1 . Accepting These Terms

This document and the other documents referenced below constitute our Terms of Use (“Terms”).

These Terms are legally binding between you and divieight, a Utah limited liability company (herein “divieight”). Although any party may simply visit divieight.com (sometimes referred to herein as the “divieight website”) without formal acceptance, the binding of these Terms mutually upon you and divieight is applicable as described following. As described herein, these Terms may be updated.

Disputes are referenced in Section 11. That Section contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to divieight those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or representative actions. *

These Terms set forth your rights, responsibilities, acceptance as well as concurrence and are binding when you use divieight.com, our mobile app, if any, (also herein referred to as “divieight.com”) and the other services provided by divieight (referred to collectively as “Services”). Using, accessing or consuming any of our Services constitutes your acceptance and agreement to the Terms.

2. Other Documents

Services offered by divieight may include, but are not limited to, the acceptance and archiving of Priority Reservations and the preparation of the Priority Reservation Agreement (herein “PRA”) (both are more fully described separately). Another document service may include the preparation of the divieight Co-Ownership Operating Agreement (herein “COOA”). The COOA sets forth the mutual responsibilities and mutual expectations concerning co-ownership of real estate as contemplated herein. Although copies of these documents (whether paper or electronic) may be provided hereafter, your good faith intent to access, accept or use the PRA and COOA, with their specific terms and conditions, is herein and hereby established upon your acceptance and use of the PRA. You may ultimately choose not to accept and use them. Flexibility and ability to so choose may become limited, restricted or conditional if such choice follows the making of other commitments contemplated in the entire transaction process. Both are proprietary to divieight. In all cases and instances, you will respect their proprietary nature. Consequences for failure to so respect them may be imposed by an arbitration provided for herein. You acknowledge and accept that these documents mentioned, except as noted herein, are not intended to be modified. Consequently, these documents are accepted by all as being equitable for ease in replicating Services by divieight. Any modification of these documents shall only occur when such is needed to comply with State law or unique circumstances otherwise identified in the sole discretion of divieight. Further, any such modification will occur only when instructed or effected by competent legal counsel. Reproduction or use of these documents (whether by electronic or paper copy means) outside the contemplation of these Terms is specifically prohibited. If such reproduction or use of either is discoverable, divieight is entitled to reparations. Authorization for your own use of the COOA occurs when: 1) you give specific acceptance and concurrence of the COOA terms when required by divieight, 2) all the prospective parties are deemed to have been assembled for sharing in ownership (herein “Parties”), 3) the completion of the closing or settlement of a real estate purchase transaction occurring as contemplated with our Services, 4) the occurrence of any mutually agreed upon revision or modification, if any, of the COOA by the Parties prior to closing or settlement; and; 5) there is consummation of any other matters or items required by law to validate the COOA and make it enforceable upon the Parties thereto. Such items may include, but not be limited to, consideration or termination.

With oversight of legal counsel, Services offered by divieight may also include, 1) the ordering of appraisals and inspection reports, 2) the reviewing of the same in communication with clients and/or clients’ agents, 3) the absorbing of certain costs associated with repairs arising from inspection review, 4) the contracting with a local property manager, and/or 5) the preparation and registration of a limited liability company (LLC), duly comprised of the Parties, to take title at closing or settlement. It is understood that in some cases, an LLC may be needed to: i) simplify financing a purchase, ii) protect the privacy of the individual buyer(s), iii) facilitate the issuance of homeowners insurance, iv) facilitate the receiving of real estate property tax notices; or, v) to simplify the Parties’ interaction with a homeowners association, a neighborhood or a governmental entity. Otherwise, the existence of such LLC specifically does not restrict use, privileges or responsibilities of individuals among the Parties as set forth in the COOA.

