Terms of Service
1.2 The Openn Platform is operated by Openn North America, Inc., and our affiliates (“Openn,” “we,” “us,” or “our”).
1.3 The Openn Platform permits licensed real estate agents acting for sellers of commercial, rural or residential real estate to conduct and negotiate a sale of real property digitally (“Digital Sale”) by an auction process known as Openn Negotiation or private treaty process known as Openn Offers (each, a “Sales Method”).
1.4 These Terms constitute a legally binding agreement between you and Openn. Please read the Terms carefully, as they may affect your legal rights. By using the Openn Platform or accessing any pages or materials contained on the Openn Platform, you agree to be bound by the Terms. If you do not accept the Terms, you are not permitted to use the Open Platform and must immediately cease using it.
1.6 Your use of the App may also be governed by Apple Terms and Conditions or Android Terms and Conditions, as applicable. Openn is not a party to, nor does Openn review or control, those Terms of Conditions. The Apple Terms and Conditions and Android Terms and Conditions are between you and Apple or Android, respectively.
1.8 You acknowledge and agree that Apple and/or Android and their respective subsidiaries, are third party beneficiaries of the Terms and that, upon your acceptance of the Terms, Apple and/or Android will have the right (and will be deemed to have accepted the right) to enforce the Terms as a third party beneficiary.
1.9 Any complaints, questions or claims relating to the Openn Platform can be directed to email@example.com
2.1 The Openn Platform allows a real estate broker or agent (the “Broker”) to list property for sale (a “Property”) on behalf of owners of real property (a “Seller”). Individuals who wish to bid to purchase the Property and who have met pre-registration requirements (the “Qualified Bidders”) may participate in Digital Sale negotiations to purchase the Property. If a Qualified Bidder’s offer to purchase the Property (an “Offer”) is accepted by the Seller, the Qualified Bidder becomes the “Buyer” and enters into a legally binding contract with the Seller to purchase the Property. The Openn Platform also permits third-parties to observe the Digital Sale (each, an “Observer”). Brokers, Sellers, Qualified Bidders, Buyers, and Observers are collectively referred to in these Terms as “Users.”
2.2 Registration may be required to use the Openn Platform. Only individuals who are at least 18 years old, or the age of majority in their jurisdiction, and able to enter into legally binding contracts may use the Openn Platform. By registering to use the Openn Platform, you represent and warrant that you:
- are at least 18 years of age or the age of majority in your jurisdiction;
- are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
- are not listed on any U.S. Government list of prohibited or restricted parties.
2.3 We may refuse your registration where we consider your suggested username or password to be inappropriate, where we suspect you have provided inaccurate or fraudulent User Data, or where we believe you intend to use the Openn Platform for unlawful or inappropriate purposes, in our sole discretion. Grounds for refusal may include, but are not limited to, providing User Data that is offensive, obscene, abusive, defamatory, or infringing on a third party’s rights.
2.4 You may provide a business name or a company name as part of the User Data for their User Account. However, you acknowledge and agree that, where a business name or company name is associated with your User Account, these Terms are considered to be a contract with you, as an individual and not the business or company, and you remain solely responsible for all activity undertaken in respect of your User Account.
2.6 Your User Account can only be used by you and not by any other individual, including without limitation any relative, friend, employee, or co-worker. You agree not to sell, assign, transfer, or sublicense your rights as a Registered User. You further agree not to register more than one User Account, create a User Account on behalf of someone else, or create a false or misleading identity in conjunction with your use of the Openn Platform.
2.7 You agree to keep the User Data confidential. You understand and agree that you are fully responsible for all actions and submissions made from your User Account and agree not to share your username and/or password with any third party. If you become aware of any unauthorized use of your username or password or unauthorized access to your User Account, notify us immediately by email at: firstname.lastname@example.org
3.2 You hereby waive any moral rights to your User Material, and if your User Materials include any content in which any third party has moral rights, you represent and warrant to Openn that the third party has also waived such moral rights.
3.3 You are solely responsible for all User Materials you submit to us. By uploading or entering any User Materials into the Openn Platform, you represent and warrant that:
- you hold all necessary rights, licenses and consents to grant the license in Section 3.1;
- your User Materials does not breach any law, regulation, rule, code or other legal obligation;
- your User Materials is not and could not reasonably be considered to be misleading or deceptive, obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, harassing, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy;
- your User Materials does not contain any viruses, worms, trojan horses, bots, spiders, malware, or other malicious code; and
- your User Materials do not infringe or misappropriate the copyright, trademark, trade secret, patent, moral rights, or other intellectual property rights or other rights of any person.
