Sundae Customer Terms and Conditions
These Terms and Conditions (these “Terms”) apply to all Sundae customers.
If you are requesting access to information about Sundae‘s properties (including our mailing and other distribution lists) on behalf of yourself only, this agreement is between Sundae and you, personally. If you are requesting access on behalf of your employer, as an independent contractor on behalf of your contracting principal, or as an agent for any entity, this agreement is between Sundae, you personally, and your company. In that case, “you” means you and your company, unless context requires otherwise. By requesting access as contemplated herein, you represent and warrant that you are duly authorized to represent your company and execute this Agreement on its behalf.
Sundae provides customers with the opportunity to purchase distressed real property assets on its web platform and through its network (the “Assets”), which Assets Sundae has spent considerable resources to locate and make available for purchase. Therefore, Customer agrees not to contact, directly or indirectly, the owner of any Asset (or any agent or representative thereof) for a period of one year following the date when (i) the asset is listed for sale on Sundae’s website; or (ii) Sundae otherwise informs the Customer of the Asset’s availability for purchase, whichever is later.
If a seller reports to Sundae that you have contacted them directly by any means, including but not limited to phone, email, or in-person at their property, you will be immediately removed from the web platform. Furthermore, if you purchase a property advertised on our web platform within one year of the advertising date without paying the stated buyer premium, you will also be immediately removed without the possibility of reinstatement. This ban from our platform applies to any future business entity that you are a member of as well.
Customer understands that by accessing the Sundae Marketplace to view investment properties (the "Purpose"), Customer may view or receive non-public information, which could reasonably be inferred to be confidential or proprietary in nature. “Confidential Information” means any information or materials disclosed by Sundae to Customer that: (i) if disclosed in writing or in the form of tangible materials, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) if disclosed orally or by visual presentation, is identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by Sundae to Customer within thirty (30) days after any such disclosure; or (iii) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be "confidential" or "proprietary" or "personally identifiable information," including any information relating to Assets or other customers that could potentially be used to identify a particular person or company. Customer agrees: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the Purpose. Customer may disclose Confidential Information to its employees and consultants who have a bona fide need to know such Confidential Information for the Purpose, but solely to the extent necessary to pursue the Purpose, and for no other purpose; provided, that each such employee and consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein. All Confidential Information remains the sole and exclusive property of Sundae. Customer acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to Customer, by license or otherwise, in or to any Confidential Information of Sundae, or any patent, copyright or other intellectual property or proprietary rights of Sundae, except as specified here. Customer acknowledges that the unauthorized use or disclosure of any Confidential Information would cause Sundae to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain. Accordingly, Customer agrees that Sundae will have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to any other rights or remedies that it may have at law or otherwise.
3. Use of Certain Service Providers.
To ensure a timely and efficient closing, Sundae uses certain preferred settlement service providers. In the event that Customer obtains the right to purchase an Asset in the Sundae network, the Asset’s purchase and sale agreement (“PSA”) and Sundae’s assignment of that agreement will identify these service providers and require that Customer use them to facilitate the close of escrow. These service providers may include, but are not limited to, escrow, title, property insurance, bridge or rental mortgage loan and resale brokerage. The fees charged by these service providers will be disclosed on or before the close of escrow. Customer hereby assumes the obligation to investigate the fees charged by any service provider identified in the PSA or assignment agreement before agreeing to assume Sundae’s obligations under the PSA.
4. No Agency.
Customer agrees and acknowledges that Sundae is acting on its own behalf, and is not acting as Customer’s agent or broker in connection with the sale of an Asset, the assignment of a PSA from Sundae to Customer, or in the brokering or arranging of any mortgage loan to Customer to facilitate the acquisition of an Asset. Sundae does not have and will not be deemed to have any fiduciary relationship with or fiduciary obligations to Customer as a result of the transactions described herein. Customer agrees and acknowledges Customer has not relied on any advice from Sundae (whether legal or professional) and has sought Customer’s own legal and professional advice before agreeing to these Terms.
5. Business Purpose Representation.
Customer represents and warrants that it is in the business of investing in residential real estate, and that Customer has no intention to, nor will it ever, occupy any Asset acquired through Sundae’s network. Neither Customer, nor any member, officer, director, employee, agent, or any family member of the foregoing, will occupy the Asset or acquire the Asset for personal, family, or household use.