Terms of Use

Effective date: August 8, 2022

Welcome to Trelly! Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (the "Services"). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: support@trelly.com
Phone: 214-225-0320
Address: 5050 Quorum Dr., Suite 600, Dallas, TX 75254

These Terms of Use (the "Terms") are a binding contract between you and Trelly, LLC ("Trelly," "we" and "us"). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy.

Please read these Terms carefully. They cover important information about Services provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Definitions

Auction – A manner by which a Supplier may conduct their own marketing and sale of a Property to which they have an ownership interest in or otherwise are legally able to market for sale under an auction format in the State where the Property is located.

Participant – A User of the Platform that is attempting to purchase Property that is being marketed on the Platform by a Supplier.

Platform/Services – The App, Website and other technology owned by Trelly through which Suppliers market their Properties to Participants for sale.

Property/Properties – Real Estate assets that are to be marketed through the Platform for the purposes of facilitating a Closing. Trelly does not conduct auctions or provide auction services, but instead provides access to Suppliers to conduct their own auctions.

Supplier – A User of the Platform that is attempting to sale Property that they either have an ownership interest in or otherwise are legally able to market for sale in the State where the Property is located.

Transactional Funding – A method of providing a financing vehicle to close an acquisition from an Owner of Record to a Supplier (acquisition closing) using third party funds, which is immediately paid off in full by the proceeds from the transaction from the Supplier to the Participant (disposition closing).

Connecting Suppliers and Participants

We provide a platform where Suppliers can market their Properties to Participants.

Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site, send you an email, and/or notify you by some other means.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

Trelly takes the privacy of its users very seriously. For the current Trelly Privacy Policy, please click here: https://app.trelly.com/legal/privacy.

Children's Online Privacy Protection Act

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from persons under eighteen (18); if you are a person under eighteen (18), please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a person under eighteen (18), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at support@trelly.com.

What are the basics of using Trelly?

You may be required to sign up for an account, select a password and username ("Trelly User ID"), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Trelly User ID a name that you do not have the right to use, or another person's name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you've received your parent's or guardian's permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal use, and not on behalf of or for the benefit of any third party. You will comply with all laws that apply to you, your use of the Services, and your actions and omissions that relate to the Services. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.

You will not share your Trelly User ID, account or password with anyone, and you must protect the security of your Trelly User ID, account, password and any other access tools or credentials. You're responsible for any activity associated with your Trelly User ID and account.

What about messaging?

As part of the Services, you may receive communications through the Services, including messages that Trelly sends you (for example, via email, text or push notifications). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving certain marketing messages.

Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:

(a)	infringes or violates the intellectual property rights or any other rights of anyone else (including Trelly);
(b)	violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Trelly;
(c)	is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable (including, without limitation, by creating multiple accounts for purposes of cheating or gaming the bidding system);
(d)	jeopardizes the security of your Trelly User ID, account or anyone else's (such as allowing someone else to log in to the Services as you);
(e)	attempts, in any manner, to obtain the password, account, or other security information from any other user;
(f)	violates the security of any computer network, or cracks any passwords or security encryption codes;
(g)	runs Mail list, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
(h)	"crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means), including, without limitation, for the purpose of creating lists of Trelly investors;
(i)	copies or stores any significant portion of the Content; or
(j)	decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services and may subject you to further Civil and/or Criminal penalties. 

How may I use information obtained from other users?

You may not collect any information from or relating to another user ("User Information"), whether via the Services, in the course of receiving an offer, offering or making an offer on any Trelly-listed properties, as applicable, or otherwise, beyond what is necessary to complete your diligence and the auction transaction. Upon the conclusion of an auction, you must properly destroy all User Information from or relating to such user and make no further use of it whatsoever. You must collect, use, maintain, and transmit all User Information in compliance with all applicable laws.

