This Terms of Service Agreement (this “Agreement”) is a binding agreement between you and Opendoor Labs Inc. and its affiliated companies (collectively, “Opendoor,” “we,” “us,” or “our”) providing the terms and conditions for your use of our Services.
By “Services,” we mean all the products and services owned and operated by Opendoor, including the content, features, data, and software made available through www.opendoor.com (the “Web Site”), our mobile applications, and other websites or applications we operate.
This Agreement contains warranty and liability disclaimers.
We may modify this Agreement from time to time and will post the amended agreement at www.opendoor.com/terms. You will be deemed to have accepted this Agreement as amended if you continue to access our Services after any amendments are posted.
1. General Terms and Conditions
1.1 Using Our Services
1.1.1 General Requirements
By accessing our Services, you agree to abide by all applicable local, state, national, and international laws and regulations in your use of our Services.
Our Services are intended only for personal, non-commercial use by U.S. residents aged 18 years and over. If you do not qualify, please immediately discontinue use of our Services. We reserve the right to refuse to provide our Services to anyone at any time.
1.1.2 Registered Users
We reserve the right to restrict certain of our Services to registered users. In the event that any of our Services requires you to register prior to our granting you access, you agree to provide accurate, current, and complete account information, including but not limited to your name, address, telephone number, and email address, and to update this information as necessary to keep it accurate, current, and complete.
You may not sell, transfer, or assign your account with us to anyone else. You are responsible for maintaining the confidentiality of your account name and password, and for all activities that occur while logged in under your account. You agree to notify us immediately at firstname.lastname@example.org of any unauthorized use of your account.
Opendoor grants to you a limited, non-exclusive, non-transferable license to access and use our Services in accordance with the terms and conditions set forth in this Agreement. Opendoor reserves all right, title and interest not expressly granted under this license to the fullest extent permitted by law. Any use of our Services not specifically permitted under this Agreement is strictly prohibited.
You agree not to sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.
1.1.4 Copyrights, Trademarks and Other Intellectual Property
All content and materials available through our Services, including, but not limited to text, images, audio, video, interfaces, information, data, and computer code, are the property of Opendoor (collectively, our “Content”).
Our Content, including any content licensed to us by third party content providers (the “Providers”), is protected by U.S. and international intellectual property laws and treaties. You are permitted to access our Content only through our Services and you may not copy, modify, sell, reproduce, distribute, republish, display, post, create derivative or collective works from, or transmit in any form our Content, in whole or in part, without our prior written consent, which may be subsequently revoked at our sole discretion. You may not reverse engineer or reverse compile any of our Services or the technology used to operate our Services. Nothing in this Agreement grants you any license or right to use our Content except as expressly stated in this Agreement.
You agree that you will not use our Services in any manner that infringes the rights of any third party. If you believe, in good faith, that any of our Content infringes your copyrights, you may send a notice of infringement (“Notice”) under the Digital Millennium Copyright Act (“DMCA”) by email to email@example.com.
To find out what you must include in the Notice, click here to read the DMCA.
1.1.6 Other Restrictions
You agree that you will not use our Services to: (a) impersonate any person or entity or misrepresent your affiliation with any person or entity; (b) engage in spamming, flooding, harvesting of email addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information, including specifically, property listings available through our Services; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the computer code comprising or in any way making up a part of our Services; (d) violate any applicable local, state, national or international law; (e) send chain letters or pyramid schemes via our Services; or (f) attempt to gain unauthorized access to other computer systems through our Services.
You agree that you will not use our Services in any manner that could damage, disable, overburden, or impair our Services or interfere with any other party’s use and enjoyment of our Services.
If you submit to us or post through our Services any property listing, testimonial, comment, review, suggestion, or any work of authorship (collectively, a “submission”) including, without limitation, submissions about any of our products or services, such submission will not be confidential or secret, and may be used by us in any manner. Please do not submit or send any submission to us that you consider contains confidential or proprietary information. No submission sent to us will be considered or treated as confidential information. We do not pre-screen submissions and we will have no obligation to read any particular submission submitted or sent to us.
