mogul Technologies Inc.
Terms of Service
This Terms of Service (the “Terms”) is a binding agreement between you (”End User” or “you”), as an entity or Authorized Users, and mogul Technologies Inc. (“Mogul”). These terms include the terms laid out in the User services agreement in Exhibit 1. These Terms govern your use of Mogul’s website https://www.mogul.club/ (the “Site”) and your use and access to the Mogul Platform to utilize any Service (as defined in the User Agreement) through the Site or login through the Mogul Platform (together with the Site, the “Services”). The Services are licensed, not sold, to you. All applicable terms of the Mogul User Agreement regarding what you may do on and how you may use certain Services (the “User Agreement”) shall apply to these Terms. Terms capitalized herein but not defined shall have the meaning set forth in Mogul’s User Agreement or Program terms (the “Program Terms”).
BY CLICKING THE BOX TO INDICATE ACCEPTANCE, BY USING THE SITE, OR OTHERWISE USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS AND THE MOGUL USER AGREEMENT, PRIVACY POLICY, AND ANY OTHER APPLICABLE MOGUL POLICIES OR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SITE AND CEASE USE OF THE SERVICES.
License Grant; Access to Service.
Subject to these Terms, Mogul grants you a limited, non-exclusive, non-sublicensable, and nontransferable, license to use the website for your personal, non-commercial use on devices owned or otherwise controlled by you and to use the Services during the Term and strictly in accordance with these Terms. Use of the Services are subject to the User Agreement. This use is solely for you, as an individual, or you, as an entity, and your employees, consultants, contractors, and agents (i) who are authorized by Mogul to access and use the Services under the rights granted to you pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder (each an “Authorized User”).
Subject to the terms and conditions contained in these Terms, Mogul hereby grants to you and all Authorized Users a non-exclusive, non-sublicensable, non-transferable license to use Mogul’s user manuals, handbooks, and guides relating to the Services provided by Mogul to you either electronically or in hard copy form (“Documentation”) during the Term and solely for internal business purposes in connection with its use of the Services.
Notwithstanding anything to the contrary in these Terms, Mogul may monitor your and any Authorized User’s use of the Services and collect and compile data and information related to such use of the Services that is used by Mogul in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between you and Mogul, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Mogul. You acknowledge that Mogul may compile Aggregated Statistics based on, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of yourself or an Authorized User through the Service (“Your Data”) input into the Services. You agree that Mogul may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you.
Mogul may from time to time make any third-party products provided with or incorporated into the Services (“Third-Party Products”) available to you. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products and you acknowledge that all or a portion of the Services may be limited.
Modification to these Terms and the Services.
Mogul may, at its sole discretion, change these Terms, including the Mogul Privacy Policy, User Agreement, and Program Terms from time to time. If changes occur, we will notify you by email to the email affiliated with your account. Updated versions will never apply retroactively and will give the date they go into effect. We recommend that you check the Site periodically for changes. Your continued use of the Services following the posting of any changes to any terms means you accept those new terms.
Additionally, Mogul reserves the right to modify, suspend, or discontinue the Services, whether temporarily or permanently at any time for any reason. You agree that Mogul shall not be liable to you for any modification, suspension, or discontinuation of the Services. Some modifications may require updates to Site in order to continue to use the Services. Mogul may also impose limits on certain features and services, restrict your access to parts or all of the Services, and suspend or terminate users without notice or liability.
In addition to the rights provided above, Mogul may temporarily suspend your access to any portion or all of the Services if: (i) Mogul reasonably determines that (A) there is a threat or attack on any of the Mogul IP;
(B) your use of the Mogul IP disrupts or poses a security risk to the Mogul IP or to any other customer or vendor of the Mogul Platform or Site; (C) you are using the Mogul IP for fraudulent or illegal activities; (D) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Mogul's provision of the Services to you is prohibited by applicable law; (ii) any vendor of Mogul has suspended or terminated Mogul’s access to or use of any third-party services or products required to enable you to access the Services; or (iii) in accordance with any other provision of these Terms, the Program Terms, or our User Agreement (“Service Suspension”). Mogul will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension.
Communications
You consent to accept and receive communications from us, including e-mail, SMS, text, phone call, or any other reasonable communication methods. You may opt-out of receiving marketing communications by following the unsubscribe options we provide to you but some transactional messages are deemed to be part of the Services.
mogul Account
You may access the Site without registering for an account, but as a condition of using certain aspects of the Services, you are required to create a Mogul account (an “Account”). You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your devices and you hereby agree to accept responsibility for all activities, charges, and damages that occur under your Account. If you discover any unauthorized use of your Account, or other known account-related security breach, you must report it to Mogul immediately. You agree that you are responsible for anything that happens through your Account until you close your Account or prove that your Account security was compromised due to no fault of your own. Mogul cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
Payment.
