Privacy Policy

Last Updated: November 2023

Welcome to Business Casual Digital! These Terms of Service (“Terms”) are entered into by and between Business Casual Digital, a Michigan-based company (“Business Casual Digital”), and the entity or person accessing or using the Business Casual Digital Services (“Customer” or “you”). These Terms consist of the terms and conditions set forth below and any Order Forms that reference this Agreement. If you are accessing or using the Business Casual Digital Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Please note that Business Casual Digital may modify the terms and conditions of this Agreement in accordance with Section 9.4 (Amendment; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, EXECUTING AN ORDER FORM WITH BUSINESS CASUAL DIGITAL, OR ACCESSING OR USING THE BUSINESS CASUAL DIGITAL SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE BUSINESS CASUAL DIGITAL SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

1.1 The following terms, when used in this Agreement, will have the following meanings:

  • “Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.
  • “Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.
  • “Customer Content” means content and other material supplied or made available to Business Casual Digital by Customer through the use of or access to the Business Casual Digital Services, excluding the Business Casual Digital Services and related materials, templates, and technology.
  • “Documentation” means the printed and digital instructions, on-line help files, technical documentation, and user manuals made available by Business Casual Digital for the Business Casual Digital Services.
  • “Business Casual Digital Services” means the website development, maintenance, hosting, and other related services for the purpose of establishing and/or improving Customer’s online visibility and for showcasing Customer’s listings.
  • “Business Casual Digital Templates” means the template Terms of Service and Privacy Policy forms provided by Business Casual Digital to the Customer.
  • “Order Form” means an order form, quote, or other similar document that sets forth the specific Business Casual Digital Services and pricing therefor, and that references this Agreement and is mutually executed by the parties.

2. Business Casual Digital Services

2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Business Casual Digital will make the Business Casual Digital Services available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Business Casual Digital Services to operate and display the website set forth in the Order Form (“Customer Website”). The Business Casual Digital Services require Customer’s reasonable cooperation and diligent efforts in working with Business Casual Digital to create and launch a website. To the extent Customer does not provide reasonable cooperation, there may be delays in connection with the launch of Customer’s website.

2.2 Customer Limitations. The rights granted herein are subject to the following restrictions (the “License Restrictions”):

  • (a) Customer will not reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Business Casual Digital Services;
  • (b) Except for Customer Website that use the Business Casual Digital Services, Customer will not transfer, distribute, resell, lease, license, or assign Business Casual Digital Services or otherwise offer the Business Casual Digital Services on a standalone basis;
  • (c) Customer will not use the Business Casual Digital Services to violate any applicable local, state, national or international law, or any regulations having the force of law; impersonate any person or entity, or falsely state or otherwise misrepresent its affiliation with a person or entity; solicit personal information from anyone under the age of 18; or further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  • (d) Customer will not otherwise use the Business Casual Digital Services outside the scope expressly permitted hereunder and in the applicable Order Form; and
  • (e) Customer will ensure that its users do not use temporary email addresses or share user accounts among multiple individuals, and Customer will permit Business Casual Digital to terminate the accounts of any users that violate this Agreement.

2.3 Customer Responsibilities Regarding Account. Customer will (a) be responsible for all use of the Business Casual Digital Services and Documentation under its account (whether or not authorized), (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Content and Customer Website(s), (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Business Casual Digital Services and Documentation and notify Business Casual Digital promptly of any such unauthorized access or use, and (d) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Business Casual Digital Services, including as set forth in the Documentation.

2.4 Business Casual Digital Templates are Not a Substitute for Legal Advice. Business Casual Digital provides an all-in-one platform for building and managing luxury real estate websites and brands and other related services. Business Casual Digital may provide the Customer with template Terms of Service and Privacy Policy forms for use in connection with its website and brands. The Terms of Service and Privacy Policy templates are provided for the Customer’s private use and do not constitute legal advice. Customer should consult with and work with Customer’s legal counsel to review the Terms of Service and Privacy Policy, and to ensure that the Terms of Service and Privacy Policy on the Customer’s website accurately reflect Customer’s content and practices.

2.5 Delays to Subscription Start Date. Customer shall be responsible for the recurring monthly fees after the Subscription Start Date (as set forth in the corresponding Order Form). The Subscription Start Date may only be postponed if there are website bugs that prevent the site from functioning materially as outlined in the Agreement. For clarity, the following are not valid reasons to delay the Subscription Start Date: (i) Customer is unable to produce or supply the proper content needed for the website (community copy, bio, images, videos, etc.), or voluntarily chooses to delay the launch of the website due to lacking the aforementioned content; (ii) Customer would like to have a new feature completed prior to website launch that is outside the original scope of contract; in such case, the new feature would be developed on a different timeline outside of the original delivery date and would not delay the Subscription Start Date; or (iii) Customer was not aware that subscriptions may start even without a website being fully launched.