By submitting or sending a submission to us, you: (a) represent and warrant that the submission is original to you, that no other party has any rights thereto, and that any moral rights in such submission have been waived, and (b) grant us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, reproduce, publish, distribute, display, translate, summarize, modify and adapt such submission (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without your name.
1.1.8 Mobile ID and Identity Verification Data
1.2.1 No Warranty
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR SERVICES, OUR CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. OPENDOOR, ON BEHALF OF ITSELF, ITS AFFILIATES, AND THE PROVIDERS, DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO OUR SERVICES, OUR CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
1.2.2 Assumption of Risk
YOU USE OUR SERVICES, OUR CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES, AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OUR SERVICES, OUR CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING ANY COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH OUR SERVICES), OR THE LOSS OF DATA THAT MAY RESULT FROM THE USE OF OUR SERVICES, OUR CONTENT, OR OTHER CONTENT AVAILABLE THROUGH OUR SERVICES.
ADDITIONALLY, YOU VISIT OPENDOOR’S REAL PROPERTY AND SURROUNDING PREMISES (COLLECTIVELY, THE “PREMISES”) AT YOUR OWN DISCRETION AND RISK. YOU ASSUME ANY AND ALL RISK FOR ANY PROPERTY DAMAGE OR LOSS, OR BODILY, MENTAL, OR PERSONAL INJURY, INCLUDING DEATH, RELATING TO OR ARISING FROM VISITING THE PREMISES.
1.2.3 Not a Legal or Professional Advisor
You acknowledge and agree that Opendoor is not engaged in rendering legal, tax or other professional services. If legal, tax or other professional assistance is required, including but not limited to the review of agreements and forms made available to you through our Services, the services of a competent professional should be sought.
1.3 Limitation of Liability
In no event shall Opendoor be held liable for any damages, including without limitation direct or indirect, special, incidental, or consequential damages, losses or expenses arising in connection with your use of our Services or our Content or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure in any way related to our Services or our Content, including but not limited to the inaccuracy of any reports, tools, analyses, agreements, or forms available through our Services or our Content.
You agree that neither Opendoor, its affiliates, nor any of their respective employees, or agents involved in the creation, production and distribution of our Services or our Content, is liable to any person or entity whatsoever for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from the use or attempted use of our Services or our Content, including but not limited to any claim or damage arising from failure of performance, error, omission, interruption, deletion, defect, delay in operation, computer virus, theft, destruction, unauthorized access to or alteration of personal records, or the reliance upon or use of data, information, opinions or other materials accessed through our services. Additionally, you agree that Opendoor is not liable or responsible for any defamatory, offensive or illegal conduct of third parties.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, NOTHING IN THIS AGREEMENT SHALL AFFECT WARRANTIES OR LEGAL RIGHTS, INCLUDING BUT NOT LIMITED TO RIGHTS TO DAMAGES, WHICH ARE INCAPABLE OF EXCLUSION OR RESTRICTION UNDER APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Opendoor, its officers, directors, employees, affiliates, agents, and licensors from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, arising out of or in any way related to (i) any violation or alleged violation by you of the terms and conditions of this Agreement or any applicable law; (ii) your access, use, or misuse of our Services or our Content; and/or (iii) any infringement by you of the copyright or intellectual property rights of any third party. You must not settle any such claim or matter without the prior written consent of Opendoor. We reserve the right, at our own expense, to assume the exclusive defense and control of any claim subject to indemnification by you, and you further agree that you will cooperate fully in the defense of any such claims.
1.5 Governing Law
This Agreement will be governed by the laws of the state of California, without regard to its provisions relating to conflict of laws.
Our failure to enforce any of our rights or to act with respect to a breach by you or others of this Agreement does not constitute a waiver of any rights and will not limit our rights with respect to that breach or any subsequent breaches. No waiver by Opendoor of any of the provisions in this Agreement will be of any force or effect unless made in writing and signed by a duly authorized officer of Opendoor.