While we may offer portions of the Services for free, we do charge for certain features of the Services, including, without limitation, any fees for Services described in our User Agreement through the Site.
When paid by you, these payments are final and non-refundable. Mogul, in its sole discretion, may offer credits or refunds on a case-by-case basis including, by way of example, in the event of an error with your order or in the amounts you were charged.
Mogul will charge, and you authorize Mogul to charge, the payment method you specify at the time of purchase for any purchase occurring on or through the Service. If you pay any amounts with a credit card, Mogul may seek pre-authorization of your credit card account prior to your purchase to verify that the credit
card is valid and has credit available for your intended purchase. Mogul may use third party payment processors for payments made on or through the Services to process and store your payment information. More information about payment processors Mogul uses is provided in the Mogul Privacy Policy.
Mogul reserves the right to establish, remove, and/or revise prices, fees, taxes, and/or surcharges for any or all services or goods obtained through the use of the Services at any time. Regardless of the cause, Mogul reserves the right to charge the final price after checkout, including without limitation all applicable transaction taxes.
License Restrictions. You shall not:
use the Services in any way to monitor or evaluate the availability, performance or functionality of the Services for any competitive purpose, or perform or assist any other party to perform any benchmarking on the Services;
use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including but not limited to using the Services in any way that is not compliant with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the USA PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions where you conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”);
copy any portion of the Services, except as expressly permitted by this license;
modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
rent, lease, lend, sell, sublicense otherwise make available the Services, or any features or functionality of the Services, to any third party for any commercial reason, including by making the Site available on a network where it is capable of being accessed by more than one device at any time;
remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Services;
directly or indirectly take any action that imposes or may impose (as determined by Mogul in its sole discretion) an unreasonable or disproportionately large load on Mogul or its third-party providers’ infrastructure; interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; run Mail list, Listserv, or any form of auto-responder or “spam” on the Services; or use manual or automated software, devices, or other processes to scrape any page of the Services; or
create a false identity on the Services, misrepresent your identity, impersonate any person, create a profile for anyone other than you, or use or attempt to use another account.
If for any reason, Mogul determines that you have failed to follow these rules, we reserve the right to prohibit any and all current or future use of the Services by you. If we have reason to suspect, or learn that anyone is violating these Terms, we may investigate and/or take legal action as necessary including bringing a lawsuit for damages caused by the violation. We reserve the right to investigate and take appropriate legal action, including without limitation, cooperating with and assisting law enforcement or government agencies in any resulting investigations of illegal conduct.
Reservation of Rights.
You acknowledge and agree that the Services, including the Site, is provided under license, and not sold, to you. You do not acquire any ownership interest in the Services or any Third-Party Materials under these Terms, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Mogul, and its licensors and service providers, reserve and shall retain their entire right, title, and interest in and to the Services, Site, Documentation, Aggregated Statistics, the Site, and all information, data, or other content derived from Mogul’s monitoring of your (and Authorized User’s) access to or use of the Service, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms (“Mogul IP”). Mogul IP does not include Your Data.
Mogul acknowledges that, as between you and Mogul, you own all right, title, and interest, including all intellectual property rights, in and to Your Data. You hereby grant to Mogul a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary forM to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data incorporated within the Aggregated Statistics.
Content and User Content
Through the Services, or via other users, Mogul may make accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, campaigns, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). You have no rights in or to the Content other than as permitted herein to use or access the Services.
Collection and Use of Your Information.
You acknowledge that when you use the Site, Mogul may use automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the Services. You also] [you] may be required to provide certain information about yourself as a condition to use the Services or certain features or functionalities. All information we collect through or in connection with these Terms is subject to the Mogul Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Mogul Privacy Policy.
Geographic Restrictions.
The Content and Services are based in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.
Updates.
Mogul may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for the Site (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Mogul has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Site and be subject to all terms and conditions of these Terms.
Third-Party Materials.
The Services may display, include, or make available Third-Party Products, third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Mogul is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect
thereof. Mogul does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
Term and Termination.
The term of these Terms commences when you acknowledge your acceptance and will continue in effect until terminated by you or Mogul as set forth in this section. You may cancel your Account at any time through your Account settings. We may suspend or cancel your Account without notice to you for any reason or no reason at all, including but not limited to if you violate these Terms, you create risk or possible legal exposure for us, your Account should be removed due to unlawful conduct, or our provision of the Services to you is no longer commercially viable. Mogul reserves the right to remove your Account information along with any Account settings from our servers with NO liability or further notice to you. Upon termination of your Account. your license to use Mogul’s Services terminates.