What are my rights in the Services?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as defined below) and so forth (all of the foregoing, the "Content") are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won't use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else's (including Trelly's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Trelly owns the Services. You won't modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but even where these functionalities exist, all the restrictions in this section still apply.

What about anything I contribute to the Services – do I have to grant any licenses to Trelly or to other users?

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Services is your "User Submission". Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. In the event that you later discover that any such User Submissions no longer are accurate, complete, up-to-date, or in compliance with all applicable laws, rules and regulations, you agree to immediately remove such User Submissions and notify any other users to which may have relied on such information.

You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) violate any law.

Licenses

In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally identifiable information.

By submitting User Submissions through the Services, you hereby do and shall grant Trelly a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with this site, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

Finally, you understand and agree that Trelly, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

What if I see something on the Services that infringes my copyright?

In accordance with the DMCA, we've adopted the following policy toward copyright infringement.  We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

(1)	Procedure for Reporting Copyright Infringements.  If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Trelly's Designated Agent to Receive Notification of Claimed Infringement (our "Designated Agent," whose contact details are listed below):

(a)	A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
(b)	Identification of works or materials being infringed;
(c)	Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
(d)	Contact information about the notifier including address, telephone number and, if available, email address;
(e)	A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and
(f)	A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

(2)	Once Proper Bona Fide Infringement Notification is Received by the Designated Agent.  Upon receipt of a proper notice of copyright infringement, we reserve the right to:

(a)	remove or disable access to the infringing material;
(b)	notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
(c)	terminate such content provider's access to the Services if he or she is a repeat offender.

(3)	Procedure to Supply a Counter-Notice to the Designated Agent.  If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

(a)	A physical or electronic signature of the content provider;
(b)	Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
(c)	A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
(d)	Content provider's name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider's address is located, or, if the content provider's address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company's discretion.  

Please contact Trelly's Designated Agent at the following address:

Attn: Matthew C. Aycock, 5050 Quorum Dr., Suite 600, Dallas, TX 75252

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren't liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can't guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services. 

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Trelly. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Trelly is not responsible for such risks. 

Trelly has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Trelly will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service. 

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Trelly is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Trelly, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Will Trelly ever change the Services?

We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any or no reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

It is free to register for the Services but certain aspects of the Services may require that you pay us fees. If you decide to use these paid aspects of the Services, you agree to the Fee Terms set forth below, as we may amend them from time to time.

What else do I need to know?

Warranty Disclaimer. Trelly and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Trelly and all such parties together, the "Trelly Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Trelly Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Trelly Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services including, without limitation, any Trelly-listed properties. Trelly-listed properties and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided "AS-IS" and without any warranty of any kind from the Trelly Parties or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY TRELLY (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

TRELLY (I) MAKES NO REPRESENTATIONS OR WARRANTIES OR ASSUME RESPONSIBILITY FOR ANY PROPERTY ADVERTISED OR OFFERED BY A SUPPLIER THROUGH THE SERVICE (OR ANY HYPERLINKED WEBSITE OR SERVICE). (II) WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A BIDDER OR OTHER THIRD-PARTY PROVIDER, AND (III) HAS NEVER INSPECTED ANY PROPERTY OR OTHERWISE OBTAINED ANY SELLER DISCLOSURE INFORMATION, OTHER THAN THAT WHICH MAY BE PLACED ON THE SERVICE BY ANOTHER USER, TO WHICH TRELLY HAS NOT REVIEWED. IN THE EVENT THAT A USER FAILS TO DISCLOSE ANY INFORMATION RELATED TO A PROPERTY PURCHASED THROUGH THE SERVICES, YOU AGREE THAT YOU WILL ONLY LOOK TO THAT USER OR PARTY FOR RECOVERY.