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
We may assign this Agreement, or certain of our rights or obligations under this Agreement, to any party at any time without notice to you. You may not assign your rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of Opendoor.
1.7 Consent to be Contacted; Notices
If you provide, or have provided, a telephone number to us, you expressly agree that we may contact you at that number in order to provide you with informational and service messages, including via text message and/or by using automated telephone technology. Standard message and data rates may apply. You can opt-out of text messages by replying “STOP” to the sender. You represent and warrant that you are the authorized subscriber for the telephone number(s) you have provided. Please be aware that we may record or monitor telephone calls for quality assurance.
If you provide, or have provided, an email or mail address to us, you agree that we may provide notices to you through such means. Unless otherwise stated in the notices, the notices will become effective immediately.
2. Specific Terms and Conditions
Certain terms and conditions are specific to certain of our Services. We’ve broken those out below.
2.1 Opendoor Estimates
If you received an Opendoor Home Value, Market Trend Report, Value Forecast, and/or Estimated Offer (collectively referred to herein as a “Opendoor Estimate”) from Opendoor, that Opendoor Estimate was calculated using publicly-available information and Opendoor’s proprietary valuation model built by our in-house team of real estate valuation professionals. It typically takes into account hundreds of data sets related to your home and its location.
Importantly, the Opendoor Estimate is not an appraisal, and is not an offer to purchase your home. It is merely an invitation for you to request an offer to purchase your home (an “Opendoor Offer”).
2.2 Selling to Opendoor
2.2.1 Opendoor Offers
An Opendoor Offer is an offer by Opendoor to purchase a home. You will be eligible to receive an Opendoor Offer after you provide us with information about your home and (i) you are the owner or represent the owner of the home, (ii) the home is in one of our service areas, and (iii) the home meets our parameters, which may change from time to time for a given service area under our sole discretion.
In making you an Opendoor Offer, Opendoor is not acting as your real estate agent or broker. Opendoor is merely acting as, or on behalf of, a purchaser of real estate. As a seller, you have the right, and it is your responsibility, to independently evaluate and decide whether to accept the Opendoor Offer.
2.2.2 Not an Appraisal
Your Opendoor Offer will be calculated using publicly-available information, our proprietary valuation model, and the information you give us, like your unique home features and upgrades. Importantly, an Opendoor Offer is not an appraisal. It is the purchase price Opendoor is willing to pay for your home, subject to additional terms, conditions, and fees outlined in the offer.
2.2.3 Service Charge
Your Opendoor Offer will reflect a figure for Opendoor’s service charge. This service charge is intended to cover the expenses Opendoor incurs in buying and reselling your home, including holding costs like taxes, utilities, and maintenance. Service charge will vary dependent on anticipated costs for the particular home. It does not include negotiated repairs costs or third party charges related to the settlement of the sale.
2.2.4 Accepting an Opendoor Offer
If you decide to accept an Opendoor Offer, we will provide you with a Purchase and Sale Contract (“Sale Contract”) governing the sale of the home. Once that is executed, the parties will be bound by the terms of the Sale Contract. In the event of any conflict between the Sale Contract and the terms of this Agreement or the terms of the Opendoor Offer, the provision in the Sale Contract shall prevail to the fullest extent permitted by law.
When selling to Opendoor, the Sales Contract is entered into based upon home information represented by the seller prior to a home assessment. Opendoor reserves the right to request repairs or a price reduction should the home not accurately reflect the home information provided. In the event the parties do not agree to the repair request or price reduction, then either party may cancel the transaction and earnest money will be refunded.
2.2.5 After You’ve Sold
Please ensure you’ve contacted the U.S. Postal Service to set up address forwarding to your new address effective as of your close date. Also, be sure to update your address anywhere that you regularly order packages from. Once your home sale has closed, we disclaim all liability for any mail or packages delivered to the property.