Disclaimer of Warranties.
THE SERVICES AND ALL THIRD-PARTY MATERIALS ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MOGUL, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND ANY THIRD-PARTY MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MOGUL PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR ANY THIRD-PARTY MATERIALS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, IN NO EVENT SHALL MOGUL, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT PAID IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100.00), WHICHEVER IS LESS. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, MOGUL’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification.
You agree to indemnify, defend, and hold harmless Mogul and its officers, directors, employees, agents,
affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of these Terms.
Severability.
If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect.
US Government Rights.
The Services are a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
Governing Law.
These Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms and our Privacy Policy shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Entire Agreement.
These Terms, our Privacy Policy, and any statements or rules on the Services on your date of access constitute the entire agreement between you and Mogul with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.
Notice.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the party at the addresses set forth as follows (or to such other address that may be designated by the party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms, a Notice is effective only: (i) upon receipt by the receiving party; and (ii) if the party giving the Notice has complied with the requirements of this Section. All Notices, in the case of Mogul, shall be sent using the addresses set forth in the User Agreement’s signature page, and, in the case of an End User, the addresses set forth in such End User’s Account.
Export Regulations.
You acknowledge you shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any of Your Data outside the US.
Waiver.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other agreement, these Terms shall govern.
Contact.
If you have any questions regarding these Terms, please contact us at support@mogul.club. Last Update: September 14th, 2023
Exhibit 1
mogul
USER SERVICES AGREEMENT
This User Services Agreement (“Agreement”) is made and entered into as of September 14th, 2023 (“Effective Date”), between mogul Technologies, Inc. (“Mogul”) and the user of the platform (“Customer”) regarding access to and use of Mogul’s proprietary platform for real estate investment clubs and the conveyance of real property interests according to the following terms and conditions:
DEFINITIONS
“Company Agreement” means the governing instrument for Property LLC.
“Disposition” means, selling, devising, transferring, gifting, swapping, granting, or granting of a security interest in Real Property.
“Holder” means, a person or entity with possessory or other ownership rights.
“Investment Club” means, a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment return and losses.
“Letter of Consent” means that certain letter to be delivered to the holder of any mortgage, lien, security interest, deed of trust or note attached to the Real Property and requiring the consent of the holder of such security interest prior to a Disposition of the Real Property.
“Lienholder” means the holder of any mortgage, lien, security interest, deed of trust or note attached to the Real Property.
“Mogul Platform” means Mogul’s proprietary platform for real estate investment clubs and the conveyance of real property interests on Exhibit A.
“Property LLC” means the limited liability company created for the purpose of holding the Real Property and issuing Ownership Interests of Property LLC reflecting ownership in the limited liability company.
“Real Property” means the real property interests to be conveyed by Customer to Property LLC pursuant to the terms of a Real Estate Purchase Agreement entered into concurrently with the execution of this Agreement.
"Real Property Taxes" shall include real estate taxes and assessments payable with respect to the Real Property that are imposed by any authority having the power to tax any legal or equitable interest of Customer in the Property. Notwithstanding the foregoing, Real Property Taxes shall not include: (a) any inheritance, estate, succession, transfer, gift, franchise, or capital stock tax; (b) any gross or net income taxes; (c) any excise taxes imposed upon Customer based upon gross or net rentals or other income received by it; or (d) any gross margin tax.
"Real Estate Purchase Agreement” means that certain Real Estate Purchase Agreement in form attached on Exhibit B.
"Ownership Interest of Property LLC” means the ownership of the Property LLC by the Customer which may be recorded
electronically in the servers of the Property LLC, Mogul or any other entity in order to present an up to date ledger of such ownership.
"Utilities” means electricity, gas and any other utilities.
ENTRY INTO THE MOGUL PLATFORM
Use of the Mogul Platform. Subject to the terms and conditions of this Agreement including payment of all fees set forth in this Agreement and Real Estate Purchase Agreement, Customer wishes to sell the Real Property on the Mogul Platform for the purpose of investment by users of the Mogul Platform. The Property LLC shall be operated as an Investment Club for the purposes of reporting with the Securities and Exchange Commission of the United States, meaning all investors shall have proportionate say in the decision-making processes regarding the Real Property in the Mogul Platform.
Terms of Conveyance. The terms of sale for the Real Property shall be governed by the Real Estate Purchase Agreement. In addition to the consideration set forth in the Real Estate Purchase Agreement, Customer shall, at Closing (as defined in the Real Estate Purchase Agreement) receive the Ownership Interest of Property LLC formed pursuant to the terms of this Agreement in the amount set forth on the attached Exhibit C. Upon Closing and delivery of the Consideration (as defined in the Real Estate Purchase Agreement), Ownership Interest of Property LLC and maintenance of the Real Property shall be as defined in this Agreement.
