Ergo Ventures & Advisory, LLC a Illinois limited liability company (“Ergo”, “us”, “we”, or “our”) provides the SmartReal.com site and various related services (collectively, the “Site”) to you, the user, subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms”), as well as any other written agreement between Ergo and you. In addition, when using particular services or materials on this Site, users shall be subject to any posted rules applicable to such services or materials that may contain terms and conditions in addition to those in these Terms. All such guidelines or rules are hereby incorporated by reference into these Terms. These Terms shall be applicable to all access and use of the Site.
As used in these Terms, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or its contents.
We reserve the right to change or modify the Terms applicable to your use of the Site, or any part thereof, or to impose new conditions, at any time by publishing the modified Terms on the relevant pages of the Site. We reserve the right to change, suspend or discontinue, at any time, any aspect or feature of the Site, including, but not limited to, content, hours of availability, requirements for access or use, and equipment needed for access or use; as well as, change any fees or charges for the use of the Site. Any changes to these Terms will be effective immediately upon our posting of notice of the changes on our Site. Your continued use of the Site after we update these Terms will constitute acceptance of the modified Terms. Therefore, Ergo encourages you to regularly review these Terms. You agree that we shall not be liable to you or to any third party for any elimination or discontinuation of any content on or feature of the Site; or any change in any fees or charges of use of the Site.
As a condition of your use of this Site, you agree that:
- You are an individual person at least 18 years of age.
- You possess the authority to create a binding legal obligation.
- Your use of this Site will at all times comply with these Terms.
- You have the right to provide any and all information you submit to the Site and all such information is accurate, true, current and complete.
- You have a valid Real Estate License for the jurisdiction in which you are requesting services by the Site.
As part of the account set-up and registration process, you may be asked to select a username and password. We may refuse to grant you a username for any reason in our sole discretion, including in the event that we determine that such user name impersonates someone else, is illegal, vulgar, or otherwise offensive, or is protected by trademark or other proprietary rights law, or otherwise may cause confusion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Site to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES (INCLUDING PURCHASES, AS APPLICABLE) THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. If you register on our Site, you may only create and hold one account that you are solely responsible for managing. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. By registering on our Site, you agree to provide accurate and current information about yourself as prompted by the registration pages and to maintain and promptly update your information to keep it accurate and current.
Ergo is a software as a service (SaaS) company providing photography, video, virtual tours, and related digital services to real estate agents and brokers. All accounts require a valid credit card for billing purposes. Real estate agents and brokers can request the photographic, video, virtual tour or related digital services for a parcel of real estate they are preparing to sell (“listing”) and proceed with coordinating the creation of such product. Each account can request services for as many separate listings as the account holder is currently working to sell. Each listing will generate a text message and an email fifty-five (55) days after the creation of the listing. If the listing has sold, do nothing and the account will be billed on the Sixtieth (60th) day. If the listing has not sold, choose to extend the billing and this process will repeat in thirty (30) days. If a real estate agent is no longer the agent for a listing, they must sign an Affidavit stating they are no longer under contracting representing the listing. The Affidavit is located here. If an Affidavit is completed, the listing will not be billed.
Subject to and conditioned upon your compliance with these Terms, and solely for so long as you are permitted by Ergo to access to the Site, we grant to you a non-exclusive, non-transferable, nonsublicensable, limited right and license to access the Site and any materials created for your listing(s), including any images, text, graphics, videos, visuals, sounds, data, files, links and other materials incorporated into the Site, solely as made available by us, solely as necessary to access the Site and solely for your real estate listing purposes, provided that you keep intact all copyright and other proprietary notices. You acknowledge and agree that certain features of the Site may include advertisements and that such advertisements are a necessary part of the Site. The Site, including all such materials and all intellectual property rights therein, remain the property of Ergo or its licensors or suppliers. Except as expressly authorized by these Terms, you may not use, reproduce, distribute, modify, transmit, perform, display or create derivative works of any portion of the Site without the written consent of Ergo. Nothing herein grants any rights to commercially exploit any portion of the Site or any content therein, other than for the express use in the sale of a listing. You may transfer your interest in a listing to the purchaser of a listing after a closing at the option of the purchaser. All rights not expressly granted hereunder are expressly reserved.
