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Terms of Use for Auctm

SquadRun Inc. (“SquadRun”, “we” or “us”) owns and operates the product known as Auctm  which provides services for real estate professionals accessible through its website at www.auctm.com (the “Website”) and related mobile applications (collectively referred to as the “Auctm Services” or “Services”).

These Services were developed and intended for use by real estate professionals. All users of our Services are subject to the terms of this document (the “Terms of Use” or “Agreement”). Your use of the Services or your registration with us constitutes your agreement to these Terms of Use. We may change these Terms of Use from time to time; where we make substantive changes, you will be notified of the changes either by email or the next time you access the Services. Your continued use of the Services will indicate that you accept the current Terms of Use. You are responsible for reviewing these Terms of Use on a regular basis. These Terms of Use apply to all visitors and all who access our Services. Except as otherwise indicated, all persons using the Services are individually and collectively referred to as “you” or “user”.

We respect the privacy and security of our users.  You understand that by using our Services, you give consent to the collection, use, and disclosure of Personal Information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy. Any capitalized terms used in these Terms of Use that have not been defined here shall have the meaning attributed to them in the Privacy Policy.

  1. Registration
  2. In connection with your use of any aspect of the Services, you agree and represent as follows:

    • You are of legal age as required by applicable law and are otherwise capable of forming a legally binding contract;
    • You have acquired and will maintain appropriate insurance coverage and have complied with all real estate licensing and regulatory requirements applicable to real estate agents and brokers in the areas for which you have requested the Services;
    • You expressly agree to be contacted via email, SMS, text messaging, and push notifications by us, and third parties acting on our behalf, if required, regarding our Services;
    • You agree that you will not use the Services in a manner that is inconsistent with the rights and restrictions as set forth in these Terms of Use.
    • You are responsible for maintaining the security of your account and any passwords entered into the Services or provided to us. We do not accept any responsibility or liability for any loss or damage from your failure to comply with these security obligations.
  3. Payments
    1. Payment Processing. If you are the contracting customer in the applicable order form:
      • You agree to provide us with a valid and updated credit card information and you authorize us to charge that credit card for all fees related to the purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s).
      • We will issue the charges against your credit card on the first day of the applicable billing period.
      • You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
    2. Late Fees. If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
    3. Terms for payments will be governed by the registration or applicable order form used to contract for the Services.
    4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such applicable taxes, levies, or duties, excluding only applicable income tax.
  4. User Content
  5. We respect the rights of third-party creators and content owners and expect that you will do the same. Given the nature of the Services and the volume of information submitted, we cannot and do not monitor the Materials (defined below) posted or transmitted by you or any other person through your Auctm Account .

    You expressly agree that we: (a) will not be liable for Materials, and (b) reserve the right to review, reject, delete, remove, modify, or edit any Materials at any time for any reason, without liability and without notice to you.
  6. Acceptable Use and Your Responsibilities
    1. The following is a list of the types of activities that are prohibited on or through the Services:
      • submitting Materials that are patently offensive, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
      • engaging in activities or submitting Materials that could be harmful to minors;
      • engaging in activity or submitting Materials that harasses or advocates harassment of another person;
      • engaging in activity that involves the transmission of junk mail or unsolicited mass mailing or spam to leads without their consent;
      • engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
      • submitting Materials that displays pornographic or sexually explicit material of any kind;
      • submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
      • submitting Materials that contain viruses, trojan horses, worms, or any other similar forms of malware;
      • engaging in unauthorized commercial activities and/or sales without our prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes;
      • using any robot, spider, other automatic device, or manual process to monitor, copy, scrape web pages or the content contained in the Services or for any other unauthorized purpose without our prior written consent;
      • using any device, software, or routine to interfere or attempt to interfere with the proper working of the Services;
      • decompiling, reverse engineering, or disassembling the software or attempting to do so; or
      • taking any action that imposes an unreasonable or disproportionately large load on the Services or our hardware and software infrastructure or that of any of our licensors or suppliers.