It is a condition of the Real Estate Purchase Agreement and this Agreement that the Consideration (as to that portion not represented on Exhibit C to be received by Customer) must be raised pursuant to the purchase of ownership interests in the Property LLC on the Mogul Platform. Customer, affirms that such Ownership Interest of Property LLC may not be sold in an amount that is sufficient to equal the Consideration owed, in which such case, the terms of the Real Estate Purchase Agreement shall apply. Customer further affirms that it understands that the failure to sell ownership interests equal to the purchase price under and as set forth in the Real Estate Purchase Agreement may result in termination of the Real Estate Purchase Agreement pursuant to its terms. In the event the Real Estate Purchase Agreement is not consummated, this Agreement shall terminate pursuant to the applicable of Section 6.1 or 6.2.
Application. Customer shall apply to the Mogul Platform by use of the Mogul Platform’s online application process. The application is non-binding and the proposal of, or entering into the Real Estate Purchase Agreement and this Agreement, shall be only consummated when executed.
Documentation. Subject to the terms and conditions of this Agreement, Customer, upon the request of Mogul may be asked to provide Mogul with documentation, including the following, within three (3) days of such request:
Accurate legal description and address of the Real Property;
Prior year valuation from the governing tax authority for the Real Property;
Current lease agreement, in effect as of the application by Customer for use of the Mogul Platform, then governing the Real Property and any amendments of such lease thereof;
All mortgage, liens, deed of trust, promissory notes, and other security instruments, in place or that will be in place as of the proposed closing of the transactions contemplated in the Real Estate Purchase Agreement; and
Photographs, taken within one (1) week of application of the Real Property. Such photographs should display every room of the Real Property as well as all exterior walls and roof of the Real Property and all outdoor spaces of the Real Property.
Real Estate Purchase Agreement. After the Customer’s submission of the application, Mogul shall inform Customer, within fourteen (14) days of Mogul’s desire to allow Customer access to the Mogul Platform. In the event Mogul desires to allow Customer access to the Mogul Platform it shall deliver the following to Customer:
Real Estate Purchase Agreement including proposed purchase price for the Real Property;
The subsequent execution of the above shall be a condition precedent to entrance of Customer into the Mogul Platform. In the event any one of the above instruments are not executed by Customer or Lender (as may be required by each such document), or otherwise at the sole discretion of Mogul and Property LLC. Mogul and Property LLC shall be under no obligation to execute any of the above, deliver any consideration to Customer, or allow Customer access to the Mogul Platform. All of the above are not to be deemed offers until both this Agreement and the Real Estate Purchase Agreement are executed by Mogul or Property LLC as may be required pursuant to the terms therein. The Real Estate Purchase Agreement, this Agreement, and the Letter of Consent are not subject to negotiation, amendment, alteration, or any other change without the consent of Mogul and Property LLC, which such consent may be conditioned, withheld, or restricted for any reason at the sole discretion of Mogul or Property LLC.
Letter of Consent. The execution of the Letter of Consent by the Lienholder shall be deemed to be a condition precedent for use of the Mogul Platform. Customer shall deliver the Letter of Consent in form acceptable to Mogul to the Lienholder. Mogul shall entertain requests from the Lienholder prior to their execution of the Letter of Consent but Mogul and Property LLC are under no obligation to agree to any such requests and Customer shall have no recourse against Mogul or Property LLC for any default, loss, or other action brought by the Lienholder in response to the delivery of such request for execution of the Letter of Consent.
Escrow. In the event Customer currently pays into an escrow account pursuant to any security agreement for the purpose of covering the payment of Real Estate Taxes, insurance, and assessments, Customer shall ensure that Mogul has knowledge of the amount of its mortgage payments being paid into escrow. Mogul, at its sole discretion may elect to continue making payments into the escrow account pursuant to the terms thereof after the transfer of the Real Property to Property LLC. Mogul shall have the right to enter into any side agreements with Lienholder to ensure continued payments into escrow after the Disposition of the Real Property without any input from Customer.
Lease. As a condition precedent for use of the Mogul Platform by Customer, the Real Property shall be subject to a lease agreement with Customer as “Landlord” as defined under the lease and approved by all Lienholders (or as otherwise agreed to in writing between Mogul and Customer). Mogul or Property LLC shall review the lease agreement, paying special attention to material terms including base rent amounts, additional rent amounts, and insurance requirements. Upon review of the lease agreement, Mogul shall have the sole discretion whether to allow Customer to enter the Mogul Platform or enter into the Real Estate Purchase Agreement. Upon application Customer will not, and will not permit, encourage, or authorize third parties to renegotiate rent, lease, loan or otherwise permit any changes or amendments to the lease agreement without the express written consent of Mogul, such consent to not be unreasonably withheld.
