IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 11 OF THESE TERMS OF SERVICE CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS HOW DISPUTES WITH ZILLOW ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
These StreetEasy Advertising Terms of Service (the “Terms of Service”) govern participation by customer (“Advertiser” or “you”) in many different advertising programs, some of which are specifically discussed herein (each, an “Ad”, collectively, “Ads”) offered by Zillow Group, Inc. (“Zillow”), upon Advertiser placing an ad order (“Ad Order”) with Zillow. The Terms of Service and the Ad Order, together, are referred to as the “Agreement”. Regardless of whether Advertiser places an Ad Order via a Zillow website (including “opting in” to an Ad program), via phone with Zillow inside sales, or otherwise, Advertiser is purchasing the Ad directly from Zillow and Advertiser agrees and acknowledges that this Agreement applies. Advertiser shall protect any Advertiser password(s) and takes full responsibility for the use of Advertiser account(s) on any of the services offered by Zillow (the “Services”). Advertiser also offers a Building Showcase Product (“Showcase”) executed via a separate order form which contains additional terms and conditions.
(b) Code of Conduct. Zillow believes that all people deserve to be treated equally and with respect, regardless of their race, ethnicity, nationality, class, religion, belief, sex, language, sexual orientation, gender identity, age, health or other status. Zillow chooses to work with professionals who both share these values and embody them in their interactions with consumers, Zillow employees, and other professionals. In the event Zillow determines Advertiser is not upholding these values, Zillow may take action to ensure the integrity of the Services, including terminating Advertiser’s Ad program. Zillow may also terminate an Advertiser’s Ad program in the event the Advertiser is charged with or convicted of a crime, or Zillow otherwise believes Advertiser’s participation on Zillow’s platform(s) could harm the reputation and/or good standing of the services offered by Zillow.
- StreetEasy Ad Programs.
(a) License in Advertising Materials. Advertiser hereby grants to Zillow a royalty-free, perpetual, nonexclusive, fully sub-licenseable right and license to copy, modify, display, distribute, perform, create derivative works from, store, and otherwise use and exploit, all Advertising Materials in any form, media, software or technology of any kind to be used only on or in connection with the web sites and other properties that are owned, operated or powered by Zillow, or by its authorized licensees (collectively, the “Zillow Network”). For purposes of this Agreement, “Advertising Materials” includes all data and other information provided by Advertiser to Zillow in any form, including, without limitation: (i) each property listing, including the corresponding data, information, photos, videos and any other materials (each, a “Listings”); (ii) any other materials submitted to Zillow by Advertiser for inclusion in an Ad, including, without limitation, photos, videos, information, URLs, and other content, whether generated by or for Advertiser; and (iii) the web sites and landing pages to which Advertising Materials link or direct users, and the advertised properties and services on such pages.
(b) Advertising Materials.
(i) Advertiser Responsible for Advertising Materials. Advertiser is solely responsible for all Advertising Materials submitted to Zillow and represents to Zillow that Advertiser is authorized to act on behalf of and has bound to the terms of this Agreement any third party for which Advertiser places Ads. Advertiser is responsible for promptly updating Advertiser’s Listings and other Advertising Materials to ensure that all Advertising Materials are current and accurate. Advertiser represents and warrants to Zillow that it holds and hereby grants Zillow all rights (including any copyright, trademark, patent, publicity or other rights) in the Advertising Materials necessary for Zillow to exercise its rights under the license granted in Section 2(a). Advertiser further represents and warrants to Zillow that: (A) all Advertiser information provided in connection with Advertiser’s account and any Ad Order is complete, correct and current; (B) the Advertising Materials comply with all policies designed to ensure compliance with civil rights and anti-discrimination laws, including, without limitation, the Fair Housing Act, Americans with Disabilities Act, and the Equal Credit Opportunity Act, to the extent such laws are applicable to Advertiser; (C) the Advertising Materials do not indicate any discrimination on the basis of race, color, religion, sex, handicap, familial status or national origin; and (D) none of the Advertising Materials will violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including intellectual property rights). Violation of the foregoing may result in immediate termination of Advertiser’s Ad Order (s) and/or Advertiser’s account without notice, without limiting any other remedies available to Zillow.