Users of our Services (including anyone seeking or utilizing information provided by), individually and collectively accept and are subject to the terms of our Privacy Policy and our Anti-Discrimination Policy. These policies also apply to intellectual property owners, affiliates and anyone requesting information from divieight. Those terms and policy are found in Section 6 hereto

3. Our Services

Subject to updates on our services (herein “Services”), our value proposition to buyers and sellers of real estate, as well as to real estate professionals, include merits and benefits as shown below. Each of the following is understood indisputably to hold value worthy of compensation to divieight. Further, each are understood to be services different from those performed by a real estate agent and, therefore, merit and justify compensation to divieight that is distinct from a real estate sale or purchase commission. divieight neither receives nor shares in any real estate sale or listing commission.

Our value proposition includes, but is not limited to:

1. 1. The divieight website, and companion site landing page and the communication dynamics and functionality of the same
   2. Video podcasts
   3. Personal guidance and coaching from the principals of divieight
   4. Guidance in, and the preparation of, unique documentation custom to the transaction process
   5. The preparation and registration of an LLC as noted in Section 2 above
   6. Limited assistance in facilitating the purchase of properties and assistance in securing and reviewing an inspection, in curating property owner’s insurance, title insurance and the closing (or settlement)
   7. Limited representation of clients by and through agreement(s) with divieight for services rendered both before and after the closing

It is hereby disclosed and expressly understood that divieight, in its sole discretion, may pay bonuses to persons or entities for referrals facilitating real estate transactions doing so through the appropriate real estate broker. Further, such bonuses may be paid at or around the time of closing and are to be paid by and from divieight.

Regarding item 1 above, it is understood that under some circumstances, and at the sole discretion of divieight, access and use of divieight.com may be done without cost or charge as published thereon. At or before the closing of a sale and purchase transaction, there is intended to be compensation paid to divieight for use of, or benefit from, the Services noted in items 1 through 6 above. As it is anticipated that funds constituting such compensation are not collected or received from the escrow or closing agent, such funds may be paid through other appropriate channels as allowed by law. This compensation is distinct from any real estate sale or purchase commission.

Relevant to item 3 above, in-person, educational presentations to real estate professionals by the principals of divieight may be contracted for and obtained under terms that are not published but which may be learned of by contacting the principals of divieight (or info@divieight.com).

Relevant to, and subject to, the Real Estate Settlement Procedures Act, as amended (herein “RESPA”), it is hereby disclosed to all parties, including but not limited to Buyers, Sellers and real estate professionals, that divieight will curate and secure services noted in item 6 above unless it is timely and expressly objected to by any buyer or seller of real estate (and not merely by any agent of the same). Further, it is expressly understood that divieight will make a good faith effort to curate and secure the same in accordance with the lowest and best rates (or prices) and may accept input from real estate agents concerning such. Finally regarding item 6, it is disclosed and understood that divieight will not share in or receive any compensation or remuneration for so curating, arranging or securing.

It is disclosed that performance by divieight of Services noted in item 7 above (or the contracting for) includes, but is not limited to:

• • Prior to, and at the time of, closing. By and through a certain formal agreement referenced herein (PRA), divieight shall act for and in behalf of buyers. According to the terms of that agreement, it is understood that title is to be held by and through a duly registered limited liability company (LLC) which those buyers will have accepted and paid into. Although the PRA shall have established the role of divieight as manager of the LLC, it is expressly understood that divieight is not, and shall not be, an owner of real estate. Notwithstanding the foregoing, the PRA also establishes that in acting on behalf of said buyers, divieight is the. In these Terms, where the term “Buyer” is used and grammatically distinguished by the “capital B”, it is understood that divieight is the Buyer of real estate and is the client of a single buyer’s agent so selected and designated in the sole discretion of divieight. However, it is noted that any client of divieight may have been formally represented by a real estate professional prior to the time of entering into the PRA with divieight. In such case, divieight shall make every good faith effort to honor that client relationship. The honoring of that relationship shall include, but not be limited to, divieight’s effort to ensure that such other agent is properly compensated. It is noted that any act or action by any divieight client, that is made or taken outside the scope of the PRA, is considered by divieight to be unreasonable and irrelevant to the PRA. Accordingly, such act or action is disclaimed and divieight assumes no responsibility or consequential obligation for such.
  • After the time of closing. By and through a certain formal agreement referenced herein (COOA), and subject to its terms, divieight shall act as property administrator for and in behalf of co-owners. This aspect of property administration after the closing includes the setting up of accounts (such as for utilities, cable, homeowners insurance, etc.) and the paying of all pertinent monthly bills for operating the property. divieight is presumed to be the recipient of such bills in behalf of the co-owners. Administration also includes the timely payment of property taxes. Separate from, but in addition to compensation to divieight, co-owners are monthly billed for their proportionate share of operating costs. For example, and subject to all the terms of the COOA, if an individual co-owner owns a 1/8th share of the property, that co-owner will be billed monthly for the co-owner’s share of the electric bill, the cable bill, etc. If the monthly electric bill were $80, that individual co-owner’s share of the bill would be $10. divieight does not earn or apply any mark-up on any monthly bill associated with operating the property (including also the cost of taxes), etc. For ease of co-owner access and for auditing, copies of all such operating costs administered by divieight are shown in a secure location on the divieight website.

• • Property use. This aspect of administration provides for the online posting and maintenance of the property use calendar. Following closing, co-owners will have already secured use and enjoyment of their property under the terms of the COOA, as reference above. The property use calendar, mutually agreed upon, is an attachment to the COOA. Co-owners have secure online access to it through a divieight website by which co-owners may examine the calendar. Further, co-owners have the secure, online ability to communicate with one another, which communication allows for exchanged use (agreeably swapping use dates with one another as may be desired). In such cases, divieight must absolutely be aware of agreed upon exchanges for purposes of accurate bookkeeping and billing.

The performance of Services noted under item 7 above, as well as for those Services noted in items 1 through 6 having intrinsic and essential value, are compensated for by the buyer(s) as provided for in the PRA. Such fees may not be shown on the settlement statement and the appropriate disbursement to divieight occurs on, or about, the time of closing subject to the terms of the PRA. Further, regarding the compensation received after the closing, which compensation is pertinent to the property administration, the dollar amount is thought to be nominal and is received according to the terms of the COOA.

It is expressly understood that neither the principals of divieight, nor the employees, are property managers. However, divieight does contract with a licensed property manager (local to the market where such property is located) for the performance of certain needed functions. divieight does not market the property for rental or lease. divieight does not collect rental income for the property, if any. divieight does not coordinate or make payment for any note, mortgage or debt on the property. Although it is intended that divieight perform a property condition assessment, divieight not assume the sole responsibility for doing so and does not coordinate, undertake or schedule the making of needed repairs. divieight will convey to the co-owners any property condition assessment received from a licensed property manager. Otherwise, in all cases, such tasks are of equal responsibility of the property co-owner(s) themselves.

It is understood that none of divieight’s compensation is derived from what would otherwise be commissions paid to real estate agents – which commissions have been fully earned by the same. Compensation paid to divieight, as set forth herein, is fully deemed to be of a separate, but valuable, nature apart from the work of real estate professionals.

4. Your Content

divieight makes no claim to content that you post (herein “Your Content”), or provide for posting, on divieight.com or any social platform utilized by divieight. Such is deemed to be your content Your content may be photography, images, property descriptions, etc.