Compliance with Laws. Customer will use the Mogul Platform and operate the Real Property prior to its sale to Property LLC, in compliance with all applicable laws and regulations.
Mogul Platform after Disposition
Disposition. The terms of the Disposition of the Real Property from Customer to Property LLC shall be governed primarily by the Real Estate Purchase Agreement subject to any additional terms set forth in this Agreement. Upon closing of the transaction contemplated by the Real Property Agreement, Customer shall receive the Ownership Interest of Real Property LLC set forth in Exhibit C and the purchase price as set forth in the Real Estate Purchase Agreement subject to the terms of the Real Estate Purchase Agreement and this Agreement.
Rights of Ownership Interest of Property LLC Holder. The Holder of Ownership Interest in Property LLC shall be subject to the terms and conditions of the Company Agreement of the Property LLC, attached as Exhibit D hereto and incorporated by reference herewith. Customer, upon receiving any Ownership Interest in Property LLC under this Agreement shall duly ratify the Company Agreement by execution
of a ratification agreement promulgated by Mogul. Upon execution of the ratification agreement, Customer shall receive the membership rights afforded to it by the Company Agreement. Mogul represents that Property LLC is formed as an investment club and the Ownership Interest of Property LLC, reflects actual membership interest in Property LLC and shall entitle Ownership Interest of Property LLC Holder to voting rights for investment decisions pursuant to the Company Agreement. The number of votes each member has for the purposes of voting matters is one vote plus the number of votes equal to the number of units held at the time of voting as further defined in the Company Agreement of the Property LLC. Ownership Interest of Property LLC of Customer is in the percentage set forth in Exhibit C.
Rights of Customer as Ownership Interest of Property LLC Holder. Upon Disposition of the Real Property, Customer hereby acknowledges and agrees that Customer shall cease to have any rights to the Real Property other than as a Ownership Interest of Property LLC Holder pursuant to the Company Agreement (or as otherwise conferred by the Company Agreement) and as otherwise agreed to in the Real Estate Purchase Agreement.
License to Mogul Platform. Mogul, upon consummation of the Real Estate Purchase Agreement, this Agreement, and any other required agreement necessary for the Disposition of the Property will provide Customer with the Services defined and set forth in Section 4 below. Mogul’s provision of the Services to Customer shall be governed by this Agreement and the Company Agreement.
SERVICES
Services. Mogul shall provide Property LLC and Customer, pursuant to their role as an Ownership Interest of Property LLC Holder in Property LLC, with services. These “Services” shall include:
Negotiating property management agreements for maintenance of the Real Property;
Preparation of taxes and tax forms for Property LLC.
After the initial Disposition of the Real Property into the Property LLC, final transactions materially affecting or resulting in a Disposition of the Real Property will be voted on by the members of Property LLC pursuant
to the Company Agreement. Unless specifically referred to in this Agreement, all events resulting in a Disposition, lease, transfer, contract or otherwise will be approved pursuant to the Company Agreement.
Agency. Pursuant to the Company Agreement and this Agreement, Mogul shall have the authority to perform the Services on behalf of Customer.
Fees. Pursuant to the Company Agreement, Mogul shall be entitled to the fees for the performance of the Services as set forth on Exhibit E attached hereto and incorporated by reference herewith.
Inventions. Except as expressly set forth to the contrary in the Company Agreement, all works of authorship, inventions, intellectual property, discoveries, improvements, methods, processes, formulas, designs, techniques, and information (a) conceived, discovered, developed, or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Mogul, solely or in collaboration with others, in the course of performing the Services; (b) that form all or part of a deliverable provided as part of the Services; or
(c) comprise the creation, establishment, execution, and operation of the Mogul Platform, whether developed as part of the Services or separately (collectively, “Inventions”) will be the sole property of Mogul.
COSTS
Fees. Upon the closing of the transactions contemplated by the Real Estate Purchase Agreement, Property LLC shall take over responsibility for the payment of the following:
Fees and assessments associated with a home owner’s association;
Fees to any property management institution and fees associated with property management;
Maintenance costs (including repairs) for the Real Property; and
Insurance premiums and deductibles for the Real Property.