TRELLY MAKES NO REPRESENTATOINS OR WARRANTIES OF ANY KIND, WHETHRE EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROPRETY, OR THE LEGAL SUFFICIENCY OR TAX CONSEQUENCES OF ANY DOCUMENT PROVIDED THROUGH THE SERVICES. YOU HEREBY RELEASE TRELLY AND ITS EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, BROKERS, AGENTS AND THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, "REPRESENTATIVES") FROM ANY AND ALL CLAIMS THAT YOU MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST TRELLY OR ANY OF ITS REPRESENTATIVES FOR ANY DAMAGE OR INJURY RESULTING FROM OR RELATING TO ANY AUCTION, PURCHASE, OR ANY ERRORS, OMISSIONS OR OTHER CONDITIONS AFFECTING ANY PROPERTY OR THE PURCHASE DOCUMENTS. THIS RELEASE INCLUDES CLAIMS OF WHICH YOU ARE PRESENTLY UNAWARE OR DO NOT PRESENTLY SUSPECT TO EXIST IN YOUR FAVOR WHICH, IF KNOWN BY YOU, WOULD MATERIALLY AFFECT YOUR RELEASE OF TRELLY. YOU SPECIFICALLY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 (AND OTHER SUBSTANTIALLY SIMILAR APPLICABLE STATE STATUTES) WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND T CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE TRELLY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO TRELLY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. 

Indemnity. You agree to indemnify and hold the Trelly Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Trelly's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Texas, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Trelly and limits the manner in which you can seek relief from Trelly. Both you and Trelly acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Trelly's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Dallas County, Texas. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Trelly will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Trelly will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

(c) Infringement. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any 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. 

(d) Waiver of Jury Trial. YOU AND TRELLY WAIVES ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Trelly are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Trelly over whether to vacate or enforce an arbitration award, YOU AND TRELLY WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Trelly is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below. 

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: "5050 Quorum Dr., Suite 600, Dallas, TX 75254" postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Trelly to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Trelly agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Dallas County, Texas, or the federal district in which that county falls. 

(h) Severability. 

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void, but only as to such class actions or other claims to which this section is not found to be enforceable. This arbitration agreement will survive the termination of your relationship with Trelly.

If a provision of this Agreement is or becomes illegal, unenforceable, or invalid in any jurisdiction, it shall not affect (1) the enforceability or validity in that jurisdiction of any other provision of this Agreement or (2) the enforceability or validity in other jurisdictions of that or any other provision of this Agreement. To the extent that any provisions of this Agreement are determined by a court to be invalid or unenforceable, such provisions shall be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remaining provisions shall be unaffected.

Force Majeure. Neither of us shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond our reasonable control, including, but not limited to, acts of state, federal or local government authorities, acts of terrorism, natural catastrophes, fires, storms, floods, earthquakes, or prolonged shortages of electricity. In the event of such delay, the date of delivery or time for completion, shall be extended for a reasonable period of time necessary to overcome the effect of any such delay.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Trelly may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Trelly agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Trelly, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Trelly, and you do not have any authority of any kind to bind Trelly in any respect whatsoever. 

Except as expressly set forth in the section above regarding the arbitration agreement, you and Trelly agree there are no third-party beneficiaries intended under these Terms.

Placing an Offer

Terms and Fees

Prior to submitting an Offer, you must review the purchase and sale agreement (if available), any applicable addenda, Supplier's disclosure documentation, and all other transaction documents (collectively, the "Purchase Documents") set forth on the page listing the Property (the "Property Page"). Unless otherwise specified on the Property Page, the Purchase Documents are non-negotiable, and all Offers shall be made subject to the Purchase Documents. It is understood and agreed that such Purchase Documents may include a seller's leaseback that could affect possession of the Property.

By submitting an Offer on a Property, you are deemed to have accepted any additional terms and conditions posted on the corresponding Property Page, and such terms and conditions shall govern and control over these Participant Terms to the extent of any conflict. All Offers submitted in a Supplier's Auction are irrevocable, once accepted by a Supplier, except where an Offer withdrawal option is expressly made available to you in the corresponding Property Page.