Use of Site and Termination of Use
Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Site. To the extent your conduct (as judged by us in our sole discretion), restricts or inhibits any other user from using or enjoying any part of this Site, we may limit your privileges on the Site and seek other remedies. The following actions, if taken by you, are prohibited on the Site and constitute express violations of these Terms:
- Use of the Site in any way that may lead to the encouragement, procurement or carrying out of any illegal or criminal activity;
- Submitting any purposely inaccurate information, committing fraud or falsifying information in connection with your account or in order to create multiple accounts;
- Use of the Site for any purpose other than your legitimate personal or business use;
- Reselling or repurposing your access to the Site or any purchases made through the Site;
- Hyperlinking, linking, redirecting, or deep-linking to any portion of this Site without our initial and ongoing consent;
- Obtaining or attempting to obtain any materials, documents or information through any means not purposely made available through our Site;
- Penetrating or attempt to penetrate the security measures protecting our Site, including without limitation by hacking, password “mining” or any other illegitimate means;
- Probing, scanning or testing the vulnerability or security of our Site;
- Framing or utilizing framing techniques to enclose any portion of our Site;
- Intentionally disrupting the operation or functionality of our Site;
- Attempting to, or actually accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
- Impersonating another person or entity, whether actual or fictitious, including without limitation impersonating any employees or representatives of Ergo or its Affiliates;
- Using the Site or any of its resources to solicit users, vendors or other business partners of Ergo to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with us, including without limitation, aggregating current or previously offered products, subscriptions, or services;
- Using any user or vendor information from the Site for any commercial purpose, including, but not limited to, marketing;
- Posting, disseminating, submitting, transmitting, hosting, sharing and/or publishing material that is unlawful, harassing, defamatory, abusive, threatening, obscene, harmful, hateful, infringing, violent, vulgar, pornographic, tortuous, libelous or invasive of another’s privacy, or that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
- Transmitting viruses, “Trojan horses,” or taking any action that places excessive demand on our services, or imposes, or may impose an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion), including attempting to overload, “flood”, “spam”, “mail bomb” or “crash” the Site;
- Accessing, monitoring or copying any content or information from this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
- Submitting chain letters, junk mail, “spam” or bulk communications of any kind.
If you violate any of the above limitations or any other part of these Terms, Ergo reserves the right to suspend, restrict or terminate your access to the Site at any time without notice at its sole discretion, without limitation to any of Ergo’s other rights under the law. If we terminate your account, you may not re-enroll or join under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Site, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your internet service provider of any fraudulent activity we associate with you or your use of the Site. Ergo shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
We may make forums, bulletin boards, discussion groups, chat rooms, other communication facilities, or the ability to upload other content (collectively, “Communications”) available to users of our Site, either directly or through a third-party provider. We shall have the right, but not the obligation, to monitor the content within the Communications at any time, for any reason, including to determine compliance with these Terms, as well as to satisfy any applicable law, regulation or authorized government request. We may employ automated monitoring devices or techniques to protect our users from mass unsolicited communications (also known as “spam”) and/or other types of Communications that we deem inconsistent with our business purposes. Without limiting the foregoing, we and our agents have the right, but not the obligation, at our sole discretion to remove any content from the Communications that, in our judgment, does not comply with these Terms and any other rules of user conduct for our Site, or is otherwise harmful, objectionable, or inaccurate. We are not responsible, however, for any failure or delay in removing such Communications. You hereby consent to such removal and waive any claim against us arising out of such removal of such Communications. Furthermore, we neither endorse nor assume any liability for the contents of any user Communications. Any opinions, advice, ratings, discussions, comments, and/or other messages or postings of any kind made by you or any other user, are those of the respective author(s) or distributor(s) and not of Ergo.
By posting Communications through the Site, you grant Ergo a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the Communications alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights through multiple tiers of sublicensees. Your license of any Communications or information submitted above extends to use for promotions, advertising, market research or any other lawful purpose, without limitation.
Third Party Sites, Information, and Advertising
The Site may provide links to, or may be linked from, other websites and/or resources, including advertisers, over which Ergo has no control. These links are provided solely as a convenience to you and should not be construed as an endorsement, sponsorship, or recommendation by Ergo of content, items, or services on those third-party websites. You access and use such websites, including the content, items, or services on those sites, solely at your own risk. Ergo makes no representations or warranties with respect to the content, ownership, or legality of any such linked websites. You agree that Ergo has no responsibility or liability for the availability of such external websites or resources, or for the content, advertising, products, or other materials available through such third-party websites or resources.
Ergo does not endorse or guarantee any third-party products or services advertised on the Site or any third-party sponsoring parts of the Site. Your dealings with advertisers or other third parties found on or through the Site are solely the responsibility of yourself and the third party. These dealings include, but are not limited to, your participation in promotions, the payment for and delivery of items, if any, and any terms, conditions, warranties, or representations associated with such dealings. You agree that Ergo will have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any third party, or as a result of the presence of such third parties on the Site.
