Terms of Service

Welcome to Quiet Homes Inc., a Delaware corporation (“Quiet Homes”, “we”, “us” or “our”). The following terms and conditions (these “Terms”) apply to your use of our website at quiethomes.com and its member portal, and to all content, functionality and services offered through them (collectively our “Service”), whether used as a guest or a registered end-user. THESE TERMS CONTAIN A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THESE TERMS, YOU AND Quiet Homes AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SERVICES INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THESE TERMS (INCLUDING ITS DISPUTE RESOLUTION TERMS). Our Service may allow you to post content on or interact with platforms and products provided by other parties. Your use of such third-party platforms shall be subject to separate agreement between you and each such third-party. Nothing contained in such third-party agreements shall override these Terms.

1. Acceptance of the Terms of Service

You hereby agree to accept these Terms by (a) either using our Service, or (b) by opening an account under a username (“Account”). BEFORE YOU DO EITHER OF THOSE, PLEASE READ THESE TERMS CAREFULLY. By using our Service, you accept and agree to be bound and abide by these terms. If you do not want to agree to these Terms, you must not use our Service or set up an Account. You also agree to abide by other Quiet Homes rules and policies, including our Privacy Policy (which explains what information we collect from you and how we protect it) that are expressly incorporated into and are a part of these Terms. Please read them carefully. Once these Terms begin to apply to you, you are bound by them until they no longer apply (see Section 16 (Termination and Cancellation)).

2. Changes to the Terms of Service

We may update these Terms from time to time. Please check this page regularly to note changes to our Terms. We may send you links to inform you of the changes we make. Your continued use of our Service following our website updates (whether on your future logins or otherwise) or emails to you in respect of the revised Terms shall be deemed acceptance of the changes to the Terms.

3. Accessing our Services and Account Security

To access certain parts of our Service and to obtain our Services, you will be asked to provide registration details, including your name and email, and other information to create an Account. You promise that all the information you provide in Account set-up will be correct, current, and complete. Please treat your log-in information (other than username) as confidential as you are responsible for all transactions conducted and communication transmitted while your log-in credentials are being utilized. You may only access our Services through your own account. Users do not own their Accounts. Sharing of Accounts is a breach of these Terms. As part of your Account profile, you may display an avatar or a username. We reserve the right to change your display name if we deem it offensive, misleading, potentially infringing the rights of third parties.

4. Services-What We Provide

Quiet Homes provides a Registry that helps homeowners connect with prospective buyers and prospective buyers connect with homeowners for the purpose of discussing a private real estate transaction. Features of our Service include registration, back end support, matching, contact relationship management, and search functionality as found on the website. Our Service is accessible via web and is intended solely for a member’s own use, for the purpose of a private home sale or purchase. We grant you, during the Term (as defined), a revocable, non-exclusive, right and license to use our Service through any method by which you access the Internet, subject to your compliance with these Terms. You may be able to post comments or correspond through the Website. All comments and correspondence shall be subject to the terms under Section 6 (Intellectual Property Rights) below. You understand our Service is meant for adults, and you must be of legal age in your jurisdiction to open an Account. Without parental or guardian consent, those below legal age should not access, use, or post comments in our Platform. We retain the right, solely at our discretion, to decline your use of our Service, suspend or terminate your Account, modify any content that has been published through the Services. We may interact with you in accordance with applicable laws and the features available through our Service. For instance, we may request your consent for email notifications from the website. You have the right to change what you receive by modifying the settings in our Service. As per our disclaimers set out under Section 13 of these Terms, we provide our Service “As Is”. You may be offered different versions (e.g. beta or final) of certain features of the Website as part of our Service. You may have different functionality offered to you in different versions. You use each version at your own discretion and risk.

5. Fees and Payment

Registering with Quiet Homes and using the registry is free for buyers and owners. Quiet Homes does not sell subscriptions, does not take payments through our Service, and takes no commission, fee or share of any sale. If you ask a licensed real estate salesperson for help with a match, any compensation for that help is set out in a separate written agreement with their brokerage, not under these Terms.

6. Intellectual Property Rights

Our Service may utilize and contains technology, capabilities and certain content provided by us as well as our licensors (our “Intellectual Property”) that may be subject to copyrights, patents, trademarks, moral rights, and other intellectual property rights relating thereto in all countries (our “Intellectual Property Rights”). Quiet Homes and its licensors retain all right, title, and interest in our and their Intellectual Property respectively. As you provide information, documents and pictures through our Service (“Your Content”), you keep ownership of Your Content. Quiet Homes treats Your Content as confidential. It is used to operate the registry, to verify registrants, and to make introductions, and it is shared only as described in our Privacy Policy; details of a home are shared with a buyer only in stages agreed with its owners. You grant Quiet Homes and its service providers a limited, non-exclusive, royalty-free license to store, process, and display Your Content for those purposes (“Our Use”). Quiet Homes does not publish Your Content or use it in marketing without your permission. You represent and warrant that: (a) you have the requisite rights, including Intellectual Property Rights, to utilize and display all Your Content; (b) you are duly authorized to grant us and our service providers rights for Our Use; (c) Our Use of any of Your Content is not in violation of any agreement or understanding you have entered into with another party (e.g. you’re only taking pictures of your own assets and uploading information that is yours to upload); (d) Your Content does not violate these Terms or the rights (Intellectual Property Rights or otherwise) of any third-party and will not cause injury to any person or entity (e.g., you will not upload pictures of minors or provide details in respect of persons or locations in respect of which you cannot share information). You acknowledge that if you do not have the right to submit Your Content for such use, it may subject you to liability. Quiet Homes takes no responsibility and assumes no liability for any of Your Content or content provided on the Platform by a third-party. Quiet Homes has the right but not the obligation to monitor and edit or remove any of Your Content. Quiet Homes RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY OF YOUR CONTENT AT ITS DISCRETION, WITH OR WITHOUT NOTICE TO YOU.