Upon placing a winning bid in a Supplier's Auction that is accepted by the Supplier, we will charge your credit card in an amount equal to $2,500.00. 

The charge on your credit card will be used to pay the Platform Fee corresponding to the Property (the "Platform Fee"). This Platform Fee will be in addition to the Offer amount to present Supplier with a final sales price (the "Net Offer"). The Platform Fee is for the use of the Trelly Platform and does not represent any form of commission. A failure for the transaction to close will not result in a refund of the Platform Fee to you, except in such instance where a Supplier fails to perform.

Due Diligence

You are solely and fully responsible for conducting your own due diligence in connection with any Property in which you submit an Offer. Without limiting the foregoing, you shall investigate all matters relating to each Property in which you submit an Offer, including, without limitation, economic and legal matters, physical condition and attributes, environmental matters, encumbrances, and matters related to the information disclosed in the Purchase Documents. Trelly does not act as an agent in any way for any Participant or Supplier, nor have we reviewed any Purchase Documents, disclosures, inspections or other due diligence items. Trelly has never, nor will ever, own the Property in question prior to the close of Supplier's Auction. Suppliers agree to indemnify and hold Trelly harmless against any and all failures to disclose any information related to the Property and you, as a Paricipant, agree to not pursue any claims for failures to disclose against Trelly.

Property information has been gathered from a variety of sources and has not been independently verified by us. Accordingly, all such information provided by Suppliers is on an "AS-IS WHERE IS, AS AVAILABLE AND WITH ALL FAULTS" basis. You are encouraged to consult with a licensed real estate broker, contractor, attorney, financial advisor, tax advisor, property inspector and/or other relevant professionals when conducting your due diligence and reviewing all relevant information.

You must coordinate with Supplier to conduct any desired or necessary inspections or investigations relating to the Supplier's Property. You are responsible for all liability, damages and/or costs arising from your inspection or investigation of the Property. You agree to indemnify, defend, and hold harmless Supplier and Trelly from any such liability, damages and/or costs. In some circumstances Supplier may be unable to provide physical access for inspections of the Property and you must thus submit Offers at your own risk. All Offers should be based solely on your independent due diligence and any information contained in the Purchase Documents.

Buying a Property

If you are the Winning Bidder for a Property, the final Purchase Documents will be emailed to you for electronic signature using the email address associated with your Trelly account. Unless otherwise specified on the Property Page, you must sign the Purchase Documents within twenty-four (24) hours after they are sent to you and timely deliver the Earnest Money Deposit, if applicable, in an amount and to the designated closing agent in the Purchase Documents. If you fail to timely sign the Purchase Documents, Trelly or Supplier may declare you to be in default of these Terms and reject your Offer.

Trelly or Supplier may require you to provide proof of available funds and/or additional information at any time. You must respond to all such inquiries within twenty-four (24) hours, time being of the essence. If any such request is not timely received, Trelly or Supplier may reject your Offer. If you want to take title in the name of an entity (not as an individual) may be required to provide entity formation and other corporate governance documents (which may be before or after the corresponding Auction). Supplier and/or the Title/Escrow Company may require additional documentation prior to closing.

IF YOU BREACH THESE TERMS, (1) TRELLY AND/OR SUPPLIER MAY REJECT YOUR OFFER, (2) THE CORRESPONDING PROPERTY MAY BE SOLD TO ANOTHER PARTICIPANT OR PLACED IN ANOTHER AUCTION, AND (3) WE MAY KEEP THE PLATFORM FEE FOR THE CORRESPONDING PROPERTY. WINNING BIDDER ACKNOWLEDGES THAT THE ACTUAL DAMAGES RESULTING FROM YOUR BREACH OF THESE TERMS WOULD BE DIFFICULT AND IMPRACTICAL TO CALCULATE, AND THAT THE AMOUNT OF THE PLATFORM FEE IS A REASONABLE PRE-ESTIMATE OF THE RESULTING DAMAGES TO TRELLY AND IS NOT A PENALTY OR FORFEITURE.