2.6 Website Launch.

(a) Provision of Content by Customer. Customer shall provide all necessary website content using the Business Casual Digital tools provided. Business Casual Digital will use reasonable efforts to assist Customer in launching the Customer Website within thirty (30) days of the Subscription Start Date. For clarity, the website will launch within thirty (30) days after Business Casual Digital receives all necessary content from the Customer.

(b) No Guarantee of Launch Date. While Business Casual Digital will make commercially reasonable efforts to launch the website within thirty (30) days after the Subscription Start Date, there is no guarantee that the website will launch within that timeframe. Delays in the website launch may occur due to a variety of factors, including, but not limited to, delays in Customer providing necessary content, delays caused by third-party service providers, technical issues, or other factors outside of Business Casual Digital’s control. Business Casual Digital will not be liable for any delays in the website launch that are beyond its reasonable control.

3. Fees and Payment Terms

3.1 Fees. Customer will pay Business Casual Digital the fees specified in the applicable Order Form for the Business Casual Digital Services (the “Fees”). Except as otherwise specified herein, (i) the Fees are based on the Business Casual Digital Services purchased and not actual usage, (ii) payment obligations are non-cancelable, and Fees paid are non-refundable.

3.2 Payment Terms. Customer will pay all Fees within thirty (30) days of the date of Business Casual Digital’s invoice. If Customer’s use of the Business Casual Digital Services exceeds the Service Capacity or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein.

3.3 Invoicing and Payment. Business Casual Digital will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date.

3.4 Overdue Charges. If any invoiced amount is not received by Business Casual Digital by the due date, then without limiting Business Casual Digital’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Business Casual Digital may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.2 (Payment Terms).

3.5 Suspension of Service. If any amount owing by Customer under this or any other agreement for Business Casual Digital’s services is 30 or more days overdue, Business Casual Digital may, without limiting Business Casual Digital’s other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Business Casual Digital Services until such amounts are paid in full.

3.6 Taxes. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Business Casual Digital’s income. If Business Casual Digital has the legal obligation to pay or collect taxes for which Customer is responsible under this Section 3.6, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Business Casual Digital with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Customer’s Obligations and Responsibilities

4.1 Access Credentials. Customer shall issue access credentials for the Business Casual Digital Services only to those individuals who have a need to know such credentials for purposes of using the Business Casual Digital Services. Customer shall ensure that all such access credentials are kept confidential and are not shared with any unauthorized third parties.

4.2 Customer’s Data and Content. Customer shall ensure that all data and content provided to Business Casual Digital for use in connection with the Business Casual Digital Services, including Customer Content and Customer Website, does not infringe or violate the intellectual property rights, privacy rights, or any other rights of any third party, and complies with all applicable laws.

4.3 Compliance with Laws. Customer shall comply with all applicable laws in its use of the Business Casual Digital Services, including privacy laws and laws related to online communications.

4.4 Restrictions. Customer shall not (a) make the Business Casual Digital Services available to, or use the Business Casual Digital Services for the benefit of, anyone other than Customer, (b) sell, resell, license, sublicense, distribute, make available, rent, or lease the Business Casual Digital Services, or include the Business Casual Digital Services in a service bureau or outsourcing offering, (c) use the Business Casual Digital Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Business Casual Digital Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Business Casual Digital Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Business Casual Digital Services or their related systems or networks, (g) permit direct or indirect access to or use of the Business Casual Digital Services in a way that circumvents a contractual usage limit, or (h) copy the Business Casual Digital Services or any part, feature, function, or user interface thereof.

4.5 Compliance with AUP. Customer shall comply with the Business Casual Digital Acceptable Use Policy, as may be updated by Business Casual Digital from time to time. Business Casual Digital reserves the right, in its sole discretion, to modify the Acceptable Use Policy, and Customer agrees to be bound by any modifications to the Acceptable Use Policy.

5. Confidentiality and Data Security

5.1 Confidentiality Obligations. Each party agrees to protect the confidentiality of the other party’s Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care). Neither party will use the other party’s Confidential Information for any purpose other than to fulfill its obligations and exercise its rights under this Agreement.

5.2 Exclusions. Confidential Information excludes information that (a) is or becomes public knowledge through no fault of the receiving party, (b) is or has been independently developed by the receiving party without access to the disclosing party’s Confidential Information, (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation, or (d) is required to be disclosed by law or regulation, provided that the receiving party gives the disclosing party prompt notice of such requirement and cooperates in any effort by the disclosing party to obtain a protective order.

5.3 Data Security. Business Casual Digital will implement and maintain appropriate technical and organizational measures to protect Customer Content against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, as described in the Data Processing Addendum attached as Exhibit B.