    2. In addition, you covenant and represent that you will not use the Services for any other purpose in violation of the law.
    3. You agree to:
      • use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use,
      • use the Services only in accordance with this Agreement, any applicable Order Forms and applicable laws and government regulations, and
      • comply with terms of service of any third-party applications which you use and provide access to us in order to provide the Services.
    4. Any use of the Services in breach of the foregoing by you that we, in our discretion, determine threatens the security, integrity or availability of the Services, may result in our immediate suspension of your use of the Services, however we will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy such violation or threat prior to any such suspension.
  7. Sharing Information and Ownership of the Services
    1. Auctm enables users to share various content on the Services as they determine. When you use the Services, information you post or share with others, such as your emails, Personal Information (as defined in the Privacy Policy), notes, comments, messages, photos, or other information, may become available to other users. All sharing of information is done at your own risk.
    2. Unless otherwise agreed in writing signed by you and SquadRun, by submitting content, including your profile information, adding photos, video, data or other materials directly through the Services or suggesting any ideas or feedback (collectively, “Materials”), you hereby grant to us a royalty-free, perpetual, irrevocable, fully transferable, sub-licenseable, nonexclusive right and license to use, access, store, copy, modify, create derivative works from, and otherwise use and exploit all such Materials in any form, media, software or technology of any kind now existing or developed in the future. You also agree to indemnify, defend and hold harmless us from and against any claims or costs, including attorneys’ fees, arising from the use or transfer of these Materials.
    3. The Services, all content and other subject matter included on or within the Services other than Materials (“SquadRun Content”) is the exclusive property of SquadRun. We reserve all of its rights with respect to the SquadRun Content, and you may not display on any website or otherwise publish or make any commercial use of the SquadRun Content other than for your own use of the Services.
    4. The Services may offer forums, blogs, comments areas, bulletin boards and chat rooms (collectively, “Groups”) that are intended to provide users an interesting and stimulating forum in which they can express their opinions and share their ideas. We do not endorse the accuracy or reliability of any advice, opinion, statement or information posted on these Groups. Please use your best judgment, and be respectful of other individuals using these Groups. Do not use vulgar, abusive or hateful language.
    5. Uploading copyrighted or other proprietary material of any kind on the Service without the express permission of the owner of that material is prohibited and may result in civil and/or criminal liability. Any information you disclose when posting a message in these Groups may become public. You should not include any information in your posting that you do not want other parties to see or use and you hereby agree that you will not hold us responsible for any third party’s use of information contained in such posting. To maintain a positive, creative environment in which users may share and display Materials, we ask that you only use the Services in a manner that is consistent with the terms of this Agreement. You agree not to use user names or Group titles that are offensive, obscene, or harassing to others. We reserve the right to require you to change your username or the title of your Group at any time and for any reason in our sole discretion.‍
  8. Use of Third-Party Services
    1. As a part of our Services, we may offer links to web sites operated by various third parties and are not responsible or liable for any acts or omissions created or performed by these third parties. We provide such links for your convenience and reference only. We do not operate or control in any way any information, software, products or services available on such websites. Our inclusion of a link to a website does not imply any endorsement of the services or the site, its contents, or its sponsoring organization.
    2. The Services may contain or may be enjoined by third-party components including open source code, which are subject to their own terms and conditions. If you use the Services in conjunction with third-party data, products, services, platforms, etc., then you must comply with the terms and conditions required by such third-party providers, and you will be carrying the entire risk to such use.
  9. License
    1. We make available Auctm to access the Services via the Website and a mobile application. SquadRun does not warrant that Auctm will be compatible with your mobile device.