Non-Circumvention

You understand and agree that Supplier may or may not have record Title to the subject Property, but merely have the Property under Contract with the Owner of Record or have a Listing Agreement permitting such a sale. In such instance, the Contract to purchase between the Owner of Record and the Supplier is understood to be a valid and enforceable agreement. You shall not contact the Owner of Record for any reason, without the consent of the Supplier, as you understand and agree that any such contact would be considered an act of Tortious Interference.

In the event that you contact the Owner of Record directly without permission, Supplier shall have the right to pursue Tortious Interference, among other claims, against you directly.

It is acknowledged that your circumventing act will cause the Supplier to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Supplier of actual damages for the circumventing act, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for the circumventing act, you agree that liquidated damages may be assessed and recovered by Supplier against you and without the Supplier being required to present any evidence of the amount or character of actual damages sustained. You agree that you shall be liable to Supplier for payment of liquidated damages in the amount of TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00) for each circumventing act. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and you shall pay them to Supplier without limiting Supplier's rights to seek any other injunctive relief.

Miscellaneous Information

Trelly and Suppliers each reserve the right to deny or impose conditions on submitting Offers and/or access to the Services or any Auction at any time, for any or no reason (including, without limitation, your solvency, credit history, or transaction history).

Trelly may in its sole and absolute discretion postpone or cancel an Auction, modify these Terms by posting notice of modification on the Property Page or as set forth on the Website Terms, remove any Property from an Auction, or reject any or all Offers.

Offers submitted or solicitations made during any Auction are void where prohibited by law. As between you and the Supplier, no obligation to sell shall be binding on Supplier unless and until the Purchase Documents have been signed and delivered by Supplier. After the Purchase Documents have been signed by all parties thereto, the Purchase Documents shall govern the relationship between you and the Supplier with respect to the subject matter thereto.

Listing a Property

Warranty

You warrant that you shall only utilize the Platform to list or host your own auction for Properties to which you currently have a valid contract to purchase or are otherwise legally authorized to market in the jurisdiction where the Property is located.

You warrant that you are under contract to purchase any and all Properties that you list on the Platform and that any related contracts are valid and legally binding contracts in the State in which the Properties are located. You further warrant that any information provided by you is accurate to the best of your knowledge and that you are in no way actively misrepresenting or withholding known conditions of the Property listed on the Platform. You will further indemnify and hold us harmless against any and all claims of a Participant or subsequent owner of any Property you list on the Platform related to any representation or withheld representations by you.

We make no warranties and hereby disclaim them to the fullest extent of the law in the State of Texas and any jurisdiction in which the Property subject to this agreement is located.

Auction Platform

During the Term of this agreement, we shall allow you the opportunity to use the Platform, subject to these terms and conditions. You understand and agree that we are not providing auction services to you, or any other party, but are instead providing software and services to enable you to host your own auction for properties that you have either an ownership in, whether in fee or by contract, or are otherwise authorized to list for sale.

Transactional Funding

You agree that should you secure a buyer utilizing the Platform that you will engage the services of an affiliate of ours for the purpose of providing Transactional Funding, at no cost to you (save any potentially required Legal Fees for document preparation where jurisdictionally dictated). You shall execute appropriate collateral documents at closing, which will be held in escrow by the Title/Escrow Company until the disposition transaction has closed and we, or our affiliate, have been repaid in full.

Title Company Selection

You understand that the appropriate selection of an experienced Title/Escrow Company and Escrow Officer/Closer is paramount to ensuring that a transaction closes timely and accurately. With this understanding, you agree to either utilize a Title/Escrow Company and Escrow Officer/Closer of our choosing, which has already been vetted and approved by us, OR utilize one of your choosing, which shall be submitted to us for approval no less than 10 days prior to closing. In the event that you choose a solution that is not approved by us, you agree to compensate us an additional $500.00 out of closing to help offset the costs of transacting through a Title/Escrow Company that is inexperienced with the nature of the subject transaction.