1. 1. Responsibility for Your Content. You are solely responsible for Your Content. You represent that you have all necessary rights to all parts of Your Content and that you are not infringing or violating any third party’s rights by posting it. You agree that maintenance of Your Content is essential. However, at such time when your Content becomes unacceptably dated in its relevance, divieight may, in its sole discretion, remove Your Content previously posted.
   2. Permission to Use Your Content. By posting Your Content through our Services, you grant divieight a license to use it. Although it is understood that divieight has your permission to use Your Content, divieight claims no ownership in Your Content. It is expressly deemed that divieight’s use of Your Content has the effect of promoting it. Further, and subject to 4A above, it is understood that divieight has not, and will not, infringe upon any rights you have in Your Content.
   3. License Rights Granted. By posting Your Content, you grant divieight a license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content that is non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable and perpetual. It is understood that such allows divieight to further provide our Services inuring to the mutual benefit of divieight and you. You agree not to assert any moral rights or rights of publicity against us for using Your Content. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Content contains any personal information.
   4. Reporting Unauthorized Content. Respecting intellectual property rights, divieight is committed to following appropriate legal procedures in removing infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, you are to provide a clear and written instruction to remove it. Accordingly, divieight will take responsibility to remove it, disable it or see to its removal.
   5. Inappropriate, False, or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive to our Terms by reasonable interpretation. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

5. Your Use of Our Services

License to Use Our Services. Pertaining specifically to divieight, divieight grants you a limited, non-exclusive, non-transferable, and revocable license to use our website—subject to these Terms and the following restrictions in particular:

1. 1. Prevailing Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you.
   2. The payment of bills. You are responsible for paying all fees, if any, that you owe to divieight. Except as set forth herein, and any document contemplated herein, you are also solely responsible for collecting and/or paying any applicable taxes, if any, for purchases or sales you make through our Services.
   3. Website propriety. You agree not to crawl, scrape, or spider any page or aspect of divieight or to reverse engineer or attempt to obtain the source code without our express permission.
   4. Integrity of our Systems. You agree not to interfere with or try to disrupt any of our Services. Distributing a virus, excessive requests to our site or platform, or other harmful computer code are examples of disruptions to the integrity of our systems.
   5. Trademark Policy. For purposes of using our Services, and subject to prevailing law, you agree and accept that the name “divieight” and the other divieight marks, phrases, logos, and designs that divieight may use in connection with our Services are proprietary only to divieight. Your use is not permitted except by subsequent mutual agreement.
   6. Nature of relationship. Except for your licensed responsibility to act as an agent for your client due to the nature of the transaction contemplated, no agency, partnership, joint venture, employment, or franchisee relationship is created between you and divieight.
   7. Accuracy of information. Where your name is registered or used, the same should be accurate. Further, you may not use language that is offensive or vulgar, that infringes on someone’s intellectual property rights, or that otherwise violates the Terms. Further still, you are solely responsible for any activity pertaining to your registration (such as with content posted). You are urged to keep any password secure and updated.
   8. Interaction. Our Services, pertaining to a unique and non-traditional real estate transaction, facilitate your interaction with other individuals, either online or in person. However, you understand that we do not screen users of our Services other than to meet lawfully incumbent compliance and legal obligations, if any, and you release us from all liability relating to your interactions with other users.
   9. Commissions earned in connection with use of our Services. As stated previously, divieight does not earn, nor is it entitled to earn, real estate sales commissions. Nevertheless, you understand that the functionality of divieight.com is dynamic. Unless there are factors or conditions to be considered in the sole discretion of divieight, it is presumed that website registration is open to all, whether by private individuals or real estate professionals of any discipline. As such, one of the intended outcomes is to facilitate the rapid, if not simultaneous, assembling of buyers. Further, real estate agents outside of the subject Multiple Listing Service (MLS) area may refer or provide a buyer(s) to the process. This may result in not only their own access and use of our Services, but also in the pervasive geographical growth of reach and impact through divieight platforms. It is understood and agreed that this development ultimately inures to the benefit of all who are motivated by the benefits and merits of co-ownership and the offering of real estate for sale. No one is justified in seeking or preferring an artificial limitation on the productivity of divieight platforms. The entitlement of a monetary commission is hereby established for any real estate agent regardless of the agent’s licensing jurisdiction and regardless also of whether such agent(s) lives or works outside the MLS area where the subject property is located. Accordingly, if an agent(s), refers a buyer (meaning that the agent does not represent the buyer by formal agreement) to the purchase process, such agent(s) shall be entitled at closing to a commission split (as is customary and traditional within the real estate industry) attributable to that buyer’s portion of the transaction. Example, if the prevailing and traditional commission to be earned by a buyer’s agent is 3%, such referring agent is entitled to presumably 1/4 of 3% (customary to the industry) attributable to the buyer referred. The rationale is simply that the finding of buyers for a unique transaction, and the desired speed for doing so, is thought to require a broad outreach thus justifying appropriate incentive. Reference in this paragraph to industry custom and tradition is emphasized. These Terms recognize that buyer’s agents may engage in industry practice beyond the MLS area where such agents typically live and work. This paragraph, together with its references to compensation, is intended to accommodate only those situations which are considered to be just and reasonable – and not opportunistic or contrived. For those persons who formally register on this website, your acceptance of these terms and conditions constitutes waivers accordingly. Therefore, you understand and agree that such commission structure, for purposes of our Services, is in effect, that it is indisputable and that it shall not be enjoined unless by formal and authoritative policy of the State real estate commission (or recognized licensing entity of the State where the subject property is located). As stated previously, a separate referral bonus may be paid by divieight in addition to such commission-split referenced herein.