7. Feedback

If you provide Quiet Homes with any Feedback (as defined below), you hereby grant Quiet Homes a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Quiet Homes or its agents that relates to our Service. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that we are not required to make any use of any Feedback that you provide. You agree that if we make use of your Feedback, we are not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to us to grant us and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.

8. Restrictions and Quiet Homes Responses

You agree that in respect of our Service, you will not:

• (a) bypass, undermine or interfere with security measures of our Service or with features that limit or restrict the copying or usage of any proprietary material or features which enforce usage constraints our Service;
• (b) introduce, share, or send any unrequested or unauthorized promotions, advertisements, spam, chain mails, or any solicitation forms;
• (c) manipulate any TCP/IP packet details or any header information in any communication or misuse our Service to share false or misleading source-identifying information;
• (d) share or distribute through our Service any content, including in Your Content, that is unlawful, misleading, obscene, incites illegal activity, harmful, threatening, harassing, defamatory, libelous, crude, violent, hateful or that comprises symbols or objects of hatred, invades another's privacy, contains explicit (e.g. nudity, pornography) content, promotes hate speech, or is deemed objectionable by a reasonable standard;
• (e) distribute or send through our Service any malicious software or any code, files, or programs meant to interrupt or damage computer software, or disrupt any user's access to Services or any network operations;
• (f) use unsanctioned methods to alter or redirect, or attempt to change or redirect, any aspect of our Service;
• (g) actually do or try to disrupt or hinder any of our Service’s web pages, connected servers or networks, or the technical systems of Quiet Homes’ service providers;
• (h) try to detect, scan, or test any vulnerabilities of our Service or any Quiet Homes system or network, or breach or override any security or authentication protections for our Service;
• (i) decipher, decode, disassemble or reverse engineer any software powering our Service or attempt such actions;
• (j) gather or store personal data about other users without their clear consent;
• (k) pretend to be someone else or falsely represent your association with any entity;
• (l) access our Service in ways that are not authorized by this Agreement;
• (m) endanger or attempt to endanger minors;
• (n) sell or distribute our Service or any of its parts;
• (o) use robots, scripts, or manual methods to copy or “scrape” material from any part of the Service;
• (p) mimic our Service’s features or produce effects similar to our Service’s effects, or create competing products or technologies using our intellectual property;
• (q) breach any applicable laws; or
• (t) frame, mirror, or otherwise incorporate any part of our website into another website, app, or service without our prior written consent.

We reserve the right to terminate your Account immediately if your violation of any of the foregoing is non-trivial or in our discretion, harmful to the public, us, any other Account holder, or our licensors.

9. Representations

In addition to the representation about your age above in these Terms, you represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of any of our Services will fully comply with all applicable laws and regulations, and that you will not access or use our Services to conduct, promote, or otherwise facilitate any illegal activity.

10. Links

You may link to publicly available portions of our Service if you do so in a way that is fair and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. As per our restrictions, our Service must not be framed on any other website or service. We reserve the right to withdraw linking permission without notice. If our Service contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

11. Indemnification

This section only applies to the extent permitted by applicable law. You agree to defend, indemnify, and hold harmless Quiet Homes, its affiliates, and licensors, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) resulting from (a) any claim that, if true, would constitute a breach by you of these Terms or negligence by you, (b) any act by you in using our Service, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from use of Your Content. You hereby agree to reimburse Quiet Homes on demand for any defense costs incurred by Quiet Homes and any payments made, or loss suffered by Quiet Homes, whether in a court judgment or settlement, based on any matter covered by this indemnification obligation.