Independent Relationship

In providing access to our Auction Platform and Transactional Funding, we shall be acting as an independent party and shall in no way be considered an employee or agent for your benefit. We shall have no authority, express or implied, to commit or obligate you in any manner whatsoever. We shall be responsible for the payment of all taxes applicable to any compensation earned in accordance with this Agreement and you shall not withhold or pay any federal, state or local income, social security, unemployment or workers compensation taxes related to the work performed under this Agreement.

Purchase Contract Creation

We shall provide you the ability to generate the backside contract to the Participant utilizing one of the following mechanisms: (1) you and the Participant will create the backside contract together by entering information directly into the Platform. Under this methodology, you understand and agree that you and the Participant are solely responsible for ensuring that the contract is completed accurately and that the form has been reviewed and approved by an Attorney licensed in the State where the Property is located. OR (2) we will cause a licensed Real Estate Broker Affiliate to prepare the backside contract on a suitable form and you agree to have such contract reviewed and approved by an Attorney licensed in the State where the property is located.

We do not warrant the accuracy or applicability of the backside contract and direct you to retain counsel to ensure that the backside contract is effective in the State where the Property is located, and the terms match those terms provided by you and/or the Participant. You and the Participant are not required to utilize the backside contract created pursuant to this section nor does the creation of such a backside contract result in a representation of either you or the Participant in the transaction with a fiduciary relationship of any kind. In the event that a State does not recognize limited or not representation relationships by real estate agents, we reserve the right to direct you and the Participant to utilize an outside source for the backside contract creation.

Exclusivity

Due to the nature of the Platform, you understand and agree that you shall not be entitled to market any Property listed on the Platform for sale on any other forum, whether it be in the form of an oral or written communication, if such forum does not direct any potential buyers to the Platform for placing an offer. The Platform shall be the exclusive manner in which any Property listed thereon is sold unless this Agreement is cancelled pursuant to its terms.

Confidentiality

You agree that confidential information shall be revealed or disclosed to third parties in order to facilitate the completion of performance as agreed to in this Agreement. You agree that by receiving confidential information that you will not use, commercialize or disclose such confidential information to any person or entity, except for the furtherance of this Agreement. We shall have no duty to verify the accuracy of information provided by you or to question your provided confidential information. Any such information so provided would be shared through the Platform, as requested by you.

Affiliated Business Arrangement Disclosure

This DISCLOSURE is issued from Trelly, LLC (hereinafter "TRELLY") to you, as a Participant and/or Supplier (hereinafter "USER") of the platform. This DISCLOSURE covers any and all transactions that are processed through TRELLY. This DISCLOSURE is to give you notice that TRELLY has a business relationship with the Individuals and/or Companies (hereinafter "SERVICE PROVIDERS") listed below. This list may change from time to time, at which time this DISCLOSURE will be updated. Additionally, some of the SERVICE PROVIDERS listed below may also utilize the platform as a Supplier or a Participant, in addition to providing other various services. By accepting this DISCLOSURE, you are agreeing that you have read this form and that you will monitor this form for potential changes in the future.

SERVICE PROVIDERS AND AFFILIATED BUSINESSES:

1. Trelly Group, Inc.
2. Trelly Finance, LLC
3. Trelly Brokerage, LLC
4. DeShong Companies, LLC
5. Josh DeShong Real Estate, LLC
6. Myers the Home Buyers of Dallas, LLC
7. Myers the Home Buyers of Houston, LLC
8. Myers the Home Buyers of Tampa, LLC
9. Propalytics, LLC
10. Harpers Homes, LLC
11. DeSchamps Capital, LP
12. Pratt Aycock, LTD