(ii) Non-compliant Advertising Materials. Zillow does not review Advertising Materials prior to display, but Zillow reserves the right to remove an Ad upon finding an error, violation of the Policies or this Agreement, or for any other reason. Zillow may send a notice to Advertiser, requiring that Advertiser modify the Advertising Materials and if Advertiser does not respond to the update request within the time frame specified and modify the Advertising Materials to comply with the notice, Zillow may discontinue display of the Advertising Materials without refunding any prepaid amounts to Advertiser. Advertiser may reinstate the Advertising Materials, or revise them with different content, at any time during the remainder of the term indicated in the Agreement. Zillow has the right, but not the obligation, to modify the Advertising Materials for format, spelling, or other matters of presentation, or to comply with the terms of this Agreement or the Policies.
(c) Display: Zillow shall, for the period of time indicated in the Agreement (the “Term”), display the applicable Advertising Materials on the applicable properties on the Zillow Network. Advertiser may view the Term of the Ad program(s) purchased by Advertiser in Advertiser’s StreetEasy Agent Tools dashboard. Except as specified in an Ad Order, Zillow will have the sole right to determine the placement and location, if any, of all or any portion of the Advertising Materials on the Zillow Network. For tracking purposes, Zillow may display a unique tracking phone number in the Ad that will directly connect to the phone number provided by Advertiser. Although an Ad Order may include an estimated number of Ad impressions that will be delivered, Zillow does not guarantee that any number of Ad impressions will be delivered. Advertiser understands that users of the Properties, automated computers, third parties, and Zillow itself may generate views, impressions or clicks on Ads for proper or improper purposes. Zillow has priced the Ads with this risk in mind, and Advertiser accepts this risk in purchasing an Ad. Zillow does not permit the integration of non-real estate related data into Listing data on the Zillow Network. Photos provided in the Advertising Materials may not include marketing information, including, without limitation, a company name, logo, phone number and/or email address on Listing photos, whether as text a watermark, or otherwise. Further, Advertiser may not include in the screen and profile names that are provided in the Advertising Materials for display any language other than Advertiser’s name, business, team, or similar language. Zillow reserves the right to refuse any Ad, for any reason.
(i) StreetEasy Exclusive Rentals Ads. Advertiser understands and agrees that Advertiser is responsible for paying the daily fee for every rental Listing that Advertiser submits to Zillow that is displayed on the StreetEasy properties, regardless of whether: (A) Advertiser is displayed on and/or is set up to receive contacts via the rental Listing on properties on the Zillow Network other than the StreetEasy properties (the “Other Zillow Properties”); (B) the rental Listing is displayed on Other Zillow Properties; or (C) there are errors in the information displayed in the rental Listing. Advertiser will not be responsible for the daily fee for a rental Listing Advertiser has removed from Advertiser’s feed to Zillow or with a status updated to reflect that it has been “rented” or “no longer available”, beginning 24 hours after such removal or status update. If Advertiser submits a rental Listing for a property that is already posted as “for sale”, the rental Listing may not be displayed on the Other Zillow Properties. In the event that a co-exclusive rental Listing is submitted by more than one advertiser, all versions of the rental Listing will be displayed on the StreetEasy properties and Advertiser will only receive contacts sent to the listing agent via the version of the rental Listing submitted by Advertiser. In the event that a multi-contact rental Listing is submitted by more than one advertiser, one copy of the rental Listing that displays all submitting advertisers will be displayed on the StreetEasy properties and Advertiser will only receive contacts sent to Advertiser. Notwithstanding the foregoing, Advertiser may not receive contacts sent to Advertiser via StreetEasy if Advertiser has unsubscribed from receiving email communications from StreetEasy. The Other Zillow Properties may display only one version of a co-exclusive rental Listing submitted by more than one advertiser and only the advertiser associated with the displayed version of the rental Listing will receive contacts sent to the listing agent via the displayed rental Listing. In the display of a multi-contact rental Listing, the Other Zillow Properties may include only the first advertiser provided in the rental Listing and only such advertiser will receive contacts sent to the listing agent via the rental Listing. Only one advertiser per day will be billed for the display of a particular multi-contact rental Listing, but the advertiser who is billed may not be the advertiser who is included in and/or is set up to receive contacts via the rental Listing displayed on the Other Zillow Properties.
(ii) StreetEasy PRO Ads. In the event Advertiser notifies Zillow that it wishes to terminate a StreetEasy PRO Ad Order, such Ad Order will not terminate until the end of the subscription month and Advertiser agrees to pay for the remainder of the subscription month. As noted in Section 3, prepaid amounts are nonrefundable, which includes, without limitation, prepaid annual subscriptions.
(iii) StreetEasy Featured Listing Ads. Advertiser agrees to pay for the full Term indicated in an Ad Order submitted for a Featured Listing, regardless of whether Advertiser terminates such Ad Order or the corresponding Listing goes into a status other than ”for sale” or is no longer displayed on StreetEasy prior to the end of the Term. For clarity, Advertiser may not transfer a Featured Listing or otherwise apply it to a property other than the property identified in the Ad Order.
