any individuals and/or business entities with which Customer is affiliated. The determination as to affiliation shall be in Simply sole discretion.
Miscellaneous
To the extent there is a conflict between any Order, these Terms, the Terms of Service, Simply Privacy Policy or the Disclosures, such conflict shall be resolved in that order.
CUSTOMER AGREES THAT ANY PURCHASE MADE THROUGH PIVOT BE AT ITS SOLE RISK, AND THAT ALL CONTENT AND SERVICES ARE PROVIDED TO CUSTOMER “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, PIVOT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND CUSTOMER’s USE THEREOF. PIVOT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED TO THE CUSTOMER REGARDING THE ASSETS CONTENT OR THE CONTENT OF ANY INFORMATION LINKED THERETO.
IN NO EVENT SHALL SIMPLY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING) OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Updated August 21, 2024