2.2.6 Opendoor Brokerages
Opendoor wholly owns several licensed real estate brokerages, including but not limited to Opendoor Brokerage LLC. One of these brokerages will represent Opendoor in the event you elect to accept an Opendoor Offer and sell your home to Opendoor.
2.3 Visiting an Opendoor Home
2.3.1 Authorized Access
By accessing any home owned by Opendoor (an “Opendoor Home”), you certify and agree you are entering the home with the express purpose of (1) evaluating the home for potential purchase, or (2) engaged in authorized business with Opendoor. You acknowledge that each access request grants up to 1 hour of time in the home, unless you have express permission from Opendoor for extended on-site presence. Opendoor may revoke permission to access one or more of its homes at any time. If you are asked to leave one Opendoor Home, you lose permission to go to any future Opendoor Home unless you receive notification otherwise from Opendoor.
2.3.2 Authorized Activities
By entering an Opendoor Home, you acknowledge and agree that you will not, and will not assist or enable others, to:
- breach or circumvent any applicable law, or terms of this Agreement;
- access the home if under the age of 18;
- smoke, vape, consume alcohol, or use any illicit or illegal substances on the Premises;
- abandon, leave behind, dump, or otherwise discard any property including, but not limited to, flyers, pamphlets, marketing or promotional materials, trash, garbage, waste product, or any other type of personal property on the Premises without the express consent of Opendoor;
- remove any property from the Premises other than marketing or promotional materials provided by Opendoor for such use;
- use any facilities in the home including, but not limited to, pools, showers, and appliances other than for the purpose of examining them in the course of reasonable evaluation for purchasing the home;
- request access other than through a method authorized by Opendoor (authorized methods include the Opendoor Mobile App, text-to-enter, and a phone call to Opendoor’s Customer Support line);
- enter the home other than through the front door;
- bring any weapon including, but not limited to guns, knives, blunt-force objects, and projectiles into the home or surrounding yard;
- avoid, bypass, remove, deactivate, impair, or otherwise attempt to circumvent any technological or security measure implemented by Opendoor or any other third party to protect Opendoor Homes and their contents and surroundings, Services, customers, and/or visitors; or
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
If, in accessing an Opendoor Home, whether through an authorized method or not, you provide access to any individuals who have not expressly accepted this Agreement, you accept financial responsibility for their behavior including for any breaches by them of Section 2.3 of this Agreement.
By accessing any Opendoor Home, you accept responsibility for any damage you cause to the Premises and, to the fullest extent permitted by law, any bodily, mental, or personal injury, including death, relating to or arising from accessing or visiting the Premises.
2.4 Buying an Opendoor Home
If you contract to purchase a home from Opendoor (“Seller”), you (“Buyer”) agree to the following additional terms and conditions regarding your purchase of the home (the “Property”).
We may modify this Agreement from time to time, and therefore recommend that you review it at the time the Purchase and Sale Contract (the “Purchase Contract”) governing your purchase of the home is executed. You will be bound by the version of the terms in effect at that time. In the event of any conflict between the Purchase Contract and the terms of this Agreement, the provision in the Purchase Contract shall prevail to the fullest extent permitted by law.
2.4.1 As-Is Conveyance
Seller has provided Buyer with an opportunity to inspect the Property, and strongly encourages Buyer to seek an inspection on the Property by a licensed inspector.
Buyer further recognizes Seller has not resided in the Property and has limited knowledge thereof. Accordingly, to the fullest extent permitted by law in the applicable jurisdiction and under the terms of the Purchase Contract:
BUYER AGREES THAT BUYER IS ACQUIRING THE PROPERTY ON AN “AS IS, WHERE IS AND WITH ALL FAULTS BASIS” WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE QUALITY, PHYSICAL CONDITION OR VALUE OF THE PROPERTY, THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES IN, ON OR UNDER THE PROPERTY, THE COMPLIANCE OF THE PROPERTY WITH APPLICABLE LAW, OR EXPENSES ASSOCIATED WITH, THE PROPERTY.