    2. SquadRun grants to you a non-exclusive, non-transferable, revocable license to access the Services.
    3. You may not:
      • modify, disassemble, decompile or reverse engineer the Services, except to the extent that such restriction is expressly prohibited by applicable law;
      • rent, lease, loan, resell, sublicense, distribute or otherwise transfer your rights under this Agreement to any third party or use the Services to provide time-sharing or similar services for any third party;
      • make any copies of any component of the Services;
      • remove, circumvent, disable, damage or otherwise interfere with security-related features or features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services;
      • delete the copyright and other proprietary rights notices in the Services; or
      • use the Services in violation of applicable law.
    4. You acknowledge that SquadRun may from time to time upgrade the Services, and may automatically electronically upgrade the version of Auctm that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms of Use will apply to all such upgrades. You agree to comply with applicable law related to use of Auctm and the Services. Standard carrier data charges may apply to your use of Auctm.
    5. SquadRun owns and has all right, title, and interest in any feedback provided by you, and you hereby grants to Squadrun a non-exclusive, non-transferable, worldwide, royalty-free, fully paid-up, perpetual, and irrevocable right and license to use such feedback in any form.
  10. Confidentiality
    1. Use and Disclosure. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining SquadRun’s express prior written consent on a case-by-case basis. “Confidential Information” means information (a) disclosed to you by us in the process of providing the Services, and (b) that is proprietary in nature, to which you are provided access by Squadrun, that SquadRun considers to be confidential or proprietary or SquadRun has a duty to treat as confidential.
    2. Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
    3. Exceptions. Subject to your obligations in this section, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by SquadRun, or is required by applicable law or court order, provided that you immediately notify SquadRun in writing of such required disclosure and cooperate with SquadRun, at SquadRun’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
    4. Removal; Return. Upon SquadRun’s request and upon any termination of this Agreement, you will promptly (a) return to SquadRun (if the Confidential Information is in a form capable of being returned) or, if so directed by SquadRun, destroy all tangible embodiments of the Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to SquadRun in writing that you have fully complied with the foregoing obligations.
  11. Liability
  12. Notwithstanding anything contained to the contrary, in the event SquadRun has reasonable grounds to believe that you are in violation of your obligations under the terms of this Agreement, we reserve the right to terminate your Auctm Account. Further, in the event any third party holds SquadRun liable for any breach of their confidential information, and such breach can be traced back to you, or any loss caused to SquadRun by breach by you of any conditions under this Agreement then SquadRun reserves its right (i) to recover from you, any and all such losses, damages, costs, and other expenses (including attorneys’ fees) suffered or incurred in relation to such breach by you; and (ii) to avail of any and every available remedy for such breach, attributable to you, under applicable law.
  13. Representations and Warranties and Indemnity
    1. You hereby represent and warrant that:
      • you have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers);
      • you have all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Agreement;
      • the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights,
      • your use of the Services shall not violate any agreements between you and any third party.
    2. You agree to indemnify, defend and hold harmless us, and our officers, directors, employees, agents, and contractors and suppliers from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to: (a) the Materials you provide, (b) your use of the Services, or (c) your breach of these Terms of Use.
  14. Disclaimers and Limitations
    1. We intend that the information contained in our Services be accurate and reliable; however, errors and data loss may sometimes occur. From time to time, we may issue an update to the Services, which may add, modify, and/or remove features from the Services. These updates may be launched automatically with little or no notice, although we may make reasonable efforts to notify you in advance of an upcoming update
    2. THE SERVICE AND THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES ASSOCIATED WITH IT ARE PROVIDED “AS IS.” WE AND/OR OUR SUPPLIERS, LICENSORS, PARTNERS AND AFFILIATES DISCLAIM ANY WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO THE SERVICE AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES PROVIDED HEREIN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
    3. USE OF OUR SERVICES IS AT YOUR OWN RISK. WE AND/OR OUR SUPPLIERS, ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES, LOSS OF DATA, BREACH OF THE SERVICE OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH US, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE AND/OR OUR SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. NO ACTION ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, MAY BE BROUGHT BY YOU MORE THAN 1 (ONE) YEAR AFTER THE ACTION ACCRUED.
