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SpriteRE Software as a Service Subscription Agreement (Broker/Agent)
Last updated: June 5, 2018
II. SAAS SERVICES
Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer’s Permitted Users, during the Term, a nonexclusive, nontransferable, nonassignable right to (a) access the System; (b) use the Software; (c) process the User Data; and (d) store up User Data in a User database on the Host Server, as follows:
IV. PROVIDER SERVICES AND ENHANCEMENTS
V. CUSTOMER'S RESPONSIBILITIES
Customer shall be exclusively responsible for supervision, management and control of its use of the Software, System and Documentation, including without limitation; (a) assuring proper machine configurations, audit controls and operating methods; (b) creating, modifying, entering or reentering User Data.
Referral(s) by SpriteRE to the Customer have been Prequalified, whereby each Referral has obtained lending financing and terms from lenders that predate the Referral to Customer. Upon receipt of Referral, Customer represents and warrants it shall not circumvent the underlying financing provided to the Referral or undermine, subvert or otherwise affect the relationship between the Referral and their respective lender unless the Referral’s lender issues a letter of declination and is unable to provide financing, or the lender, referred by Customer, can lower the Referral’s APR by more than .125 on the same loan product and loan terms. Any violation of this covenant shall be deemed an attempt to circumvent such other party, and the party so violating this covenant shall be liable for damages in favor of the circumvented party. Each party shall assume full and exclusive liability for the acts and omissions of itself, and any related parties, and shall indemnify and hold harmless the other party against any and all liability to third parties arising from or in connection with the negligence in the disclosure of Confidential Information used for any circumvention.
VII. OWNERSHIP OF CUSTOMER DATA
Provider owns the User Data in any database created using the Software. Title to User Data and any copy thereof remains with Provider. Customer’s User Data may be deleted by Provider, without further notice to Provider and without any liability to Customer, in the event that Customer fails to pay all amounts when due hereunder and fails to cure such non-payment in full within thirty (30) days of written notice from Provider.
Customer will allow Provider to use Customer’s name and logo as a reference account for marketing purposes, including allowing Provider to reference Customer on its reference account list of companies in print and on its website. Customer retains the right to require Provider to withdraw any use of Customer’s name and trademark where Customer reasonably considers that such use of such name or trademark is derogatory, defamatory or detrimental to Customer or in any way damages Customer’s business or reputation.
During the term of this Agreement, Customer shall pay SpriteRE an amount equal to the following:
In consideration for receipt of the referral of Referral from Referring Broker, SpriteRE, LLC, Recipient Broker shall pay Referring Broker as follows: 25% of the gross compensation earned by Recipient Broker (based upon the Referral’s side of the transaction) herein defined as the “Referral Fee”. The Referral Fee shall be wired through escrow upon recordation of deed, or other evidence of transfer, if the Referral buys a property. Referral Fees shall be wired to Referring Broker within twenty-four (24) hours, or the next “Business Day”. A Business Day is defined as the next regular working day, Monday through Friday, exclusive of a Federal Holiday.
The Fees listed in the Order Form do not include taxes; if Customer is required to pay sales, use, property, value-added or other taxes based on the SaaS or Professional Services in this Agreement then such taxes shall be billed to and paid by Customer.
XI. PERFORMANCE AND AVAILABILITY
Provider guarantees that the System and Software will be accessible at least 99.5% of the time, except for Scheduled Downtime. As Provider’s sole and exclusive remedy, if Downtime, other than Scheduled Downtime, exceeds the guaranteed level, then Provider agrees to credit toward the Customer’s Fees a prorated amount equal to the Fees attributable to such Downtime.
PROVIDER IS NOT RESPONSIBLE FOR LOST OR DESTROYED CUSTOMER DATA, WHICH LOSS OR DESTRUCTION SHALL BE AT CUSTOMER'S SOLE RISK.
Provider will use its commercially reasonable efforts to notify Customer at least twentyfour (24) hours in advance of any Scheduled Downtime. Provider will use reasonable commercial efforts to perform scheduled maintenance outside of Customer’s normal business hours to provide the least amount of disruption.