6. Our Privacy and Anti-Discrimination Policy

Any personal information you provide to divieight is expressly understood and deemed to be used only in the advancement of achieving a co-ownership in real estate as contemplated by our Services detailed herein. As the potential for co-ownership is the motive and object of your use of our Services, you agree to hold divieight harmless in making such use of personal information. divieight is not permitted to sell or re-market your personal information for uses clearly outside the scope of these Terms. By using our Services, you agree that we can process your personal information in furtherance of the foregoing.

divieight and real estate professionals may process personal information for the purposes contemplated herein. Further, divieight, and real estate professionals are separately responsible for the personal information they process in the advancement of divieight Services. If the handling of such personal information is discovered to have been done inappropriately, whether intentionally or by accident, you agree to hold the other harmless. For the avoidance of confusion, if a real estate professional is discovered to have inappropriately handled personal information obtained from divieight, you agree to hold divieight harmless and without liability. Further, if divieight is sued, fined or otherwise incurs expenses because of something that you did as a joint data controller of personal information, you agree to indemnify divieight for the expenses it incurs in connection with your processing of personal information.

Our anti-discrimination policy is that which is promulgated by the real estate industry generally. Your acceptance of the same is required for the utilization of our Services. Our policy prohibits the use of our Services by persons who discriminate against, or grant preferential treatment to, any individual or group on the basis of race, sex, color, ethnicity or national origin.

7. Termination

divieight may terminate or suspend your registration and your access to the Services should we have reason to believe you, your Content, or your use of the Services violate our Terms. divieight will make a good faith effort to notify you of such.

8. Warranties and Limitation of Liability

Although divieight may procure the services of various professionals including, but not limited to real estate agents, brokers, insurance agents, closing agents, property managers and attorneys, you agree to hold us without liability, except under conditions of clear negligence, for the execution of services so procured. Further, you agree to hold us without liability for the actions or comments of any of those listed here, except where such is prohibited by law. To be sure, if it becomes necessary to seek remediation in your behalf, you agree to indemnify divieight for the expenses it may incur in connection with such seeking. divieight assumes and accepts accountability for our responsibilities reasonably understood to be incumbent upon divieight.

Although divieight provides a venue for the posting of content, divieight does not make any warranty about quality, safety, authenticity, or their legality. In the unlikely event that materials or content are discovered to be offensive or inappropriate, whether legally or otherwise, it is understood that divieight has made no representations concerning the content posted by users. Receiving notice of the inappropriateness is invited as divieight is committed to securing the removal of such. Regardless, you release divieight of responsibility for the accuracy, copyright compliance, legality, or decency of content posted by users of our Services. You further release us from all liability relating to that content.