(iv) StreetEasy Agent Spotlight. Advertiser can purchase Agent Spotlight for any sale Listing directly posted to StreetEasy on which Advertiser is a selling agent or listing manager. StreetEasy users who have opted-in to a pre-existing agent relationship through Zillow’s My Agent program will continue to see the My Agent contact box. In the event Advertiser notifies Zillow it wishes to terminate an Agent Spotlight Ad Order, such Ad Order will not terminate until the end of the subscription month and Advertiser agrees to pay for the remainder of the subscription month.
(d) Prohibited Uses. Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid inquiries, conversions or other actions for Advertiser’s own Listings, Ads or any other advertisements on the Zillow Network; (b) use any automated means of scraping or data extraction to collect data from Zillow Network, except as expressly permitted by Zillow writing; (c) create Internet “links” to the Services or “frame” or “mirror” the Services (or any portion of it); (d) attempt to disable or circumvent any technological measure Zillow uses to control or limit access or to protect Zillow’s rights; (e) use the Services in any manner which could damage, disable or overburden the Services or interfere with anyone else’s authorized use of the Services, or send or store material containing software viruses, worms, Trojan horses or other harmful code; (f) advertise anything illegal, engage in any illegal or fraudulent business practice, or induce or encourage illegal activities by third parties; (g) post any content, or engage in behavior or otherwise use the Services in a manner, that is harassing, infringing, libelous, invasive of another’s privacy, threatening, fraudulent, deceptive, obscene, or otherwise unlawful or tortious, or that would give rise to civil liability; or (h) post any content that violates Fair Housing Laws, which prohibit discrimination against any person because of Race, Color, Religion, Sex, Handicap, Familial Status, or National Origin.
- Payment. Advertiser shall be responsible for all charges displayed or otherwise described during the submission of an Ad Order and shall pay in U.S. Dollars. Advertiser may also view the charges owed for Ads purchased by Advertiser via the billing section in Advertiser’s StreetEasy Agent Tools dashboard. Prepaid amounts are not refundable. Advertiser understands and agrees that the credit card provided to Zillow by Advertiser will be automatically charged for all amounts owed under the Ad Order. Zillow may terminate your Ad Order immediately if Zillow is unable to process payment on the first attempt. All unpaid fees shall accrue interest at the rate of one percent (1%) per month until paid, or the legal maximum, whichever is less. Charges are exclusive of applicable taxes. Advertiser is responsible for paying (a) all taxes and any government charges, and (b) reasonable expenses (including collection agency and attorneys’ fees) Zillow incurs in collecting unpaid amounts. In addition to all other available rights and remedies, Zillow may suspend or terminate Advertiser’s Ad Order and decline to make any Services available to Advertiser in the event that Zillow does not receive all amounts owed by Advertiser, including, without limitation, if Advertiser requests a “chargeback”. If a fee is incurred by Zillow, due to billing through a third party requested by Advertiser, Zillow reserves the right to add such fee to the amount owed by Advertiser each month. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Zillow may be shared with companies who work on Zillow’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Zillow and servicing Advertiser’s account. Zillow may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Zillow shall not be liable for any use or disclosure of such information by such third parties.
- Term; Termination; No Refund. The Ad Order will last for the Term, unless earlier terminated as provided herein. After the initial Term, the Term of the Ad Order will continue on a month-to-month basis until terminated by Zillow or Advertiser. For Showcase, a 1 month advanced written cancellation notice is required prior to effective termination. Showcase Terminations can land mid-month, and will be pro-rated if necessary in Zillow’s discretion. Except as otherwise provided in the Agreement, for all other Ads and non Showcase advertising programs, Advertiser may terminate an Ad Order at any time upon providing notice to Zillow via email at firstname.lastname@example.org. Prepaid amounts are not refundable. Zillow may terminate an Ad Order or discontinue offering a StreetEasy Ad program to Advertiser at any time for any or no reason and will provide Advertiser with notice of termination. In the event that this Agreement or a StreetEasy Ad program is terminated, Zillow will not be obligated to return any Advertising Materials to Advertiser. Advertiser understands and agrees that Zillow will not have any liability to Advertiser or any other person for the removal of information concerning Advertiser’s account or any Advertising Materials.