6. Intellectual Property

6.1 Ownership. As between the parties, Business Casual Digital retains all right, title, and interest in and to the Business Casual Digital Services, including all related intellectual property rights. Nothing in this Agreement transfers to Customer any right, title, or interest in or to the Business Casual Digital Services except for the limited

6.2. Indemnification. Customer will defend Business Casual Digital against any claim, demand, suit, or proceeding made or brought against Business Casual Digital by a third party arising out of the Customer Content, Customer’s breach of this Agreement, or use of the Business Casual Digital Templates, and Customer will indemnify Business Casual Digital for any damages finally awarded against (or any approved settlement) Business Casual Digital in connection with any such Claim.

7. Limitation of Liability

UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL BUSINESS CASUAL DIGITAL BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF BUSINESS CASUAL DIGITAL HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

8. Termination

8.1 Term

The term of this Agreement will commence on the Effective Date of the initial Order Form and continue until terminated as set forth below. The subscription term will start on sooner of (a) the Subscription Start Date as set forth in the Order Form and (b) website launch date and will continue until the Subscription End Date as set forth in the Order Form. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2 Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement upon written notice in the event (a) the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Business Casual Digital may also suspend any Business Casual Digital Services immediately upon notice (i) if Customer violates (or gives Business Casual Digital reason to believe it has violated) the License Restrictions; or (ii) if Business Casual Digital reasonably determines that its provision of any of the Business Casual Digital Services is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

8.3 Early Termination by Customer

Customer may terminate this Order Form prior to the Subscription End Date upon thirty (30) days’ written notice to Business Casual Digital and payment of 100% of the remaining fees for the full Subscription Term (including any unpaid Subscription Fees, Set-Up Fees, Marketing Fees, Add-On Services, etc.). Any fees paid or outstanding before the time of termination are non-refundable.

8.4 Suspension of Business Casual Digital Services

Business Casual Digital may also reasonably suspend Customer’s access to Business Casual Digital Services and hosting of the Customer Website at any time in its reasonable discretion if it possesses a good faith belief that Customer’s use of the Business Casual Digital Services may be in violation of the License Restrictions or if Customer has not fully paid any invoices within fourteen (14) days after when such invoice was due. Business Casual Digital shall not be liable or responsible for damages to Customer resulting from the suspension or termination of the Customer’s account. Reinstatement of suspended services requires payment of the outstanding balance in full, including any accrued interest. Suspension of Business Casual Digital Services shall not release Customer from any outstanding fees.

8.5 Survival

Upon termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, and termination and the general provisions below.

9. General

9.1 Export Compliance

Each party will comply with the export laws and regulations of the United States, European Union, and other applicable jurisdictions in providing and using the Business Casual Digital Services.

9.2 Publicity

Customer agrees that Business Casual Digital may refer to Customer’s name and trademarks in Business Casual Digital’s marketing materials and website; however, Business Casual Digital will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email). In addition, Business Casual Digital may include a link to Business Casual Digital’s website in the footer of the Customer Website and freely showcase any work product and deliverables provided to Customer on Business Casual Digital’s website and social media channels.

9.3 Assignment; Delegation

Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. In addition, Customer agrees that Business Casual Digital may have any of its obligations performed through an Affiliate of Business Casual Digital, provided that Business Casual Digital will remain responsible for its obligations hereunder and will be liable for such Affiliate’s performance hereunder as if it were Business Casual Digital hereunder. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

9.4 Amendment; Waiver

Business Casual Digital reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. With respect to each Order Form, any modifications to this Agreement shall become effective upon posting. It is Customer’s responsibility to review this Agreement from time to time for any changes or modifications. If Customer does not agree to the modified Agreement, Customer may provide written notice to Business Casual Digital and terminate this Agreement. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

9.5 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

9.6 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

9.7 Governing Law

This Agreement will be governed by the laws of the State of California, USA, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of the Agreement will be subject to the exclusive jurisdiction and venue of the state and federal courts of Los Angeles, CA, USA, and the parties hereby consent to the personal jurisdiction of these courts.

9.8 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to the email or other address set forth in the applicable Order Form. Notices to Business Casual Digital must be sent to the following address: Business Casual Digital, Inc., 1808 Stanford Street, Santa Monica, CA 90404, Attn: Phi Vo.

9.9 Entire Agreement

This Agreement comprises the entire agreement between Customer and Business Casual Digital with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Business Casual Digital, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

9.10 Force Majeure

Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

These Terms of Service (this “Agreement”) are entered into by and between Business Casual Digital Inc., a Delaware corporation (“Business Casual Digital”), and the entity or person accessing or using the Business Casual Digital Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Order Forms that reference this Agreement. If you are accessing or using the Business Casual Digital Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Please note that Business Casual Digital may modify the terms and conditions of this Agreement in accordance with Section 9.4 (Amendment; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, EXECUTING AN ORDER FORM WITH BUSINESS CASUAL DIGITAL OR ACCESSING OR USING THE BUSINESS CASUAL DIGITAL SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE BUSINESS CASUAL DIGITAL SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.