All text, graphics, photographs, videos, user interfaces, trademarks, logos, taglines, animations, music, and sounds contained on, or comprising, our Site, including without limitation the design, structure, selection, organization, compilation, display, arrangement, expression and “look and feel” of our Site, and the software comprising and/or embodying the foregoing (collectively, the “SmartReal Content”), are owned, controlled or licensed by or to Ergo or its Affiliates, and are protected under applicable intellectual property laws, including without limitation copyright, trade dress, trademark and/or patent laws. Your use of our Site gives you no ownership rights in the SmartReal Content. You may not, without limitation, copy, reproduce, republish, download, print, post, broadcast, record, mirror, transmit, commercially exploit, edit, communicate to the public or distribute in any way any part of our Site or the SmartReal Content except as otherwise expressly permitted under copyright law, these Terms or with the prior written authorization of Ergo. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
The following are registered trademarks, trademarks or service marks of Ergo or its Affiliates: SmartReal.com. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Ergo or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, and/or the name of Ergo, SmartReal or its Affiliates.
You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and you are solely liable for any damages resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of this Site, you warrant that the owner of such material has expressly granted Ergo the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other user to access, view, store or reproduce the material for that user’s personal use. You also grant Ergo the right to edit, copy, publish and distribute any material that you make available on this Site.
Copyright Infringement and The Digital Millennium Copyright Act
Ergo respects the valid intellectual property rights of others. We will respond to allegations of copyright infringement with respect to content or materials on our Site, including without limitation our user’s materials, in accordance with the Digital Millennium Copyright Act (the “DMCA”).
The DMCA provides a process for copyright owners to give notification to online service providers concerning alleged copyright infringement. When we receive a valid DMCA notification, we respond by removing (or disabling access to) the allegedly infringing content or materials. After removing such content or materials, we will take reasonable steps to contact the owner of the removed content or materials so that a DMCA counter notification may be submitted. After receiving a valid counter notification, we generally restore the allegedly infringing content or materials, unless we receive further notice from the copyright owner that a legal action has been filed seeking a court order to restrain the alleged copyright infringer from engaging in the allegedly infringing activity.
If you are a copyright owner, or an agent of a copyright owner, and you believe that any content or materials on our Site violate your copyright, you may submit a notification pursuant to the DMCA by providing our DMCA agent with the following information in writing (please see 17 U.S.C. §512(c)(3) for further detail): (i) your physical or electronic signature; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and, (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the allegedly infringed copyright.
Ergo’s designated agent to receive notifications of claimed copyright infringement under the DMCA is:
Name: Ergo Ventures & Advisers
Address: 2704 Bennett Avenue, Evanston, Illinois 60201
Feedback & Unsolicited Ideas
From time to time, Ergo may ask its registered users for feedback, ideas, or suggestions regarding our Site (“Feedback”). You expressly agree that any and all such Feedback will be given by you on a purely voluntary basis, that all Feedback communicated to Ergo or any of its Affiliates through this Site will forever be the property of Ergo, and we shall have exclusive ownership of all present and future existing rights in the information contained in the Feedback, without compensation to the person sending the Feedback.
We are unable to accept your unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Ideas”), so please do not submit them to us in any circumstance. If, however, you choose to ignore this request and send us any Unsolicited Ideas, notwithstanding any cover letter or other terms that accompany them, you understand and agree that all Unsolicited Ideas communicated to Ergo or any of its Affiliates through this Site will forever be the property of Ergo, all material submitted through this Site will be presumed to be public, we will not be required to treat the information as confidential, and we shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information.
Disclaimer of Warranties
ALL CONTENT AND SERVICES ON THE SITE ARE PROVIDED BY ERGO ON AN “AS IS” AND “AS AVAILABLE” BASIS. ERGO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE OR THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS INCLUDED ON THE SITE. ERGO DISCLAIMS ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ERGO WILL PROVIDE THE SITE WITH REASONABLE SKILL AND CARE AND SUBSTANTIALLY AS DESCRIBED IN THESE CONDITIONS OF USE. ERGO DOES NOT MAKE ANY OTHER PROMISES OR WARRANTIES ABOUT THE SITE OR ANY SITES LINKED TO THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND YOU SHOULD OBTAIN PROFESSIONAL ADVICE WHERE NECESSARY. NOTWITHSTANDING THE PRECEDING SENTENCES OF THIS PARAGRAPH, NOTHING IN THESE CONDITIONS OF USE SHALL RESTRICT YOUR RIGHTS UNDER APPLICABLE LAWS AND/OR YOUR STATUTORY RIGHTS (INCLUDING YOUR RIGHT TO RECEIVE A REASONABLE STANDARD OF SERVICE, IF APPLICABLE).