12. Limitation of Liability

Some countries, states, provinces, or other jurisdictions do not allow the exclusion of certain warranties, or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions. To the full extent permissible by law, Quiet Homes will not be liable for any loss of profits or any indirect, incidental, punitive, special, or consequential damages arising out of or in connection with these Terms. Further, to the full extent permissible by law, Quiet Homes’ aggregate liability arising out of or in connection with these Terms will not exceed the total amounts you have paid (if any) to Quiet Homes directly under these Terms during the twelve (12) months immediately preceding the events giving rise to such liability, and in the absence of any payment by you to Quiet Homes, $100. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

13. Disclaimer

OUR SERVICE AND ALL INFORMATION, CONTENT AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR SERVICE ARE PROVIDED BY QUIET HOMES ON AN “AS IS” AND “AS AVAILABLE” BASIS. QUIET HOMES MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR SERVICE. TO THE FULL EXTENT PERMISSIBLE BY LAW, QUIET HOMES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. QUIET HOMES DOES NOT WARRANT THAT OUR SERVICE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH OUR SERVICE, QUIET HOMES’ SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM QUIET HOMES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. QUIET HOMES PROVIDES NO GUARANTY THAT OUR CONTENT OR PERFORMANCE WILL MEET ANY OBJECTIVE OR SUBJECTIVE STANDARD OR ANY CRITERIA. YOUR RELIANCE ON ANY FEATURE OR BENEFIT, INCLUDING ACCURACY AS RELATED TO LOCATIONS, INFORMATION SHARED BY ANY THIRD PARTY, THIRD PARTY’S ABILITY TO PROCESS YOUR INSTRUCTIONS APPROPRIATELY, OR THIRD PARTY’S USE OF YOUR INFORMATION IN A MANNER THAT IS SOLELY FOR YOUR BENEFIT, IS STRICTLY AT YOUR OWN RISK. WE DO NOT IN ANY WAY TAKE ANY RESPONSIBILITY IN RESPECT OF ANY THIRD PARTY CONTRACTORS OR SERVICE PROVIDERS, OR ANY OTHER PERSON WHO HAS A ROLE IN HANDLING YOUR INFORMATION OR ASSETS OR MATERIALS. WE DO NOT ENDORSE ANY PERSON, PRODUCT, END-USER IN ANY WAY. YOU ENGAGE IN ALL ACTIVITIES USING OUR SERVICE AT YOUR OWN RISK.

14. Governing Law

Any dispute or claim by you arising out of or related to these Terms shall be governed by the laws of the State of Delaware, exclusive of its choice of law rules.

15. Arbitration and No Class Action

Except for our ability to seek an injunction against you in any court to prevent any imminent harm against Quiet Homes or its users, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, shall be settled by binding arbitration subject to the U.S. Federal Arbitration Act (“FAA”), federal arbitration law and in accordance with the rules of the American Arbitration Association. The arbitrator’s decision is final, except for a limited review by courts under the FAA, and can be enforced like any other court order or judgment. Individual Arbitration. The arbitration shall be conducted on an individual basis, and not as a class, consolidated, or representative action. The arbitrator(s) shall have no authority to proceed with arbitration on a class or representative basis. Any relief awarded by the arbitrator(s) shall be individualized to the claimant and shall not affect any other party. No Class Action. To the fullest extent permitted by applicable law, no arbitration or claim under these Terms shall be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of our Services, and no class arbitration proceedings shall be permitted. You agree to waive any right you may have to commence or participate in any class action against us related to any claim and, where applicable, you also agree to opt out of any class proceedings against us. Arbitrator Authority. The arbitrator(s) shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement, including any contention that all or any part of this arbitration agreement is void or voidable. Severability. If any provision of this arbitration clause is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced. Execution. This arbitration and no class action clause shall be effective upon acceptance by you of these Terms and shall survive the termination or expiration of these Terms.

16. Termination and Cancellation

Without limiting any other remedies, we may refuse access to our Service or may limit, suspend, modify, delete, or terminate your Account without notice for any reason, including, but not limited to, a suspected violation of these Terms, of the terms of our service providers, as determined by us in our sole discretion. You may lose your username, password and all related entitlements, information, and files associated with your Account, as a result of Account termination, without responsibility on the part of Quiet Homes for any damage that may result from the foregoing, and Quiet Homes is under no obligation to compensate you for any such losses or results. We are not obligated to retain or forward any information related to your Account. If you cancel or delete your Account, Your Content, to the extent stored on our Service, will be deleted and not be retrievable. Any termination of your Account will not negate your obligations under these Terms. Sections 6, 7, 9, 11, 14-19 shall continue to apply after your Account is terminated.

17. Waiver

No waiver of these Terms by Quiet Homes shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Quiet Homes to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Miscellaneous

These Terms and any document or information referred to in these Terms constitute the entire agreement between you and Quiet Homes relating to the subject matter covered by these Terms. All other communications, proposals, and representations with respect to the subject matter covered by these Terms are excluded. As these Terms are personal to you, you may not assign these Terms or transfer any of your rights or duties under it without our prior written consent. A person who is not a party to these Terms shall have no right to enforce any terms herein. The original of these Terms is in English. You waive any right you may have under the law of your country to have these Terms written or construed in the language of any other country. These Terms describe certain legal rights. You may have other rights under the laws of your jurisdiction. These Terms do not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in these Terms may not apply to you because your jurisdiction may not allow them in your circumstance. If certain provisions of these Terms are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms herein shall continue to apply.

19. Third-Party Terms

Some parts of our Service are provided by other companies, such as our identity-verification and electronic-signing providers. When you use one of those services, it may present its own terms, and those terms apply to your use of that service. Questions about our Service should be directed to [email protected].