1. Acceptance
These draft Terms describe a proposed agreement for future VBN + OMS services. They are not finalized and require qualified legal review. Using the current prototype demonstrates product concepts and does not create access to production services.
2. Eligibility
Future eligibility, age, authority, geography, and entity requirements remain subject to legal and operational decisions. Users representing an organization or property owner must have appropriate authority.
3. Account responsibilities
Users are responsible for accurate registration information, credential security, authorized account use, and prompt notice of suspected compromise. Account access should be used only for the roles and organizations the user is authorized to represent.
4. Buyer responsibilities
Buyers must provide accurate information, distinguish self-reported claims, maintain current criteria and readiness status, respect property confidentiality, and conduct independent diligence before proceeding.
5. Seller responsibilities
Sellers must have authority to introduce an opportunity, provide information they reasonably believe is accurate, select disclosure settings carefully, respect buyer confidentiality, and comply with applicable property and transaction obligations.
6. Self-reported information
Information labeled self-reported has not been independently confirmed merely because it appears on the platform. Users must not misrepresent source, status, authority, ownership, capacity, or experience.
7. Verification limitations
Verification describes a particular review or provider result at a point in time. It is not legal verification, a guarantee of identity, funding, performance, creditworthiness, property rights, or closing.
8. Matching limitations
Matching may identify criteria overlap from available data. It is not a recommendation, appraisal, underwriting decision, suitability determination, or prediction that a transaction will succeed.
9. Nonbinding interest
An expression of interest is nonbinding unless the parties later enter a separate written agreement. It may release only information permitted by the user’s disclosure settings and workflow stage.
10. No guarantee of closing
VBN + OMS does not guarantee financing, buyer performance, property condition, seller performance, title, diligence results, agreement, or transaction completion.
11. No brokerage or agency relationship
The current product facilitates discovery and controlled connection. Unless future written terms expressly state otherwise, the platform is not acting as a broker, realtor, fiduciary, agent, lender, title provider, inspector, or attorney for either side.
12. No professional advice
Platform information is not legal, financial, lending, tax, appraisal, inspection, brokerage, or investment advice. Users should engage appropriate licensed professionals for their circumstances.
13. Property information limitations
Property information may be incomplete, seller-provided, delayed, or subject to change. Users must independently verify property condition, ownership, title, zoning, occupancy, financial performance, and other material facts.
14. Document and communication rules
Users must submit only information they are authorized to provide, avoid malicious files or unlawful content, preserve required confidentiality, and communicate honestly. Production file limits and retention rules remain to be determined.
15. Prohibited conduct
Users may not misuse personal or property information, evade access controls, scrape private data, impersonate others, manipulate status, introduce unlawful opportunities, harass participants, interfere with services, or use the platform for fraud or discrimination.
16. Intellectual property
The platform design, software, branding, and original content are intended to remain owned by [LEGAL ENTITY NAME] or its licensors. User-content license scope and feedback terms require attorney review.
17. Third-party services
Future identity, communications, storage, mapping, analytics, or other providers may apply separate terms. The platform is not responsible for third-party services beyond obligations established by law and finalized agreements.
18. Fees and future paid services
The prototype does not process payments. Future pricing, taxes, renewals, refunds, and fee changes will require separate disclosure and agreement before paid services launch.
19. Suspension and termination
Future services may suspend access for security, legal, policy, payment, or abuse reasons. User termination rights, data export, notice, appeal, and post-termination effects remain to be finalized.
20. Disclaimers
[ATTORNEY TO DEFINE WARRANTIES AND DISCLAIMERS]. The prototype is provided for design review and may be unavailable, incomplete, inaccurate, or changed without notice.
21. Limitation of liability
[ATTORNEY TO DEFINE LIMITATIONS, EXCLUSIONS, CAPS, AND JURISDICTION-SPECIFIC EXCEPTIONS]. No user should rely on this placeholder as a finalized allocation of risk.
22. Indemnification
[ATTORNEY TO DETERMINE WHETHER AND HOW INDEMNIFICATION APPLIES TO BUYERS, SELLERS, REPRESENTATIVES, AND ORGANIZATIONS].
23. Dispute resolution
[ATTORNEY TO SELECT COURT, arbitration, class-action, notice, informal resolution, and opt-out provisions as appropriate]. No dispute mechanism is finalized.
24. Governing law
[ATTORNEY TO SELECT GOVERNING LAW AND VENUE AFTER ENTITY AND OPERATING-FOOTPRINT DECISIONS].
25. Changes
Future terms should explain notice, effective dates, continued use, and when renewed acceptance is required. This draft may change substantially before launch.
26. Contact
Legal questions: support@offmarketsolutions.com. Legal entity: [LEGAL ENTITY NAME]. Mailing address: [MAILING ADDRESS TO BE DETERMINED].