Mogul shall be named the initial manager in the Company Agreement, and shall facilitate the above unless removed pursuant to the terms of the Company Agreement. In the event Mogul is removed as manager and Property LLC wishes Mogul to continue to provide the above, an additional fee arrangement between Property LLC and Mogul shall be entered into by Mogul and Property LLC. Mogul will be entitled to open, maintain or renegotiate any escrow accounts to cover any or all of the above payments with Lienholder or mortgage company. Payments to the mortgage company or Lienholder shall be pursuant to the terms of the security instruments applicable to the Real Property as existing and as negotiated by Mogul or Property LLC.
Taxes. All franchise taxes shall be governed by the terms of the Company Agreement. Income taxes will be the responsibility of Customer and the other members of Property LLC pursuant to the
terms of the Company Agreement. Customer and the members of Property LLC shall not cause any tax liens to be placed on the Real Property or the membership interest of Mogul or Property LLC; and the existence of such a lien shall be deemed a breach of the Company Agreement and this Agreement. Property LLC will bear all other taxes, duties, and other governmental charges, including Real Estate taxes resulting from the ownership of Real Property by Property LLC as set forth in the Company Agreement.
TERM AND TERMINATION
Term. This Agreement will commence upon the Effective Date and continue for so long as the Customer either has placed the Real Property on the Mogul Platform or maintains a membership interest in the Property LLC and is otherwise subject to the Company Agreement (the “Term”).
Termination for Material Breach. Mogul may terminate this Agreement if Customer materially breaches this Agreement and such breach is incapable of cure, or, if capable of cure, does not cure such material breach within 30 days of receiving written notice of the material breach from Mogul. Termination in accordance with this Section 6.2 will take effect when Customer receives written notice of termination from Mogul, which notice must not be delivered until the Customer has failed to cure its material breach during the 30-day cure period, if applicable. Breaches of the Company Agreement shall be governed by the Company Agreement; however, a breach of the Company Agreement by Customer shall be deemed a material breach of this Agreement. Without limiting any recourse in favor of Property LLC or Mogul, a breach of this Agreement entitles Mogul to: (1) prohibit Customer from use of the Mogul Platform on a suspended or permanent basis or (2) if the breach is due to nonpayment of fees or any sums owing, place a lien on the interest of Customer in Property LLC, including Customer’s interest as an owner or Holder of Ownership Interest of Property LLC. By its execution of this Agreement, Customer agrees that this instrument may serve as the security instrument for such lien, and includes the right of strict foreclosure and a power of sale of such interests. Without restricting anything to the contrary in this Agreement or the Company Agreement a Customer shall be deemed to be in breach of this Agreement if Customer (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
(b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; or (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Post-Termination Obligations. If this Agreement is terminated for any reason: (a) Customer will pay to Mogul any fees or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued by Customer prior to the effective date of the termination will survive, and (c) Customer will provide Mogul with a written certification signed by an authorized Customer representative certifying that all use of the Mogul Platform has been discontinued.
Survival. Sections 1, and 5 - 10 will survive any expiration or termination of this Agreement. A termination of this Agreement
does not mean the Company Agreement terminates and termination of the Company Agreement shall be governed by its terms subject to breach provisions set forth in this Agreement.
REPRESENTATIONS AND WARRANTIES
Representations and warranties. Each party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement. Mogul represents and warrants that the Services shall be performed materially in accordance with this Agreement.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTION 7.1, MOGUL MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. MOGUL EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. MOGUL DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE MOGUL PLATFORM AND ANY DATA LOSS THEREFROM. MOGUL DOES NOT WARRANT THAT THE MOGUL PLATFORM IS ERROR-FREE OR THAT OPERATION OF THE MOGUL PLATFORM WILL BE SECURE OR UNINTERRUPTED. MOGUL DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE MOGUL PLATFORM IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE MOGUL PLATFORM WILL ALWAYS BE AVAILABLE. MOGUL EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE MOGUL PLATFORM.
DEFENSE AND INDEMNIFICATION
Defense. Customer will defend Mogul from any actual or threatened third party claim arising out of the breach of any representations or warranties made by Customer in this Agreement, the Company Agreement or the Real Estate Purchase Agreement, any use of the Mogul platform not in accordance with this Agreement or that infringes or misappropriates a third party's intellectual property rights and any third-Party claims based on Customer’s (i) negligence or willful misconduct; (ii) use of the Mogul Platform in a manner not authorized by this Agreement; (iii) use of the Mogul Platform in combination with data, software, hardware, equipment, or technology not provided by Mogul or authorized by Mogul in writing; or (iv) modifications to the Services not made by Mogul (collectively, “Mogul Claim(s)”); provided that, Customer may not settle any third-party Mogul Claim against Mogul unless Mogul consents to such settlement, and further provided that Mogul will have the right, at its option, to defend itself against any such third-party Mogul Claim or to participate in the defense thereof by counsel of its own choice, at Customer’s sole cost. Mogul will defend Customer from any actual or threatened third party claim arising out of or based upon the a breach of Mogul’s representations and warranties made in accordance with this Agreement, and any third-Party claims based on Mogul’s gross negligence or willful (collectively, “Customer Claim(s)”); provided that, Mogul may not settle any third-party Customer Claim against Customer unless Customer consents to such settlement, and further provided that Customer will have the right, at its option, to defend itself against any
such third-party Customer Claim or to participate in the defense thereof by counsel of its own choice, at Mogul’s sole cost.