ANY RELIANCE UPON THE SITE AND ITS CONTENT SHALL BE AT YOUR OWN RISK. ERGO DOES NOT WARRANT THAT THE SITE, ITS SERVERS OR E-MAIL SENT FROM ERGO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WHILE ERGO USES ALL REASONABLE EFFORTS TO CORRECT ANY ERRORS OR OMISSIONS WITHIN THE SITE AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO ERGO’S ATTENTION, ERGO DOES NOT WARRANT THAT THE INFORMATION ON THE SITE ITSELF WILL BE FREE FROM ERRORS OR OMISSIONS.
ERGO DOES NOT WARRANT THAT THE SITE WILL BE AVAILABLE UNINTERRUPTED AND IN A FULLY OPERATING CONDITION. ACCESS TO THE SITE MAY BE SUSPENDED TEMPORARILY AND WITHOUT NOTICE IN THE CASE OF SYSTEM FAILURE, MAINTENANCE OR REPAIR OR FOR REASONS BEYOND ERGO’S REASONABLE CONTROL.
Limitation of Liability
Indemnification & Release
You agree to compensate, indemnify, defend, and hold harmless Ergo, its members, managers, officers, directors, employees, agents, business partners, Affiliates, distributors, licensors, and licensees for, from and against all claims, losses, expenses, damages, costs, or demands, resulting from any claim, action, investigation, demand, or proceeding arising out of or related to any products, subscriptions, or services purchased by you in connection with the Site or any use of the Site in violation of these Terms. You are solely responsible for your interactions with other users of the Site.
These Terms may not be altered, supplemented or amended by the use of any other document unless otherwise provided for in these Terms or agreed in writing by both Ergo and the user.
Third Party Benefit
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under these Terms, and no act, omission or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other party.
If any provision of these Terms is determined to be invalid, illegal or unenforceable, but if the essential terms and conditions of these Terms for each party remain valid, binding and enforceable, then the remaining provisions of these Terms remain in full force.
These Terms constitute the final, entire and exclusive agreement between you and Ergo. Any attempt to supplement or amend these Terms in any way shall be null and void. The provisions of these Terms may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings.
The section headings used herein are for convenience or reference only and do not form a part of these Terms, and no construction or inference shall be derived from them.
Rights and Remedies Cumulative
Any enumeration of Ergo’s rights and remedies set forth in these Terms is not intended to be exhaustive. Ergo’s exercise of any right or remedy under these Terms does not preclude the exercise of any other right or remedy. All of Ergo’s rights and remedies are cumulative and are in addition to any other right or remedy stated in these Terms or that may now or subsequently exist at law or in equity, by statute or otherwise.
If Ergo takes legal action against you for any breach of these Terms, or for any other reason, and a court or arbitrator makes an award in Ergo’s favor, Ergo shall be entitled to recover from you its reasonable attorneys’ fees and costs incurred in the action.
Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with this Site is void where prohibited
THE LAWS OF THE STATE OF ILLINOIS (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES) GOVERN ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES, INCLUDING, WITHOUT LIMITATION, ITS INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT.
PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING.
BY USING THIS SITE, YOU AGREE THAT ANY CLAIM OR CONTROVERSY BETWEEN YOU AND ERGO SHALL BE RESOLVED BY ARBITRATION, EXCEPT TO THE EXTENT THAT AN INJUNCTIVE ACTION IS REQUIRED BY EITHER PARTY TO PROTECT ITS CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY. A SINGLE ARBITRATOR ENGAGED IN THE PRACTICE OF LAW SHALL CONDUCT THE ARBITRATION IN CHICAGO, ILLINOIS UNDER THE THEN CURRENT COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THERE SHALL BE NO AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS; ARBITRATION CAN DECIDE ONLY YOUR AND/OR ERGO’S INDIVIDUAL CLAIMS; AND THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. THE ARBITRATOR SHALL HAVE AUTHORITY TO AWARD COMPENSATORY DAMAGES ONLY. THE ARBITRATOR’S AWARD SHALL BE FINAL AND BINDING AND MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. EACH PARTY SHALL BEAR ITS OWN COSTS AND ATTORNEYS’ FEES.
ANY CLAIM REGARDING THE VALIDITY OR ENFORCEABILITY OF THIS ARBITRATION PROVISION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF. QUESTIONS ABOUT WHETHER CLAIMS ARE WITHIN THE SCOPE OF THIS ARBITRATION PROVISION AND THEREFORE SUBJECT TO ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. § 1-16 (“FAA”), AND SHALL BE RESOLVED BY INTERPRETING THE ARBITRATION PROVISION IN THE BROADEST WAY THE LAW WILL ALLOW IT TO BE CONSTRUED.
Questions and Comments
Ergo welcomes your questions or comments about these Terms. Please contact us at: