By accepting Gparency’ Membership Agreement, the Payor affirms his/her legal capacity and consents to be legally obligated by all the terms and provisions of the Membership Agreement below that corresponds to the Membership type selected on the Payment Page.
GPARENCY Limited Monthly Membership Agreement
Last Updated : Nov 6, 2023
The Membership Agreement (“Agreement”) between the User and Gparency LLC is effective as of the first Membership payment date (“Effective Date”).
The User desires to become a Member of GPARENCY and GPARENCY desires to have Said User participate in all of GPARENCY’s many benefits on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
I. Membership Benefits
Benefits to Gparency Limited Monthly Membership include the following:
- Digital Marketplace – Expanded access to Digital Marketplace, including increased Pipeline History capacity to the maximum number of Pipeline properties selected by the User on the Payment Page.
- Find a Lender – Expanded access to “Find a Lender”, the proprietary matching algorithm that gives access to thousands of lender profiles to help Users match their debt requirements to the right lender. The User will receive up to 5 results based on the property type and the State of the property.
- Promotional Leasing benefit offer (valid through March 31st, 2024) for NJ real estate owners – same day access to the contact information for Tenants who are looking for lease spaces matching the location and property type of the Member’s real estate holdings. After the promotional period ends, Tenants contact information would still be available, but at a 14-day delay.
Disclaimer. GPARENCY shall provide access to the GPARENCY Digital Marketplace hereunder through GPARENCY’s systems, infrastructure and interfaces available at, or through, GPARENCY. GPARENCY DOES NOT GUARANTEE THE COMPLETION OF ANY REAL ESTATE TRANSACTION; THE RECEIPT OF ANY TRANSACTION TERM SHEETS, THE AVAILABILITY OF ANY SPECIFIC TRANSACTION TERMS, OR THE CLOSING OF ANY TRANSACTION. User acknowledges that GPARENCY is not acting as User’s agent or the agent of any lender and is not responsible for performing any investigation or due diligence of any asset, property or business, or for providing professional tax, legal or accounting advice. The User acknowledges that GPARENCY’s marketplace has not been fully developed and that User must bear all risks associated with participating in a developing platform. The User acknowledges that GPARENCY is a source of information and data, and agrees not to rely on the GPARENCY’s data or personnel for advice or recommendations in entering into real estate transactions but rather shall rely on its own due diligence. The GPARENCY marketplace is available to User on an “as-is, with all faults” basis, and User’s use thereof is at User’s own risk. GPARENCY makes no representation or warranty that any content is accurate, complete or reliable. GPARENCY does not assume any responsibility for User’s use or misuse of information transmitted, monitored, stored or received using the GPARENCY website.
Additionally, be advised that before making any investment decisions, it is essential to conduct thorough research and due diligence. GPARENCY cannot, and do not, endorse or vouch for any investment opportunity, and do not accept any liability for any losses or damages that may arise from an investment decision or introduction.
General. This Agreement commences on the Payment Date, and continues in full force for the next 30 days. Notwithstanding the foregoing, (i) GPARENCY shall have the right to terminate this Agreement for any reason whatsoever or for no reason. (ii) Each monthly term shall automatically renew unless User provides to GPARENCY written notice of termination at least five (5) days prior to expiration of the then-current monthly term. Payment of the monthly fee shall be automatic, with GPARENCY utilizing the credit card used to pay the first monthly term, and User agreeing to the same payment type for each payment. (iii) If the User chooses to purchase a higher tier membership offered by the company prior to the expiration of this Agreement, User’s monthly Term will reset and commence from the date of purchase of the new membership.
Cancellation. If User cancels their membership, at the end of the specified term, User’s access and benefits will go back to those offered for free by the Company at the time of cancellation.
Survival of Certain Provisions. In the event this Agreement is terminated or not renewed, the provisions of Articles III (Pricing and Payment), IV (Confidentiality; Intellectual Property Rights), VI.A. (Amendment), VI.B. (Non-Solicitation), VI.C. (Limitation on Liability), VI.D. (Indemnity), VI.E. (Governing Law) and VI.H. (Severability) of this Agreement, as well as all remedies, both legal and equitable arising from or related to this Agreement and any other provision that, by its nature, survives termination of this Agreement, will survive such termination.
III. Pricing and Payment
GPARENCY’s fee for User’s participation in GPARENCY’s real estate marketplace during the Term as provided for herein shall be a fixed fee Paid Monthly. The amount of the fee shall be determined based on the Pipeline size selected by the User on the Payment Page, according to the below cost schedule (the “Fee”). The Fee shall be earned by GPARENCY and payable simultaneously with the execution of this Agreement. The fee will be recurring monthly and paid via the credit card entered for the first transaction. For Members who sign the contract within the Promotional period (Dec 2023), the next recurring payment charged will be April 1st, unless the Member provides a written cancellation request as noted in the Terms section. The Member has the right to terminate this Agreement at any time for any reason whatsoever with no refund. All benefits associated with this contract will be forfeited upon termination.
IV. Confidentiality; Intellectual Property Rights
- User acknowledges and agrees that GPARENCY shall retain all right, title and interest in and to all of GPARENCY’s Confidential Information, including information regarding GPARENCY’s processes, methodologies, documentation, inventions, discoveries, innovations, data, hardware, or networking resources, including all Intellectual Property Rights therein and derivatives thereof or improvements thereto. GPARENCY grants no licenses to the User to use the GPARENCY Confidential Information or Intellectual Property Rights except as specifically provided for herein. This Section IV shall survive the termination or expiration of this Agreement. User authorizes GPARENCY to release or use data derived from User’s use of, and access to, the marketplace under this Agreement, for consideration or otherwise.
- “Confidential Information” means any and all technical and non-technical information, including but not limited to trade secrets, know-how and proprietary information, techniques, plans, engineering, marketing or business plans or financial or personnel matters relating to GPARENCY or its present or future products, sales, suppliers, customers, employees, investors or affiliates and disclosed or otherwise supplied in confidence by GPARENCY to the User, or acquired by User in the course of carrying out this Agreement.
- “Intellectual Property Rights” means all patents (including originals, divisionals, continuations, continuations-in-part, extensions, foreign applications, utility models and re-issues), patent applications, copyrights (including all registrations and applications therefore), trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and other proprietary and intellectual property rights, including moral rights.
- “Data” User acknowledges that it may have access to certain of GPARENCY’s systems and networks for the purposes set forth in this Agreement. If any data is made available or accessible to User, its employees, agents or contractors, pertaining to GPARENCY’S business or financial affairs, or to GPARENCY’s projects, transactions, client or customers, User will not store, copy, analyze, monitor or otherwise use that data except for the purposes set forth in this Agreement. User will comply fully with all applicable laws, regulations, and government orders relating to personally identifiable information (“PII”) and data privacy with respect to any such data that User receives or has access to under this Agreement or in connection with the performance by GPARENCY under this Agreement. User will otherwise protect PII and will not use, disclose, or transfer across borders such PII except as necessary to perform under this Agreement or as authorized by the data subject or in accordance with applicable law. To the extent that User receives PII related to the performance of this Agreement, User will protect the privacy and legal rights of GPARENCY’s personnel, clients, customers and contractors.
V. General Provisions
- Amendment. Except for amendments to User’s Obligations by GPARENCY hereof, which may be modified by GPARENCY upon two weeks prior written notice to the User, no amendment shall be effective hereunder unless mutually agreed upon by the Parties; provided, however, that the User may terminate this Agreement at any time during the aforesaid two week period (time being of the essence) and receive a pro rata recovery of its Fee.
- Limitation on Liability. GPARENCY’s liability under this Agreement will not exceed the total aggregate amounts (fees) paid to GPARENCY by the User under this Agreement.
- Indemnity. User agrees to indemnify and hold harmless GPARENCY, its affiliates and their respective officers, employees, managers, agents, representatives and assigns from and against all third party claims, losses, damages, costs and expenses (including reasonable legal fees and expenses) arising out of GPARENCY’s performance under this Agreement except to the extent caused by GPARENCY’s gross negligence or willful misconduct.
- Governing Law. This Agreement will be construed as having been made in, and will be governed in accordance with the laws of, the State of New Jersey, excluding any applicable conflict of law provisions.
- Counterparts; Due Execution. To facilitate execution, this Agreement may be executed in as many counterparts as may be required to reflect all Parties’ assent; all counterparts shall collectively constitute a single agreement. A legible facsimile or email signature that can be authenticated will constitute an original and binding signature of a Party.
- Independent Contractor Relationship. The relationship between the Parties created by this Agreement is that of independent contractors and not partners, joint venturers, agents or employees. GPARENCY and the User are not agents or representatives of each other.
- Severability. In the event that any provision, or part thereof, of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or part thereof, shall not in any way be affected or impaired thereby.