Buyer Platform Fee Agreement
The 1Konnection Application (the “Application”) and web-based service is provided to you by 1Konnection Technology, Inc., a Delaware C corporation (“1Konnection,” “Company,” “us,”“our,” or “we”). This Buyer Platform Fee Agreement (this “Fee Agreement”), along with our Terms of Service https://www.1konnection.com/terms (the “Terms”) and Privacy Policy https://www.1konnection.com/privacy (the “Privacy Policy”), incorporated into this Fee Agreement by reference, and any other applicable policies and guidelines, as may be updated from time to time, govern your use of the 1Konnection Application and web-based services. This Fee Agreement constitute a legal agreement between you and 1Konnection. In order to use the 1Konnection Application you must agree to these this Fee Agreement.
All references to “you”, “your,” as applicable, mean the person who accesses, uses, and/or participates in the Application in any manner, and each of your heirs, assigns, and successors.
1KONNECTION DOES NOT, AND THE SERVICE IS NOT INTENDED TO, PROVIDE FINANCIAL OR REAL ESTATE ADVICE. 1KONNECTION IS NOT A FINANCIAL OR REAL ESTATE BROKER OR LENDER.
BY AFFIRMATIVELY CLICKING THE “I AGREE” BOX ASSOCIATED WITH THIS FEE AGREEMENT AND/OR COMPLETING ANY MARKETING EVENT THROUGH THE 1KONNECTION APPLICATION, YOU ARE INDICATING YOUR AGREEMENT TO BE BOUND BY THIS FEE AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS FEE AGREEMENT, DO NOT CONDUCT OR COMPLETE ANY MARKETING EVENTS THROUGH THE 1KONNECTION APPLICATION OR ANY 1KONNECTION WEB BASED SERVICES.
General
The terms of this Fee Agreement apply to transactions for the sale of a real property (each, a “Property”) conducted on the 1Konnection platform. YOU ACKNOWLEGE THAT PROPERTY INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED BY 1KONNECTION.
For purposes of this Fee Agreement, a transaction refers to a marketing event in which a prospective buyer (each, a “Participant”) agrees to Match with a Property (each, a “Marketing Event”). IF YOU ARE A PARTICIPANT, YOU ACKNOWLEDGE THAT (i) IT IS YOUR RESPONSIBILITY TO CONFIRM THE LICENSED STATUS OF ANY SELLER PARTIES SELLING A PROPERTY ON THE 1KONNECTION PLATFORM, AND (II) 1KONNECTION IS NOT RESPONSIBLE FOR CONFIRMING THE LICENSES STATUS OF ANY SELLER PARTIES SELLING A PROPERTY ON THE 1KONNECTION PLATFORM.
For purposes of this Fee Agreement, a “Seller” refers to the seller of a Property. A Seller may sell a property alone or together with any brokers or other representatives working on the Seller’s behalf (collectively, the “Seller Parties”).
For the purposes of this Fee Agreement, a “Match” means: (i) when a Participant agrees to interact with the Seller Parties, (ii) when a Participant agrees to be connected to a Property by 1Konnection, or 1Konnection’s members, owners, or agents; or (ii) when a Participant agrees to the use of 1Konnection’s platform for introductions of Participant to Seller Parties from time to time.
For the purposes of this Fee Agreement, the terms “1Konnection”, “Seller”, “Seller Parties” and “Participant” also refer to the respective principals, representatives, agents, brokers and affiliates of each. A “Matched Property” is a Property the Participant has instituted a Match.
1Konnection conducts Marketing Events solely on behalf of Seller Parties. 1Konnection is not acting as an agent for any Participant or Seller Parties in any capacity. By accepting a Match via 1Konnection, Participant acknowledges having read and accepted these terms.
All communications on or through the Application or 1Konnection are subject to our Terms and Privacy Policy.
MATCHING FEE
In the event of a Match between a Participant and a Seller or Seller Parties, Participant shall pay 1Konnection an amount equal to one percent (1%) of the purchase price, or if the event is a lease Participant shall pay1Konnection the amount equal to the price of first month of rent, of each Property (the “Matching Fee”). In no event will the Matching Fee exceed $250,000.
The Matching Fee shall be payable by Participant to 1Konnection if:
(i) the Participant and Seller or Seller Parties Match to a Property,
(ii) the Participant places an offer the Matched Property within one (1) year of being Matched with the Seller or Seller Party,
(iii) the offer for the Matched Property is accepted by the Seller or Seller Party, and
(iv) the Participant closes on or leases the Property.
Participant will notify 1Konnection when it has closed on the Property and will invoice the Participant for the Matching Fee.
PAYMENT
Within thirty (30) days of notice from 1Konnection, Participant shall pay 1Konnection the Matching Fee in the form and manner specified by 1Konnection.
Each payment of the Matching Fee will be payable via bank wire, certified check or drawn from an attorney’s escrow account. Participant agrees that if each such Matching Fee is not paid to the Company at or prior to the closing, then 1Konnection shall be entitled to all legal and equitable remedies available to 1Konnection to pursue such Participant and the Matching Fee, as well as reimbursement for 1Konnection’s costs and expenses incurred in connection with pursuing such Matching Fee.