Regarding the ownership of real estate, and except where harm or damage is thought to be directly attributable to the action of divieight, any legal claim related to real estate purchased may not be brought against divieight. As such, you otherwise release divieight from any such claim regarding misrepresentation or harm.

9. Indemnification

In the unlikely event that divieight, or any of its employees, is sued due to your actions, you agree to defend and indemnify divieight. Further, you agree to hold divieight, and any of its employees, harmless from any legal claim or demand, including reasonable attorney’s fees, that arises from your actions, your use, or misuse, of our Services, your breach of the Terms, or you or your registration’s infringement upon someone else’s rights.

Notwithstanding indemnification described above, divieight reserves the right, and you agree to cooperate and allow divieight to handle its legal defense according to its sole judgment.

10. Disputes with Other Users

In the unlikely event that users of our Services have unresolved disputes with other users of our Services, you nevertheless release divieight from any claims, demands, and damages arising out of disputes with other users or parties.

11. Disputes with divieight

In the unlikely event that a dispute with divieight arises, divieight is committed to resolving such amicably. If such resolution appears to be impossible, the following rules will govern a legal dispute involving our Services.

1. 1. Governing Law. In all cases and without respect to the jurisdiction, location or preference of the party bringing the dispute, these Terms are governed by the laws of the State of Utah. An exception to this may be in force with respect to consumer protections for persons whose permanent residence is outside of the United States.
   2. Arbitration. You and divieight agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules, as amended or updated, are deemed to be incorporated by reference into this section). Arbitration, including threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration or mediation under the Terms will take place on an individual basis. You understand that by agreeing to the Terms, you and divieight are each waiving the right to trial by jury or to participate in a class action lawsuit. Class arbitrations shall only be available if requested by either party under its Class Action Arbitration Rules and approved by the arbitration entity. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator or mediator. You may instead assert your claim in “small claims” court but, only if your claim qualifies. Such claim shall remain in such court and your claim shall remain on an individual, non-representative, and non-class basis.
   3. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules, and in the case of CEDR, its rules. If the value of your claim does not exceed $1,000 USD, divieight will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose. For mediation through CEDR, the parties will pay their share of mediation costs, and under certain conditions such fees may be refundable to you, depending on the outcome of the mediation.
   4. Forum. As divieight is based in Utah, any legal action against divieight related to our Services must be filed and take place in Salt Lake County, Utah. For all actions under the AAA Rules, the proceedings may be filed where your residence is, or in Salt Lake City, Utah, and any in-person hearings will be conducted at a location which is reasonably convenient to both parties taking into account their ability to travel and other pertinent circumstances. For any actions not subject to arbitration or mediation, you and divieight agree to submit to the personal jurisdiction of a state or federal court located in Salt Lake County.
   5. Modifications. If changes are made to this “Disputes with divieight” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against divieight prior to the date the changes became effective. divieight will notify you of substantive changes to the “Disputes with divieight” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send divieight a written notification (including email) or notify divieight of your desire to terminate your registration within those 30 days. By rejecting a modified term or permanently terminating your registration, you agree to arbitrate any disputes between you and divieight in accordance with the provisions of this “Disputes with divieight” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you renew your registration, or create a new registration, you agree to be bound by the current version of the Terms.

12. Changes to the Terms

Terms may be updated from time to time. If we believe that the changes are material, we will advise you by posting the changes through the Services and/or sending you an email or message about the changes. Continued use of our Services constitutes your acceptance of the updated Terms.

13. Severability

If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.

14. Contact Information

If you have any questions about the Terms, please email us at info@divieight.com.

15. Acknowledgement, Acceptance and Agreement

Your registration on, and use of divieight.com, and your access or use of any of our Services, expressly constitutes acknowledgement, acceptance and agreement with these Terms.

*In some countries you may have additional rights and/or the preceding may not apply to you.