- Modifications to Terms and/or Ads Programs. Zillow may change the terms of this Agreement at any time in its sole discretion without liability. All changes will be effective immediately upon Zillow providing notice by posting the revised version of the Agreement at https://www.streeteasy.com/adterms. Your use of the Services (including, without limitation, the Zillow Network and the StreetEasy Ad programs) after Zillow provides such notice will be considered your unconditional agreement to any changes. Zillow further reserves the right to change or discontinue providing any StreetEasy Ad program at any time.
- Indemnification. Advertiser agrees to indemnify and hold Zillow and Zillow’s respective officers, affiliates, successors, assigns, directors, officers, employees, agents, service providers and suppliers, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of information contained in the Advertising Materials, including without limitation, Advertiser’s Listings or information submitted, posted or made available through the Zillow Network by Advertiser, Advertiser’s use of the Services, Advertiser’s violation of the terms of this Agreement or any other applicable terms and conditions or Advertiser’s violation of any federal, state, local or any other laws or of any rights of any third party. Advertiser will cooperate as fully and as reasonably required in Zillow’s defense of any claim. Zillow reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Advertiser, and Advertiser shall not in any event settle any such matter without the written consent of Zillow.
- Disclaimer of Warranties. ADVERTISER AGREES THAT USE OF THE SERVICES ARE ENTIRELY AT ADVERTISER’S OWN RISK; AS PART OF THIS ASSUMPTION OF RISK, ADVERTISER ACKNOWLEDGES AND AGREE THAT ADVERTISER IS SOLELY RESPONSIBLE FOR EVALUATING THE LEGITIMACY AND ACCURACY OF THE ADVERTISING MATERIALS. THE SERVICES ARE PROVIDED “AS IS” “WITH ALL FAULTS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THOSE ARISING BY STATUTE OR OTHERWISE IN LAW FROM A COURSE OF DEALING OR USAGE OF TRADE. ZILLOW DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON OR ENTITY. TO THE FULLEST EXTENT PERMITTED BY LAW, ZILLOW DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, PERFORMANCE OR RESULTS OF THE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO ADVERTISER. TO THE FULLEST EXTENT PERMITTED BY LAW, ZILLOW DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SERVICES. ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES CONTAINED IN THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
- Limitations of Liability. ADVERTISER AGREES THAT UNDER NO CIRCUMSTANCES WILL ZILLOW BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF ZILLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF ADVERTISER’S USE OF THE SERVICES OR SERVICES, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE ZILLOW NETWORK OR SERVICES, FROM INABILITY TO ACCESS THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICES OR ANY LINKS ON THE ZILLOW NETWORK. ZILLOW SHALL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED USE OF THE ADVERTISING MATERIALS BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED REPRODUCTION AND/OR TAMPERING BY NETWORK “HACKERS.” ZILLOW’S LIABILITY FOR DAMAGES RESULTING FROM THE ADVERTISING MATERIALS SHALL BE LIMITED TO THE AMOUNT IT ACTUALLY RECEIVED IN CONSIDERATION FOR PUBLISHING THE AD. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
- Consent. Advertiser agrees that Zillow, or a third party acting on behalf of Zillow, may call and/or send text messages to the telephone number(s) provided by Advertiser, including calls and text messages using an automatic telephone dialing system and/or an artificial or prerecorded voice (“Other Messages”). Advertiser further agrees that such calls and/or text messages may constitute telemarketing, e.g. Zillow may call with information about new service offerings available to Advertiser. Advertiser understands that agreeing to receive Other Messages that constitute telemarketing is not a condition to purchase.
- Authority. The individual or entity who submits the Ad Order (the “Authorized Signatory”) represents and warrants to Zillow that (i) it has the full right, power and authority to enter into this Agreement on behalf of Advertiser, to grant Zillow the rights and licenses set forth herein and to perform its obligations hereunder, (ii) the submission of the Ad Order by the Authorized Signatory has been duly authorized by all necessary action on the part of Advertiser, and (iii) Authorized Signatory is authorized to create a legal, valid and binding obligation on Advertiser, enforceable against Advertiser with respect to the obligations of Advertiser.