Indemnification. Customer will indemnify and hold harmless Mogul from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Mogul in any Mogul Claim under Section 8.1;
(b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Mogul in connection with the defense of a Mogul Claim under Section 8.1; and (c) all amounts that Customer agrees to pay to any third party to settle any Mogul Claim under Section 8.1.
Sole Remedy. THIS Error! Bookmark not defined.8 SETS FORTH EACH PARTY'S SOLE REMEDIES AND EACH PARTY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS FROM ANY THIRD PARTY EXCEPT AS MAY BE SET FORTH IN THE COMPANY AGREEMENT IN WHICH CASE THOSE REMEDIES SHALL TAKE PRECEDENCE.
LIMITATIONS OF LIABILITY
Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY EQUITABLE OR LEGAL THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE FOR ANY
(a) CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
Securities and Tax Law. THE STRUCTURE OF THE PROPERTY LLC IS THAT OF AN INVESTMENT CLUB, HOWEVER, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THE SAME DIRECTLY AS AN INVESTMENT CLUB. USER UNDERSTANDS AND ACCEPTS THE RISK THAT THE SECURITIES AND EXCHANGE COMMISSION MAY DEEM THE TRANSACTIONS CONTEMPLATED HEREUNDER TO BE DEEMED SECURITIES AND HAS HAD INDEPENDENT COUNSEL AND A CERTIFIED PUBLIC ACCOUNT REVIEW THE TERMS HEREIN AND ACCEPTS THE IMPLICATIONS OF THE STRUCTURE ON USER’S PARTICIPATION NOW AND IN THE FUTURE AND ANY TAX IMPLICATIONS TO USER THAT MAY BE IMPARTED PURSUANT TO THE TRANSACTIONS CONTEMPLATED HEREUNDER. USER BY ITS EXECUTION AND PARTICIPATION ACCEPTS THESE INHERENT RISKS AND IMPLICATIONS.
CONFIDENTIAL INFORMATION
Confidentiality of Agreement. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain (or thereafter becomes part of the public domain through no wrongful action or inaction of the receiving party); (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, members, contractors and consultants who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent legally permissible) and made a reasonable effort to obtain a protective order and limit the disclosure tor; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from termination date of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
GENERAL
Relationship. Other than as specifically agreed to in the Company Agreement, nothing contained in this Agreement shall be construed to create a joint venture or partnership between Mogul and Customer.
Assignability. Customer may not assign any of its rights under this Agreement without the prior written consent of Mogul and Property LLC, and any assignment without such consent is void (unless otherwise set forth in the Company Agreement).
Subcontractors. Mogul may utilize subcontractors or other third parties to perform its duties under this Agreement so long as Mogul remains responsible for all of its obligations under this Agreement.
Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and
sent by certified or registered mail, or insured courier, in each case with return receipt requested, to the appropriate party at the address set forth on the signature page of this Agreement and (in the case of mail) with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section 11.4. Notices are deemed given two business days following the date of mailing.
Force Majeure. If the performance of this Agreement or any obligation hereunder (other than the payment of money) is prevented, restricted, or interfered with by any act of God, strike, or other labor dispute, terrorist act, earthquake, riot, act of war (declared or undeclared), governmental regulation imposed after the fact, pandemic, communication line failure, failure of the public internet, denial of service, power failure, fire, or other disaster, or any other cause or condition beyond its reasonable control, the party so affected will not be liable for, or be considered in breach of or default under this Agreement on account of such prevention, restriction or interference.
Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in the State of Delaware in connection with any action arising out of or in connection with this Agreement. In any dispute arising out of this Agreement, each party does hereby KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVE ITS RIGHT TO A TRIAL BY JURY.
Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under this Agreement could cause Mogul or Property LLC irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Mogul or Property LLC will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect.
Counterparts. This Agreement may be executed in any number of identical counterparts, notwithstanding that the parties have not signed the same counterpart, with the same effect as if the parties had signed the same document. All counterparts will be construed as and constitute the same agreement.
