INTELLECTUAL PROPERTY. The Website is protected by copyright, trademark, and other laws of the United States and foreign countries.  Except as expressly provided in this Agreement, Serhant and our licensors exclusively own all right, title, and interest in and to the Website and all Content, including all associated intellectual property rights.  You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Website. The Website contains material, such as software, text, graphics, images, and other material provided by or on behalf of Serhant (collectively referred to as the “Content”).  The Content may be owned by us or third parties.  The Content is protected under both United States and foreign laws.  Unauthorized use of the Content may violate copyright, trademark, and other laws.  You may view all Content for your own personal, non-commercial use.  No other use is permitted without the prior written consent of Serhant.  We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content.  You must retain all copyright and other proprietary notices contained in the original Content.  You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.  The trademarks, service marks, and logos of Serhant (the “Serhant Trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Serhant.  Other company, product, and service names located on the Website may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Serhant Trademarks, the “Trademarks”).  Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use.  Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing.  All goodwill generated from the use of Serhant Trademarks inures to our benefit.Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.  None of the Content may be retransmitted without our express, written consent for each and every instance.If you or any permitted user under your account provides us with feedback, comments, and suggestions with respect to the Website or our good and services (including, without limitation, our Courses, as defined below) (“Feedback”), you hereby agree that we will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback in perpetuity without compensation or attribution to you or any third party.  You represent and warrant to Serhant that any Feedback or other information that you provide to us via the Website or any other communication to Serhant (collectively, “User Content”) that (i) the User Content is your original creation (or that you otherwise have the right to provide the User Content to Serhant), (ii) you have the rights necessary to grant the us the right to use the User Content as described in this paragraph, and (iii) the User Content and its use by Serhant and our content partners as permitted hereunder does not and will not infringe or misappropriate the intellectual property or moral rights of any third party.  You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the representations and warranties in the immediately preceding sentence.

SMS MESSAGING DISCLOSURE. By providing your phone number and consenting to receive text messages, you agree to receive SMS communications from us. These messages may include but are not limited to:

NO WARRANTIES; LIMITATION OF LIABILITY.THE WEBSITE AND ALL CONTENT, PRODUCTS, SERVICES, COURSES AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, SUITABILITY, TIMELINESS AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERHANT DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS WEBSITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.THE WEBSITE, ALL CONTENT, AND OUR COURSES ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY.  WE MAKE NO REPRESENTATION, WARRANTY OR COVENANT THAT INDIVIDUALS ENROLLED IN OUR COURSES ARE GUARANTEED TO, OR EVEN LIKELY TO, ACHIEVE ANY RESULTS, EARNINGS, OR PROFITS WHATSOEVER.  ANY STATEMENTS REGARDING RESULTS, EARNINGS, OR PROFITS BY RYAN SERHANT, ANYONE ON THE SERHANT TEAM, OR ANY THIRD PARTY IN CONNECTION WITH OUR COURSES, ARE PROVIDED AS EXAMPLES ONLY, FOR EDUCATIONAL PURPOSES, AND ARE NOT GUARANTEES, CERTAINTIES, OR ASSUMPTIONS.  WE DO NOT REPRESENT THAT OUR COURSES WILL PREPARE YOU FOR ANY ENTERPRISE, VENTURE, OR UNDERTAKING.  WE DO NOT REPRESENT OR WARRANT THAT PAST PERFORMANCES ARE INDICATIVE OF FUTURE RESULTS OR AVERAGE RESULTS.   YOUR RESULTS AND INCOME MAY VARY SIGNIFICANTLY FROM OTHERS ENROLLED IN THE COURSE. YOU ACKNOWLEDGE AND AGREE THAT REAL ESTATE TRANSACTIONS VARY SIGNIFICANTLY ACROSS JURISDICTIONS, AND, FURTHER, THAT THE INFORMATION PROVIDED IN OUR COURSES IS BASED ON THE NEW YORK CITY MARKET, AND MAY OR MAY NOT BE APPLICABLE IN OTHER JURISDICTIONS.  WE DO NOT PROVIDE FINANCIAL, ACCOUNTING, SECURITIES, TAX OR LEGAL ADVICE.  YOUR USE OF OR RELIANCE ON ANY INFORMATION OR MATERIALS PROVIDED IN CONNECTION WITH OUR COURSES IS AT YOUR OWN RISK.IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITE, THE PRODUCTS, THE SERVICES, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITE, THE PRODUCTS, THE SERVICES, THE COURSES AND/OR THE CONTENT SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY YOU TO SERHANT FOR THE PRODUCTS, SERVICES, OR COURSES GIVING RISE TO THE CLAIM(S), OR, IF NO AMOUNTS HAVE BEEN PAID, ONE HUNDRED UNITED STATES DOLLARS (US $100).  SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.

PURCHASES, OTHER TRANSACTIONS, AND ADDITIONAL TERMS AND CONDITIONS. All purchases through our Website or other transactions for the sale of goods, services, or information carried out through the Website, or resulting from visits made by you, are governed by our Terms of Sale, which are hereby incorporated into these Terms of Use.

COMPLIANCE WITH APPLICABLE LAWS.The Website is based in the United States.  We make no claims concerning whether the Website is accessible, or whether Content may be downloaded, viewed, or be appropriate for use, outside of the United States.  Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

CONTROLLING LAW.These Terms of Use and any action related thereto will be governed by the laws of the State of New York without regard to principles of conflicts of laws in respect of litigation arising out of this Agreement, waiving all defenses in respect of jurisdiction, forum and venue.

BINDING ARBITRATION. In the event of a dispute arising under or relating to these Terms of Use or the Website (each, a “Dispute”), either you or Serhant may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”).  Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER YOU OR SERHANT CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION.  ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION.  All Disputes will be resolved before a neutral arbitrator selected jointly by you and Serhant, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS or AAA (American Arbitration Association) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS or AAA Streamlined Arbitration Rules and Procedures. All applicable JAMS rules and procedures are available at the JAMS website com.  All applicable AAA rules and procedures are available at the AAA website www.adr.org.  Each of you and Serhant will be responsible for paying filing, administrative, and arbitrator fees in accordance with JAMS or AAA rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.  The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside.  The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration.  As set forth in Section 9below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

CLASS ACTION WAIVER.You understand and agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU UNDERSTAND AND AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York for purposes of any such action by us

EXTERNAL SITES.The Website may contain links to third-party websites (“External Sites”).  These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites.  The content of such External Sites is developed and provided by others.  You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.  We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites.  You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs.  If you decide to access linked External Sites, you do so at your own risk.

CHANGES TO THESE TERMS OF USE.We may change these Terms of Use from time to time without notice.  Any such changes will be posted on the Website.  By accessing the Website after we make any such changes to the Terms of Use, you are deemed to have accepted such changes. No failure or delay by Serhant in exercising any right or remedy under these Terms of Use will operate, or be deemed to operate, as a waiver of any such right or remedy.  If any provision of these Terms of Use is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of these Terms of Use will remain in full force and effect.  These Terms of Use constitute the final and complete agreement between you and Serhant regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of these Terms of Use.

HOW TO CONTACT US. If you have questions about these Terms of Use, please contact us via email at hello@sellit.com.