Effective Date: April 16, 2025
(1) SCOPE
These Broker and Seller Participation Terms (the “Terms”) govern the use of the online property listing and sales websites (the “Websites”) maintained by Apex Commercial Exchange, LLC and its affiliates, subsidiaries, and designated representatives (together, “Company,” “we,” “us,” or “our”). These Terms apply to all property listings (each, a “Listing”) posted on the Websites by property owners (each, a “Seller”) or by parties authorized to act on their behalf, including licensed real estate brokers (each, a “Listing Party”). “Buyers” are individuals or entities that submit offers accepted by Sellers via the Websites. Where appropriate, the terms “Buyer,” “Listing Party,” and “Seller” also refer to their respective Representatives (as defined herein).
These Terms are in addition to the Website’s general Terms of Use, Privacy Policy, and any specific agreement entered into between Company and the Listing Party (collectively, the “Supplemental Terms”). Together, these govern all use of the Websites. By using the Websites, Listing Parties agree to comply with and be bound by these Terms and all applicable Supplemental Terms.
We reserve the right to amend these Terms and any Supplemental Terms at any time. Such changes may be communicated via the Websites or directly to Listing Parties via email or other notices. Continued use of the Websites following any update constitutes acceptance of the revised Terms.
(2) REGISTRATION
All Listing Parties must register an account with Company in order to post Listings. Required registration information includes:
We reserve the right to reject any registration, request additional documentation, or suspend an account at our sole discretion. We do not currently charge a registration fee, though we reserve the right to implement fees at any time with prior notice.
(3) PLATFORM
(a) Required Listing Information
Listing Parties must submit detailed, accurate, and current information for each Property. This includes, but is not limited to:
(b) Disclosure and Licensing Compliance
If a Listing Party is a licensed broker, it must comply with all disclosure and licensing regulations in the jurisdictions in which the Properties are located (“Broker’s Jurisdiction”). If not a licensed broker in a particular jurisdiction, the Listing Party must retain a licensed co-broker authorized to act within that state or locality.
(c) Confidentiality
Listing Party acknowledges, understands, and agrees that Company may make any of the Listing Information available to users that have executed the “Confidentiality Agreement”, which the Website makes available and accessible to users.
(d) Contact Information
Listing Party acknowledges, understands, and agrees that Listing Party’s contact information, name, and other applicable information will be listed on each Property Page on the Website. Listing Party will be responsive to users making inquiries about Listings and will be listed as the primary contact for any such questions regarding each of its Listings. Listing Party further agrees to provide its contact information to Company, including its broker license number (if applicable).
(4) LISTING
By submitting a Listing on the Website, Listing Party represents, warrants, and covenants that:
To the extent that Listing Party is a real estate broker, Listing Party covenants and agrees that it shall immediately notify Company if (1) any of the Regulatory Permissions are terminated or are no longer in effect, (2) it has received written notification that any of the Regulatory Permissions may be terminated, and/or (3) an event has occurred that can reasonably be expected to cause the termination of any of the Regulatory Permissions. Notwithstanding the foregoing, where Listing Party is not licensed in a particular Broker’s Jurisdiction, Listing Party may engage a co-broker licensed in such jurisdiction to assist with the marketing and sale of the Property through the Website.
Listing Party understands, agrees, and acknowledges that the information contained in each Listing and the Listing Information is the sole responsibility of Listing Party and has not been verified or approved by the Company, and the Company makes no representations or warranties whatsoever about the accuracy or completeness of any Listing or Listing Information or any of the information contained therein. The Company reserves the right, in its sole and absolute discretion, to modify, remove or deactivate any Listing for any or no reason at any time.
(a) License
By submitting Listing Information, the Listing Party grants Company a perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, publish, display, distribute, and adapt the Listing Information for promotional and operational purposes. All intellectual property rights associated with the Websites—including but not limited to branding, software, logos, and trademarks—are owned exclusively by the Company. Use of these materials without express written permission is prohibited.