Entire Agreement. This Agreement, including all exhibits, is the final and complete expression of this Agreement between these parties regarding Customer’s use of the Mogul Platform. This Agreement supersedes all previous oral and written communications regarding these matters unless specifically set forth in the Real Estate Purchase Agreement or the Company Agreement. No employee, agent, or other representative of Mogul has any authority to bind Mogul with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Mogul will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Mogul specifically agrees to such provision in writing and signed by an authorized agent of Mogul.
Compliance with the California Consumer Privacy Act (the “CCPA”). To the extent Mogul has access to any consumer personal information of residents of the state of California (as defined in the CCPA), Mogul shall be obligated to comply with this Section 11.12:
The capitalized terms used in this Section 11.12 and not otherwise defined in this Agreement shall have the definitions set forth in the California Consumer Privacy Act of 2018 (codified at Cal. Civ. Code Section 1798.100, et seq.) and its implementing regulations, as amended from time-to-time (“CCPA”).
Mogul does not, and shall not, sell any personal information obtained, processed, or derived by Mogul in the course of performing the Services;
Mogul does not, and shall not, retain, use, or disclose the Personal Information for any purpose other than for the specific purpose of performing the Services, including retaining, using, or disclosing the Personal Information for a Commercial Purpose other than providing the Services;
Mogul does not, and shall not retain, use, or disclose the Personal Information outside of the direct business relationship between Mogul and Customer; and
Mogul understands the foregoing restrictions and will comply with them.
related to personal information provided by Customer to Mogul under the terms of this Agreement, including, but not limited to, responding to a Consumer request for (a) disclosure of specific pieces of such personal information or (b) deletion of such personal information. Customer agrees to provide such written notice as soon as reasonably practicable after determining that action by the Mogul is necessary to meet such obligations. Mogul agrees to provide such assistance in a timely manner to enable Customer to meet its obligations within the relevant timeframes set forth in the CCPA.
[signature page follows]
“Mogul” |
mogul Technologies, Inc. |
Name: Alex Blackwood |
Title: CEO |
Signature: |
Exhibit A Description of Mogul Platform
mogul is a real estate platform applying online technology to the archaic, manual processes of traditional real estate. Our platform serves to eliminate the prohibitive barriers-to-enter for purchasing real estate. We have incredibly low minimums, very low time commitment, liquidity, and additional benefits derived from online application. We offer opportunities to users that are outlined on an opportunity-by-opportunity basis in the Company Agreements.
Our platform processes transactions in USD, and for credit cards, we have no maximum or minimum transaction amount. We utilize ACH bank transfer through our payment provider. As such, you agree to hold bank account with our payment provider, and in future transactions, you agree to debit or credit the account based on intended transaction from the user.
Our return and refund policy:
For refunds or other payments to credit cards, all credit card refunds/payments will be in US dollars. Debit cards issued in Latin America are not eligible for refunds under this policy and instead we recommend using a Visa Credit Card, Mastercard Credit Card, or American Express. The system will attempt to authorize credit cards against the total of the purchase to ensure that the card has adequate funds to cover the amount of the purchase. If the transaction fails, then the online service will provide the appropriate failure message.
If a refund needs to be processed, mogul will then notify an authorized representative of the merchant account holder (credit card company) with the request via email or other medium as may be specified by the merchant account holder. The notified party will authorize or deny the refund request. Refunds will be processed for the full amount of the payment (including fees assessed). Refunds are issued on the same payment instrument on which the original transaction was processed. Refunds are not immediate and may take up to forty-five days from submission to be processed. Refunds are subject to all terms of the merchant account holder. All refunds and payments are additionally subject to the terms of the User Agreement.
The following details are required and must be on file with mogul in order to process a refund request:
Customer Name
Transaction Date
Transaction ID/Confirmation Number
Transaction Amount
Contact Phone Number
For refunds or other payments to ACH, all ACH refunds/payments will be in US dollars. The system will attempt to authorize bank accounts against the total of the purchase to ensure that the bank account has adequate funds to cover the amount of the purchase. If the transaction fails, then the online service will provide the appropriate failure message.
If a refund needs to be processed, mogul will then notify an authorized representative of the bank with the request via email or other medium as may be specified by the bank. The notified party will authorize or deny the refund request. Refunds will be processed for the full amount of the payment (including fees assessed). Refunds are issued on the same payment instrument on which the original transaction was processed. Refunds are not immediate and may take up to sixty days from submission to be processed. Refunds are subject to all terms of the bank. All refunds and payments are additionally subject to the terms of the User Agreement.
The following details are required and must be on file with mogul in order to process a refund request:
Customer Name
Transaction Date
Transaction ID/Confirmation Number
Transaction Amount
Contact Phone Number