3.4 We may, but are not obligated to, remove User Materials from the Openn Platform at any time if we suspect, in our sole discretion, that the User Materials contain inaccurate, fraudulent, infringing, defamatory, confidential, or inappropriate material.
License and Restrictions
4.2 You agree that you will not, directly or indirectly:
- hack into or insert malicious code, including viruses, trojans, worms, logic bombs, malware, ransomware, or other harmful or destructive code or data, into the Openn Platform or any operating system, including without limitation through password mining, phishing, or other means;
- use web scraping, spiders, crawlers, or automated scripting tools or software in connection with the Openn Platform;
- circumvent the Openn Platform’s structure, presentation, or navigational function so as to access or obtain information that we have chosen not to make publicly available through the Openn Platform;
- use the Openn Platform in any manner which could damage, disable, overburden, or impair the Openn Platform or interfere with the function of, or any other party’s use and enjoyment of, the Openn Platform, including without limitation engaging in conduct that places an unreasonable or disproportionately large load on our infrastructure or systems;
- attempt to copy, modify, alter, deconstruct, distribute, create derivatives of, reverse engineer, or reverse-assemble any part of the Openn Platform;
- use the Openn Platform and any information, Property listings, User Data, or content on the Openn Platform to supply to or incorporate in another service, or to create a competing product or service;
- use the Openn Platform to send any advertising, solicitation, promotional material, junk mail, spam, offensive or explicit material, or other unwanted communications, in our sole discretion;
- use the Openn Platform for any unlawful, deceptive, fraudulent, or inappropriate purpose, in our sole discretion. Any commercial use of the Openn Platform beyond what is expressly approved in these Terms requires our prior written approval.
IMPORTANT – YOUR ACKNOWLEDGEMENTS
4.1 You acknowledge and agree that:
- We do not verify or authenticate the identity of any User, nor do we conduct background checks on any User. You interact with and provide information to other Users at your own risk. If you suspect another User may be using a fraudulent identity, notify us at
- We do not review, approve, edit, or control any content provided by any User, including without limitation any Property Information or Offer.
- We are not an auctioneer, Seller, Broker, or Qualified Bidder of any Property.
- We are not your agent, attorney, partner, or representative, nor do we have a fiduciary relationship with you. We do not represent you in, nor do we participate in, any interaction, negotiation, transaction, contract to purchase Property, or relationship, legal or otherwise, between you and other Users.
4.2 We reserve the right to make changes to the Openn Platform without notice to you at any time. We retain complete control over the Openn Platform and may alter, amend or cease the operation of Openn at any time in our sole discretion.
4.3 Property Information and other material available through Openn is submitted by Brokers or their associated representatives and other Registered Users. We do not review, confirm, or verify any Property Information submitted by Users, including without limitation the accuracy, completeness, currency of such Property Information or the availability of the Property. You should undertake such inquires and investigations as are necessary to confirm that the Property Information is accurate and complete before making any decisions relating to that information.
Additional Acknowledgements and Warranties
If you are a Broker
- you are a Registered User;
- you are authorized in writing by us to use the Openn Platform to conduct a sale of the Property on behalf of the Seller;
- you hold all licenses, registrations, approvals, and accreditations required to list the Property and conduct a Digital Sale of the Property on behalf of the Seller, including without limitation a real estate agency license;
- the Seller has authorized you in writing to offer the Property by Digital Sale using the Openn Platform;
- you have obtained all necessary documents pursuant to the applicable laws in any relevant jurisdiction to sell the Property on the Openn Platform;
- the Seller has agreed in writing to be bound by these Terms, the contract to purchase the Property executed between Buyer and Seller, the terms and conditions relevant to the Sale Method, and all applicable laws, rules, and regulations related to the sale of the Property;
- You will not post any Property Information that is inaccurate, deceptive, misleading, fraudulent, defamatory, obscene, or that infringes the rights of any third party, including without limitation any copyright rights;
- you have obtained all necessary documents from Qualified Bidders to allow them to bid on the Property (where the Sales Method requires this);
- you will maintain all necessary
records as required by the applicable laws in each jurisdiction; and
If you are a Seller
- you have the authority to list the Property for sale; and
- you have authorized the Broker to list the Property for Digital Sale.