XII. WARRANTIES AND REPRESENTATIONS; WARRANTY DISCLAIMERS
Provider represents and warrants to Customer that: (a) Provider has the power and authority to enter into this Agreement; (b) Provider is the owner of or licensee of the Software and System; (c) the services performed under this Agreement will be performed in a professional and workman-like manner in accordance with normally accepted industry standards, and with a degree of care, skill and expertise as is standard for the provision of services of a similar nature; and (d) that the Software and System will perform substantially in accordance with the Documentation. EXCEPT AS OTHERWISE PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS, PURPOSE, OR MERCHANTABILITY, OR OF THE ACCURACY OF RESULTS OBTAINED THROUGH CUSTOMER'S USE OF THE SOFTWARE AND/OR SYSTEM. CUSTOMER ACKNOWLEDGES THAT ANY DATA OR REPORT GENERATED, OBTAINED OR ACQUIRED THROUGH THE USE OF THE SOFTWARE AND/OR SYSTEM IS USED AT CUSTOMER'S SOLE RISK AND DISCRETION. PROVIDER IS NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE SOFTWARE OR SYSTEM. PROVIDER DOES NOT WARRANT OR REPRESENT THAT ACCESS TO THE SOFTWARE OR SYSTEM WILL BE UNINTERRUPTED, ERROR FREE OR SECURE. OPERATION OF THE SYSTEM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF PROVIDER'S CONTROL.
XIII. CONFIDENTIAL INFORMATION
XIV. AUTHORIZATION TO RELEASE INFORMATION
Customer herein consents to release information as necessary to allow Provider to verify the closing transaction status of any Referral(s). Provider may request, and Customer shall deliver, any and all requested documents as may be required, including but not limited to, lender documents, purchase contracts, and settlement or closing statements, including all documents related to same from the related service providers: lenders, real estate brokers and their agents, title insurance companies, and escrow and closing attorney providers. these permissions extend to the referral’s related lenders, real estate brokers and agents, escrow and closing attorney providers, as they relate to the Referral’s transaction.
XV. ENJOINED USE
If Customer’s use of the Software or the System under the terms of this Agreement is, or in Provider’s opinion is likely to be, enjoined due to a claim of infringement or other violation of a third party's intellectual property rights, then Provider will, at its sole election and option (a) obtain for Customer the right to continue using the Software or the System; (b) replace or modify the Software or System so that it becomes non-infringing provided such substitute or modified Software or System is functionally equivalent to the original or otherwise meets Customer’s needs, and is compatible with the same items as the original, and further provided that Provider reimburses Customer for data conversion and other costs reasonably incurred by Customer as a result of such modification or replacement; or (c) refund to Customer the pro rata unused portion of the fees paid to Provider, terminate this Agreement, and relieve Customer of any further payment obligations hereunder.
XVII. LIMITATION OF LIABILITY
AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM THIS AGREEMENT, REGARDLESS OF THE NATURE OF SUCH CLAIM, SHALL NOT EXCEED THE TOTAL SAAS FEES PAID BY CUSTOMER HEREUNDER DURING THE IMMEDIATELY PRECEDING ONE (1) MONTH. PROVIDER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF PROVIDER HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY PROVIDER. CUSTOMER AGREES THAT THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CUSTOMER ACKNOWLEDGES THAT PROVIDER HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT AND THAT THE SAME FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
XVIII. TERM, RENEWAL TERM, ADDITIONAL USERS, AND TERMINATION
SpriteRE is a real estate referral network that is connecting top agents and brokers with prequalified homebuyers from SpriteRE’s lender pool. Our lender base has been compiled of highly rated consumer direct lenders who offer low market rates and on time closings; they seek cooperative agents who will serve their clients openly and honestly. All of this service occurs in an online environment allowing the homebuyer to communicate with the lender and agent simultaneously as they progress on their homebuying journey. If you’re a top rated real estate professional that can serve our SpriteRE homebuyers, please complete the adjacent form and one of our transaction coordinators will contact you directly.