All payments are subject to our Terms and Privacy Policy.
DISCLAIMERS, REPRESENTATIONS, CANCELLATION, AND LIQUIDATED DAMAGES
1KONNECTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPERTY OR THE LEGAL SUFFICIENCY OR TAX CONSEQUENCES OF ANY DOCUMENT PROVIDED BY 1KONNECTION.
EACH PARTICIPANT HEREBY RELEASES 1KONNECTION AND ITS EMPLOYEES, PRINCIPALS, OFFICERS,DIRECTORS, REPRESENTATIVES, ATTORNEYS, BROKERS, AGENTS, AND AFFILIATES (COLLECTIVELY,“REPRESENTATIVES”) FROM ANY AND ALL CLAIMS OR DEMANDS THAT ANY SUCH PARTICIPANT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST 1KONNECTION OR ANY OF ITS REPRESENTATIVES FOR ANY DAMAGE OR INJURY RESULTING FROM OR RELATING TO ANY ERRORS, OMISSIONS, OR OTHER CONDITIONS AFFECTING ANY PROPERTY, THE DOCUMENTS USED IN EVALUATING OR ACQUIRING ANY PROPERTY, OR THE CONDUCTING OF ANY MARKETING EVENT. THIS RELEASE INCLUDES ALL CLAIMS OF WHICH PARTICIPANT IS PRESENTLY UNAWARE OR DOES NOT PRESENTLY SUSPECT TO EXIST IN PARTICIPANT’S FAVOR WHICH, IF KNOWN BY PARTICIPANT, WOULD MATERIALLY AFFECT PARTICIPANT’S RELEASE OF 1KONNECTION.
EACH PARTICIPANT SPECIFICALLY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SUBSTANTIALLY SIMILAR APPLICABLE STATE STATUTES) WHICH PROVIDES AS FOLLOWS:
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.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
LIABILITY
EXCEPT AS EXPRESSLY PROVIDED IN THIS FEE AGREEMENT, 1KONNECTION’S MAXIMUM LIABILITY IS THE AMOUNT PAID, OR PAYABLE, BY PARTICIPANT TO 1KONNECTION.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
INDEMNIFICATION
Participant will indemnify and hold harmless 1Konnection and its and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all liabilities, losses, damages, costs, and any other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of Participant in this Fee Agreement or any intentional misconduct or negligence by Participant or any other claims or losses resulting from any actions of the conduct of Participant.
In the event of any third-party claim, demand, suit, or action, that 1Konnection or its officers, directors, employees, agents, affiliates, successors and assigns are entitled to indemnification hereunder, 1Konnection may, at its option, require Participant to defend such claim at Participant’s sole expense. Participant may not agree to settle any such claim without 1Konnection’s express prior written consent.
MISCELLANEOUS
Entire Agreement. This Fee Agreement, the Terms and the Privacy P comprises the entire agreement between you and 1Konnection related to the subject of this Fee Agreement, and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained in this Fee Agreement. If there is any conflict between the terms of this Free Agreement and the Terms, the terms of this Fee Agreement will prevail.
Headings. All headings and numbering in the Agreement are for convenience of reference only and shall in no way be used in interpretation of any of the provisions in the Agreement.
Assignment of Obligations. You may not assign your rights or obligations under this Fee Agreement without 1Konnection’s prior written consent. You understand that 1Konnection may assign this Agreement without your consent to any entity (i) resulting from any merger, consolidation or other reorganization involving 1Konnection, including, without limitation, a merger or other reorganization for the purpose of changing the Company’s domicile, or (ii) to which the 1Konnection transfers all or substantially all of its assets.
Representations and Warranties.
1Konnection represents and warrants to Participant that: (i) it has the full power to enter into this Agreement; and (ii) 1Konnection’s execution of, and performance under, this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party.
Participant represents and warrants to 1Konnection that: (i) it has the full power and legal capacity to enter into this Agreement; and (ii) Participant’s execution of, and performance under, this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party.
Severability. If any provision of this Fee Agreement is declared void or unenforceable, such provision shall be deemed severed from this Fee Agreement, and this Fee Agreement shall otherwise remain in full force and effect.
Relationship of the Parties. No joint venture, partnership, employment, or agency relationship exists between you, 1Konnection or any third-party provider as a result of the Fee Agreement or use of the Application.
Choice of Law. This Fee Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule
Arbitration and Dispute Resolution. Any dispute, controversy, or claim arising out of or related to this Fee Agreement or any breach of this Fee Agreement shall be submitted to and decided by binding arbitration administered exclusively by American Arbitration Association in the state of Illinois, city of Chicago. Any arbitral award determination shall be final and binding upon the parties. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND 1KONNECTION ARE EACH WAIVING THE RIGHT TO GO TO COURT OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.
Waiver. 1Konnection’s failure, at any time, to require your performance of any provision of this Fee Agreement shall in no way affect 1Konnection’s right to enforce such provision, nor shall 1Konnection’s waiver of any breach of any provision of this Fee Agreement be taken or held to be a waiver of any further breach of the same provision or any other provision.
Captions. Captions and headings of the sections and paragraphs of this Fee Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.