If you are a Qualified Bidder
5.3 If you are a Qualified Bidder or Buyer, you acknowledge that:
- the Broker is solely responsible for conducting the Digital Sale and negotiation, and for any information relating to a Property which is made available through the Openn Platform;
- you accept responsibility for any bidding activity on your User Account or using your unique identification number, regardless of the manner in which the bid was made.
Intellectual Property Rights
8.1 Nothing in these Terms constitutes a transfer of any intellectual property rights. You acknowledge and agree that, as between you and us, we and our licensors own all copyright, trademark, trade secret, patent, and other intellectual property rights to the Openn Platform, including without limitation all text, images, software, artwork, photographs, video, audio, designs, and documentation thereof, in all formats, media, and translations throughout the world. The Openn Platform is protected by international copyright laws. You are prohibited from adapting, reproducing, distributing, or publishing any portion of the Openn Platform without our prior express written consent.
8.2 You agree you will not remove any proprietary notices from the Openn Platform or any User Materials, content, or information displayed on the Openn Platform.
8.3 All trademarks, servicemarks, trade names, logos, slogans, trade dress, and other branding (collectively, the “Trademarks”) on the Openn Platform are owned by us or our licensors. You are strictly prohibited from using any Openn Trademarks without our prior express written consent.
Links to External Websites
9.1 On occasion, the Openn Platform may include links to one or more external websites or resources operated by unrelated external third parties, or an external website may provide a link back to the Openn Platform.
9.2 Links to external websites are provided for your convenience only. We do not endorse or guarantee any external websites linked to or from the Openn Platform, or the content on the external websites, nor should any links be deemed to imply any such endorsement or guarantee.
9.3 We do not control and we are not responsible or liable for any external website or any content, advertising, products, or other materials on or available from such external websites.
9.4 Access to external websites is at your own risk.
Fees, Services, and payment terms for Brokers
11.1 The terms in this section apply to Brokers using the Openn Platform.
11.2 We charge fees for our products and services (the “Services”) including, without limitation, the following Services:
- uploading Property Information onto the Openn Platform to conduct a Digital Sale by a Sales Method or otherwise (an “Upload”);
- training provided to real estate agents (the “Training”); and
- ancillary and complementary products and services which aid in the use of Openn such as brochures (the “Products”).
11.4 Upload: Uploaded Property Information is only displayed on the Openn Platform after payment is received. When generating an Upload, you can choose between the following fee structures:
11.4.1Upload fees are discounted from our standard ‘No Sale No Fee’ or ‘Sale’ fees and are non-refundable once we have provided the Service. You must make a pre-payment in full to access this Service;
11.4.2 'No Sale, No Fee' or 'Sale' fees. If a Property is passed in or withdrawn from the Openn Platform, and the Property is not sold within the following fourteen (14) days from the date of withdrawal (via Openn OR via any other means), you may be entitled to a refund. To qualify for the refund:
- You must first prepay the fees in full to access this Service. The Property must then be withdrawn from the Openn Platform (properties that are ‘passed in’ must still be withdrawn completely from the Openn Platform).
- You must request a refund in writing to us within two (2) weeks of withdrawing the Property from the Openn Platform by sending an email request directed to email@example.com. You will forfeit your right to a refund if the Property is not withdrawn within two (2) weeks from the completion of the Final Bidding Stage in Openn Negotiation, Final Offer Stage in Openn Offers, or Final Submission Date in Openn Tenders. We will pay any refunds due to you for the ‘No Sale, No Fee’ Service within a reasonable time after your request and after we have verified that you are entitled to a refund.
'Bulk Discount' fees for bulk Upload orders are discounted from our standard ‘No Sale No Fee’ or ‘Sale’ fees and entitle you to credits towards Uploads and (at times) bonus Upload credits that must be used within twelve (12) months of ordering. Bulk discounts are non-refundable once we have provided the credit tokens or after the expiration of the 12 month period. The Upload Service is deemed to be provided by us when your Upload goes live on the Openn Platform. You are not entitled to a refund if you simply change your mind or are dissatisfied with the Upload you ordered.
11.5 Training: The fees (the “Training Fee”) for a Training Service are non-refundable except if we cancel or cannot provide you with the Training. If you elect to choose online certification, the Training Service is deemed to have been provided by us once you are given access to the online Training platform. If you choose webinar based or agency Training, the Training Service is deemed to have been provided by us when we first make the Training available to you, regardless of whether you are able to attend or do attend. If you are unable to attend the Training within three (3) months of purchase, the Training Fee is non-refundable.