(b) No Representation, Warranty or Guaranty
Listing Party acknowledges, understands and agrees that any Services are furnished as is, where is, with all faults and without warranty of any kind, express or implied, including any warranty of merchantability or fitness for any particular purpose. Listing Party further acknowledges, understands and agrees that nothing contained herein or in any Supplemental Terms constitutes a guaranty, representation, warranty, or claim by Company, whether express or implied, with respect to whether Listing Party’s use of the Website will impact the success of any Listing or otherwise increase the likelihood that any Property will be sold.
(c) Insurance
At all times during the term of this Agreement, Listing Party shall maintain a valid and current errors and omissions policy or policies of insurance in commercially reasonable amounts. Upon request, Listing Party shall deliver to the Company certificates of such insurance policy or policies evidencing the coverage under each such policy.
(5) ELIGIBILITY
By using the Website, Listing Party (or, where Listing Party is an entity, the individual acting with authority on behalf of Listing Party) represents that Listing Party (or such individual) (i) is over the age of eighteen (18), and (ii) has the capacity and authority to enter into valid and legally-binding contracts. Use of the Website is prohibited for individuals under the age of eighteen (18) and for entities and individuals not actively registered on the Website or whose registration on the Website has been revoked and not reinstated.
(6) PRIVACY TERMS AND CONDITIONS
Use of the Website may require that Listing Party register and disclose certain Personally Identifiable Information (“PII”) through the Website. Company will only store Listing Parties’ PII to the extent necessary for Listing Party’s use of the Website. More information regarding privacy may be found in our Privacy Policy (acexchange.com/privacy-policy).
(7) GENERAL TERMS AND CONDITIONS
(a) DISCLAIMERS
NEITHER THE COMPANY AND/OR ANY OF ITS RESPECTIVE REPRESENTATIVES, AGENTS, EMPLOYEES, PRINCIPALS, AFFILIATES, DIRECTORS, OFFICERS, MANAGERS, ATTORNEYS, ADVISORS AND SUBSIDIARIES (“REPRESENTATIVES”) MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY LISTING, PROPERTY, INFORMATION RELATED TO ANY LISTING OR PROPERTY, THE SUFFICIENCY OF ANY INFORMATION AND/OR DOCUMENTS ON THE WEBSITE OR AFFILIATED WITH ANY LISTING OR PROPERTY, THE EFFECTIVENESS OF THE WEBSITE FOR SELLING OR MARKETING PURPOSES OR THE FUNCTIONALITY OF THE WEBSITE OR THE MANNER IN WHICH ANY PROPERTY OR LISTING IS PRESENTED ON THE WEBSITE. LISTING PARTY IRREVOCABLY RELEASES THE COMPANY AND ITS REPRESENTATIVES FROM ANY AND ALL CURRENT OR FUTURE CLAIMS AGAINST THE COMPANY AND ITS REPRESENTATIVES. THIS WAIVER INCLUDES ANY AND ALL CLAIMS OF WHICH LISTING PARTY IS CURRENTLY UNAWARE, REGARDLESS OF WHETHER SUCH CLAIMS WOULD AFFECT LISTING PARTY’S RELEASE OF THE COMPANY OR ANY OF THE COMPANY’S REPRESENTATIVES.
LISTING PARTY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SUBSTANTIALLY SIMILAR STATE STATUTES IN OTHER JURISDICTIONS), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Listing Party hereby agrees to indemnify, defend, and hold harmless the Company and the Company’s Representatives (collectively, the “Indemnified Parties”) for, from, and against any and all actions, claims, costs, losses, liabilities demands, and causes of action including expenses of litigation and attorneys’ fees and costs (collectively, “Claims”) arising out of or resulting from, either directly or indirectly, any negligent or wrongful acts of Listing Party or from any actions of Listing Party in violation of these Terms or any Supplemental Terms by Listing Party’s affiliates, officers, agents, or employees, including, but not limited to, providing false or misleading information to any user or to any other person or entity.
If any claims are brought against Listing Party by any Indemnified Party, which such claims arise from or in connection with these Terms, the General Terms, the Privacy Terms, and/or any Listing, Listing Party agrees that it shall reimburse the Indemnified Party for any losses incurred by such Indemnified Party including, without limitation, any attorneys’ fees and costs, with respect to any such claims.