- Confidentiality. Confidential Information. Advertiser acknowledges that in connection with the execution and implementation of this advertising partnership, it may receive Confidential Information of StreetEasy. “Confidential Information” as used in this Agreement will include any and all technical and non-technical information including, copyright, trademark, trade secret and proprietary information, related to current and future proposed products or services, business strategies, details or facts contained in or related to an executed contract between Advertiser and StreetEasy, in whatever form provided and whatever manner communicated. Confidential Information will not include information that: (A) was lawfully in the receiving party’s possession from a source other than the disclosing party before receipt from the disclosing party; (B) is or became available to the public through no fault of the receiving party and was obtained by the receiving party from such publicly available source; (C) was obtained in good faith by the receiving party from a third party who was lawfully in possession of such information; or (D) was independently developed by the receiving party, without reference to Confidential Information received hereunder. Use and Disclosure. Advertiser agrees that it will treat all Confidential Information of StreetEasy with the same degree of care as it accords to its own Confidential Information, and Advertiser represents that it exercises reasonable care to protect its own Confidential Information. Advertiser will not use Confidential Information it receives for any purpose other than for purposes permitted hereunder and will not disclose Confidential Information of the other party to any third party, other than disclosure of Confidential Information in response to a valid order by a court or other governmental body or a duly issued subpoena, or as otherwise required by law.
- Good Faith & Non Disparagement. Each Party hereby agrees that its performance of all obligations and exercise of all rights under this Agreement shall be governed by the fundamental principles of good faith and fair dealing. Further, Advertiser agrees and covenants that it will not at any time, directly or indirectly, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning StreetEasy or its affiliated businesses, or any of its employees, officers, shareholders, members or advisors. This Section does not, in any way, restrict or impede Advertiser from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
- Dispute Resolution.
Binding Arbitration. If you reside in the United States, you and Zillow agree to resolve any claims relating to these this Agreement or the Ads (collectively, “Disputes”) through final and binding arbitration, except as otherwise specifically provided herein.
Waiver of Class Action. You acknowledge and agree that you and Zillow are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding. Further, unless both you and Zillow otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules and Governing Law. This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (the “FAA”) governs the interpretation and enforcement of this provision. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1–800–778–7879.) If the FAA and AAA Rules are found not to apply to any Dispute hereunder, or the enforcement thereof, then that issue shall be resolved under the laws of the State of Washington without giving effect without giving effect to its conflict of laws provisions.
Notice; Informal Dispute Resolution. A party who intends to seek arbitration must first send written notice to the other party by certified mail. Notice to Zillow, should be sent to 1301 Second Ave., Floor 31, Seattle, WA 98101, with a copy to the Legal Department. Your notice must include (a) your name, postal address, telephone number, email address, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Zillow’s notice to you will be sent electronically to the email address Zillow has on file associated with your Zillow account, and will include (a) our name, postal address, telephone number and an email address at which Zillow can be contacted with respect to the Dispute, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that Zillow is seeking.
If you and Zillow cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Zillow may, as appropriate and in accordance with this Agreement, commence an arbitration proceeding.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Washington and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules
Arbitration Location and Procedure. Unless you and Zillow otherwise agree, the arbitration will be conducted in King County, Washington and the state and federal courts located in King County, Washington shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
If the Dispute does not exceed $10,000, you or Zillow may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Zillow subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Zillow may attend by telephone, unless the arbitrator requires otherwise. If the Dispute exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Liability Limitation; Exclusive Remedy” section as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party shall be entitled to an award of reasonable attorney fees.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Changes. Notwithstanding the provisions of the “Changes; Discontinuance” section, if Zillow changes this “Dispute Resolution” section after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Zillow’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will resolve any Dispute between you and Zillow in accordance with the provisions of this “Dispute Resolution” section as of the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement).
Exceptions to Agreement to Arbitrate. Either party may bring a lawsuit solely for injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in King County, Washington to resolve your claim.
- Miscellaneous. Except as preempted by the FAA, this Agreement is governed by the laws of the State of New York, without giving effect to its conflict of laws provisions. Each party agrees to submit to exclusive jurisdiction and venue in the state and federal courts sitting in New York County, New York for any actions for which the parties retain the right to seek injunctive of other equitable relief. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses. This Agreement, including the corresponding Ad Order(s), constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. Except as otherwise provided herein, any notices to Zillow must be sent to Zillow Inc., Attn: StreetEasy Advertising, 130 5th Ave., Floor 9, New York, NY 10011 (with a copy to Zillow Legal Department, 1301 Second Ave., Floor 31, Seattle, WA 98101), via registered mail with return receipt or air mail or overnight courier, and are deemed given upon receipt. Notice to Advertiser may be effected by sending an email to the email address specified in Advertiser’s account, or by posting a message to Advertiser’s account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for a message). A waiver of any default is not a waiver of any subsequent default. Subject to the Dispute Resolution provision, unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Advertiser may not assign any of its rights hereunder and any such attempt is void. Zillow and Advertiser are independent contractors, not legal partners or agents.