11.6 Products: The fees for Products are non-refundable once we have provided the Products to you.
11.7 All fees are payable at the time of ordering the Service, unless otherwise provided in these Terms or the Openn Platform.
11.8 Prior to ordering a Service that has a fee, you have an opportunity to review and accept the fees that you will be charged based on any applicable schedule of fees and charges as shown on the Openn Platform.
11.9 We reserve the right to change our fees from time to time, and will notify you of such change by placing updates on the Openn Platform and listing the updated fee on the payment screen when you purchase a Service. We may choose to temporarily change the fees for our Services for promotional events (for example, discounts on memberships) or new Services, and such changes are effective when we post the temporary promotional event or new Service on the Openn Platform.
11.9 All prices are listed in United States Dollars, unless otherwise indicated.
11.10 We cannot process your payment until we receive all the information we need from you, including relevant credit card details. By providing credit card or other payment details to us, you represent and warrant to us that you are the authorized accountholder and that you consent to such charges.
11.11 We reserve the right to decline any payment for security reasons, suspected fraud, insufficient funds, or any other lawful reason. Processing of payment may be delayed due to daily spending limits or other reasons beyond our control. We may require verification of your identity prior to processing payment for security purposes.
11.12 If we incur a third-party cost to process a card payment or other transaction, we may charge a reasonable transaction fee.
11.14 You are responsible for paying any taxes associated with the fees, including any sales, duty, goods and services, or value added taxes, which may be applicable depending on your jurisdiction. These taxes will be added to fees billed to you, if applicable.
Limitations of Liability, Disclaimers of Warranties, and Indemnity
13.1 The Openn Platform an content and materials on the Openn Platform are provided ‘as is’ ‘as available’ and, to the extent permitted by law, without warranties of any kind, either express or implied, including but not limited to implied warranties of acceptable quality and fitness for a particular purpose, title, compatibility, security, accuracy, merchantability, quiet enjoyment, or non-infringement of intellectual property rights. We do not warrant that the Openn Platform is secure, free from viruses, bugs, worms, interruption, errors, theft or destruction, or that the Openn Platform will meet your requirements. We disclaim any warranty with respect to Properties, including without limitation any warranties of accuracy, habitability, zoning, fitness for a particular purpose, title, or any warranty that a Property will sell. You use the Openn Platform at your own risk.
13.2 In no event will Openn or our officers, directors, shareholders, or agents be liable to you under any theory of liability, including negligence, for any indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, or for any damages for loss of profits, goodwill, use, data or other intangible losses, even if we have been advised of the possibility of such damages, including without limitation those arising out of, or resulting from: (a) the use or the inability to use the Openn Platform, Services, or any materials, data, or information in the Openn Platform or Services; (b) the use of any material on any website or websites linked to or accessible from Openn; (c) the removal of your Property Information from the Openn Platform in accordance with these Terms; (d) unauthorized access to, interruption of, or alteration of your transmissions or data, or failure of any telecommunication or power lines, or mobile carrier failure; (e) statements, actions, decisions, errors, or conduct of any third party, including without limitation any User Materials; (f) any damage to your computer system resulting from your use of or interaction with the Openn Platform or User Materials; (g) any User’s breach of applicable law; or (h) any other matter relating to your use of the Openn Platform.
13.3 We are not a party to any transactions between you and any other User. You communicate with other Users, and enter into transactions with other Users, at your sole risk. You hereby release us from any claims, damages, losses, lawsuits, liabilities, costs, and expenses arising out of a dispute between you and any other User.
13.5 You further agree that in the event of any failure of the App to conform to any applicable warranty (including any statutory warranty as to merchantable quality or fitness for purpose), you may notify each of Apple and/or Android (as the case may be), and Apple and/or Android will refund the purchase price (if any) for the App to you against substantiation of the payment of the purchase price for the App by provision by you of the Store receipt of payment of the purchase price; and that, to the maximum extent permitted by applicable law, neither Apple nor Android will have any other warranty obligation whatsoever with respect to the App to you including liability for any other claims, losses (including current or prospective economic loss),
liabilities, damages, costs or expenses attributable to any failure to conform to any warranty aforesaid.
13.7 You acknowledge and agree that neither Apple nor Android nor any other Store shall be liable to furnish to you any maintenance and support services with respect to the App.