(b) Online Venue
The Website is an online venue and a tool for Listings to be shared by the applicable Listing Party and does not itself function as a Listing Party or agent of any Listing Party or any Listing.
(c) Refusal of Service; Cancellation of Listings
Company reserves the right in its sole and absolute discretion to (i) refuse service to any individual or entity, at any time, (ii) impose conditions on submitting Listings to the Website or accessing the Website, (iii) cancel any Listing at any time, whether or not such Listing has already been listed on the Website, or (iv) prohibit any proposed Listing.
(d) Forum; Choice of Law
These Terms shall be governed and construed in accordance with the laws of the State of Delaware and any disputes arising under these Terms shall be adjudicated in the state and federal courts located in Wilmington with the exception of disputes arising from, or in relation to, Properties located in the State of California, in which case such disputes shall be governed and construed in accordance with the laws of the State of California.
(e) Marketing; No Offer to Solicit or Sell
From time to time, Company may provide marketing materials, including digital advertisements, emails, flyers, and postcards. These materials, and any information posted on websites, shall not constitute an offer to sell any Property or a guaranty that such Property will be sold.
(f) Waiver of Class Action
Any suit brought by an individual and/or entity against Company and/or any of their respective Representatives must be brought in that individual’s or entity’s sole capacity. Use of the Website and any associated services with respect to the Website constitutes a waiver of any class action proceedings.
(g) Intellectual Property
Any and all images, names, logos, trademarks, and other marks displayed on the Website (collectively, the “Website Marks”) are the sole property of Company and may not be transferred to, or used or displayed by, any person without the prior written consent of Company. Where Company authorizes such use, Listing Party shall include a trademark attribution notice giving notice of the ownership of such Website Mark(s) in the materials in which they appear.
(h) Compliance with Laws and Regulations
Listing Party and any associated broker(s), affiliates and representatives are responsible for compliance with all applicable laws and regulations, including, but not limited to, the procuring of all licenses, governmental certificates and permits and the filing of business applications and other papers and the payment of all fees or other charges as may be required by such laws, rules, and regulations (collectively, “Legal Requirements”). By using the Website, Listing Party agrees to act fairly, honestly, and in good faith. Any attempts by Listing Party to use the Website in bad faith or in such a way that would violate any Legal Requirements may result in a complete and permanent revocation of Listing Party’s the Website registration. By using the Website, Listing Party agrees to refrain from submitting any harmful, misleading, fraudulent, or otherwise unlawful materials. Any offers for a Listing are void where such offers are prohibited by law. In the event that any Listing or sale of Property requires registration under any state securities law, such registration must be completed and verified by the applicable Seller in such Seller’s sole and absolute discretion prior to consummating any sale.
By using the Website, Listing Party represents he, she or it and any entity of which Listing Party is acting on behalf have knowledge of, and are in compliance with: (1) the economic sanctions laws of the United States administered by the Office of Foreign Assets Control (“OFAC”), Department of State, and by the Department of the Treasury, and in this regard, Listing Party represents that (a) neither Listing Party nor any entity of which Listing Party is acting on behalf is 50% or more owned (directly or indirectly) by any individual or entity on OFAC’s List of Specially Designated Nationals and Blocked Persons, and (b) neither Listing Party nor any entity of which Listing Party is acting on behalf owns 50% or more of an entity on the OFAC’s List of Specially Designated Nationals and Blocked Persons, (2) applicable anti-bribery, anti-money laundering, or anti-corruption laws or regulations whether of the United States or of any other jurisdiction where Listing Party or any entity of which Listing Party is acting on behalf conducts business or has a legal presence, (3) the export control laws of the United States administered by the United States government (including, without limitation, the Departments of State, Energy, Commerce and Agriculture) (4) the anti-boycott laws administered by the United States Departments of Commerce and Treasury, (5) the laws governing foreign investment in the United States administered by the Committee on Foreign Investment in the United States, Department of Treasury, particularly as they apply to real estate transactions, and (6) all laws in each jurisdiction where Listing Party or any entity of which Listing Party is acting on behalf conducts business or has a legal presence.