    4. IN NO EVENT WILL OUR LIABILITY FOR ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT OR TORT OR BREACH OF WARRANTIES OR STRICT LIABILITY OR FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE EXCEED THE AMOUNT OF TOTAL FEES ACTUALLY PAID BY YOU FOR THE SERVICES UNDER THIS AGREEMENT IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM OR EQUIVALENT AMOUNT, AS CALCULATED ON AN AMORTIZED BASIS.
  15. Term and Termination
    1. Term. This Agreement shall be valid from the date you register as a user of the Services until the date this Agreement is terminated in accordance with its terms or based on the expiration of the term as set forth in the applicable order form.
    2. Termination by SquadRun. SquadRun may, at any time and at its sole discretion, terminate this Agreement, in whole or in part. Upon the termination of this Agreement by SquadRun, Squadrun shall refund pro-rata any fees paid in advance, except for those explicitly designated as non-refundable in the applicable order form. However, if SquadRun terminates this Agreement on account of your violation of the terms of section 4 above, it shall not be liable to refund any part of any advance fees paid.
    3. Termination by You. You may terminate this Agreement at any time by contacting us at legal@auctm.com; however you must provide notice of your intention to cancel your subscription at least 30 (thirty) days prior to the end of the current subscription term to avoid being charged for the next billing cycle. Upon your termination of this Agreement, we will delete your account and you may receive a pro-rata refund of fees that a) were not designated as non-refundable, or b) were paid in advance beyond the end of the current subscription term.
    4. Termination of this Agreement will not affect either party’s liability for any breach of this Agreement the party may have committed before the expiration or termination.
  16. General Provisions
    1. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of Delaware. The parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California and the federal courts in the Northern District of California to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).
    2. Dispute Resolution. If any dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or a party’s performance of its obligations, the Parties shall attempt in the first instance to resolve the same through mutual good faith consultation. If the dispute is not resolved in this manner within 45 (forty-five) days of a Party’s notice of a Dispute, then the parties agree to resort to binding arbitration in accordance with the applicable law, to resolve all disputes concerning this Agreement. The disputes shall be resolved by a sole arbitrator to be appointed by the parties to the dispute mutually.
    3. Conflicts. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (highest precedence first): any addenda or written modifications to the Agreement signed by both parties; the Order Form; and these Terms of Use.
    4. Severability. If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.
    5. No Assignment. This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by you, under any circumstances. SquadRun may assign this Agreement or any of its rights under this Agreement to any third party without your consent.
    6. Notices. SquadRun may give any notice required by this Agreement by means of a general notice or pop-up notification on Auctm . Such notice shall be deemed to have been given immediately upon being dispatched by SquadRun. You may give notice to SquadRun, by way of email or registered post, to the following address: legal@auctm.com.
    7. Remedies and Rights. All remedies, either under this Agreement, or by law or otherwise afforded to each party in this Agreement shall be cumulative and not alternative. Unless expressly provided to the contrary in this Agreement, the rights of a party expressed under this Agreement for damages or otherwise for breach by the other party are without limitation to any other rights or remedies of the first mentioned party including rights to injunction, specific relief, restitution or other equitable relief, none of which rights or remedies shall be affected or diminished thereby.
    8. Waiver. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach of default of any party under this Agreement, shall impair any such right, power or remedy of any party nor shall it be construed to be a waiver of any such breach or default. Any waiver, permit, consent or approval of any kind or character on the part of either party, of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.
    9. Good Faith. You shall, in good faith, do all acts necessary to give effect to the provisions of this Agreement. You also agree to, in good faith, do all acts necessary as are within their powers to carry out your obligations under this Agreement and give effect to the provisions of this Agreement.
    10. Modifications to Auctm. SquadRun reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that SquadRun shall not, under any circumstances, be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
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