13.9 You further agree that we alone (and not Apple or Android) are responsible for taking steps and implementing procedures to address any claims by you or any third party relating to the App or your possession and/or use of the App including, but not
limited to: -product liability claims; -any claim that the App fails to conform to any applicable legal or regulatory requirement; and -claims arising under consumer protection or similar legislation, -and which claims shall, in any event, be limited to the maximum extent permitted by applicable law.
Security and Privacy
14.1 We undertake to take all due care with any information which you may provide to us when accessing Openn. However, no online transmission is 100% secure. We do not warrant and cannot ensure the security of any information which you may provide to us. Information you transmit to us is entirely at your own risk although we undertake to take reasonable steps to preserve such information in a secure manner.
15.1 The Terms terminate automatically if, for any reason, we cease to operate Openn.
15.3 Without limiting our other rights under the Terms, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, or we determine (in our sole discretion) your activity on the Openn Platform as anything other than genuine and reasonable, we reserve the right to suspend or terminate your User Account and to refuse any and all current or future use of the Openn Platform.
15.4 You can terminate your User Account at any time for any reason by _____
15.5 We have no liability for any costs, losses or damages of any kind arising as a consequence of terminating access to the Openn Platform.
16.1 We shall not be liable for any delay in performing any of our obligations under the Terms if such delay is caused by circumstances beyond our reasonable control and we shall be entitled to a reasonable extension of time for the performance
of such obligations.
17.1 We may amend these Terms from time to time. If we do, the amended Terms will be published on the Openn Platform, the effective date will be updated, and, to the extent practicable, we will identify the amendments made since the Terms were last changed. You acknowledge and agree that it is your responsibility to check for updates to these Terms. You further agree that your continued use of the Openn Platform is acceptance of our amendments to these Terms.
Digital Millennium Copyright Act (DMCA)
18.1 If you believe any content or material on the Openn Platform infringes your copyright rights, please see our Digital Millennium Copyright Act (DMCA) Statement.
We endeavor to make the Openn Platform accessible for all to use. We have taken steps and regularly assess the Openn Platform to achieve compliance wiwth generally recognized and accepted standards for accessibility. If you have difficulty accessing portions of the Openn Platform, please contact us at _______.
18.1 If any part of these Terms is found to be void, unlawful, or unenforceable then that part will be deemed to be severed from these Terms and the severed part will not affect the validity and enforceability of any remaining provisions.
18.2 In the event of any inconsistency or conflict as between these Terms and the Apple Terms and Conditions and/or the Android Terms and Conditions (as the case may be), these Terms shall prevail to the extent of such inconsistency or conflict only.
18.3 The Terms will be governed by and interpreted in accordance with the laws of ____.
18.4 You agree to the jurisdiction of the courts of ____ to determine any dispute arising out of these Terms.
18.5 The Openn Platform and the materials, data, and content on the Openn Platform are provided for information purposes only, and should not be construed as providing legal, real estate agency, tax, or other professional advice. You should consult your personal advisors prior to making any decision or taking any action.
18.6 You cannot assign any rights or obligations under these Terms to any third party without the prior written consent of Openn.
18.7 Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.
18.8 Any failure by us to enforce any provision of these Terms does not constitute a waiver of such provision.
Any questions or legal notices related to these Terms can be sent to:
Openn North America, Inc.
20.1 In these Terms, the following words have the meanings set out below:
- Android means Google Inc., a Californian corporation with its principal place of business at Mountain View, California, USA, and any Google subsidiary including, but not limited to its related entity, Android Inc.
- Android Terms and Conditions means the terms and conditions prescribed by Android in its App Store for the acquisition and use of applications, devices and systems supplied through the App Store including any App Store terms of service published from time to time and claims by Android for copyright, disclaimers and other proprietary notices.
- Apple means Apple Inc., a Californian corporation with its principal place of business at One Infinite Loop, Cupertino, California, USA, and any Apple subsidiary.
- Apple Terms and Conditions means the terms and conditions prescribed by Apple
in its App Store for the acquisition and use of applications, devices and systems supplied through the App Store including any App Store terms of service published from time to time and claims by Apple for copyright, disclaimers and other proprietary notices.
- Store or App Store means an electronic store and its storefronts from which you purchased or downloaded the App including, but not limited to an electronic store and/or its storefronts branded, and owned and/or controlled by Apple or an affiliate of Apple or owned and/or controlled by Android or an affiliate of Android.