BUYER WAIVES ANY IMPLIED WARRANTY AS TO HABITABILITY AND/OR, ANY IMPLIED WARRANTY AS TO THE WORKMANSHIP OF ANY REPAIRS OR MODIFICATIONS PERFORMED ON THE PROPERTY.
BUYER REPRESENTS THAT IT HAS HAD AMPLE OPPORTUNITY TO OBTAIN LEGAL AND OTHER PROFESSIONAL COUNSEL OF ITS CHOOSING, AND THAT IT IS RELYING SOLELY ON ITS OWN INDEPENDENT JUDGMENT AND THAT OF ITS OWN PROFESSIONAL CONSULTANTS, IF ANY, IN ENTERING INTO THE PURCHASE CONTRACT AND PURCHASING THE PROPERTY.
BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS BUYER DEEMS NECESSARY AND, IF BUYER ELECTS TO CLOSE ITS PURCHASE OF THE PROPERTY, IT WILL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN REVEALED BY SUCH INSPECTIONS AND INVESTIGATIONS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS PROVISION WAS FREELY NEGOTIATED BETWEEN THE PARTIES AND PLAYED AN IMPORTANT PART IN THE BARGAINING PROCESS FOR THIS AGREEMENT.
2.4.2 Opendoor 30-Day Satisfaction Guarantee
Opendoor’s obligation to repurchase the Property pursuant to its “30-Day Satisfaction Guarantee” only arises if all of the following conditions are satisfied:
- Buyer must send an email to firstname.lastname@example.org within thirty (30) days of close of escrow (also known as “COE” or “Closing Date”). The email must contain the following information, at a minimum:
- The address of the Property.
- The Closing Date.
- A statement that the Buyer is requesting that Seller repurchase the Property pursuant to the Opendoor Guarantee because the property does not meet the needs of the Buyer.
- The date on which the Buyer is willing to move out of the Property, provided such date is within forty-five (45) days after COE.
- Buyer must have purchased the Property as a primary residence, and moved into and resided within the Property after COE.
- Buyer must have completely vacated the Property within forty-five (45) days after COE.
- There is no Material Detrimental Change to the condition of the Property following the COE. “Material Detrimental Change” shall mean any change or changes to the Property subsequent to the COE, regardless of its cause, that, taken individually or together, materially impact the Property’s value or habitability, as determined in our reasonable, good faith sole discretion, including, but not limited to, non-minor damage to the Property, removal or modification of any major fixtures, impacts by acts of God, fire, flood, earthquake, war, epidemic, riot or terrorism, casualty loss, a housing market decline represented by a five (5) percent or greater annualized decline in the seasonally adjusted Case-Shiller Home Price Index for the region in which the Property is located measured over the most recent month for which the index is available, a stock market decline represented by a ten (10) percent or greater annualized decline in the Dow Jones Industrial Average measured over the thirty (30) days following COE, or in the event that the Seller, or any parent company thereof, becomes insolvent or files for bankruptcy.
- Opendoor has not previously repurchased any property from the Buyer pursuant to any Opendoor Guarantee.
- All liens and encumbrances incurred since COE are paid in full or otherwise removed by the Buyer at or prior to the repurchase closing.
- Title to the Property has not changed since COE and there is no dispute regarding title other than those disputes arising due to any act by Opendoor.
If all of these conditions are met, and subject to such conditions, Opendoor will repurchase the Property pursuant to Opendoor’s standard Repurchase Agreement, the form of which will be provided to Buyer, for the purchase price of the Property less all costs associated with repairing any damages or alterations to the Property following COE, beyond for normal wear and tear, less all monetary credits or concessions provided to Buyer by Seller at the original COE, and less all buyer agent commissions paid by Seller. For the avoidance of doubt, Opendoor’s maximum financial obligation associated with a repurchase under the Opendoor Guarantee will not exceed the net proceeds Opendoor received from the Buyer for the original home purchase.
This Agreement was last modified on January 23rd, 2019.
ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY OPENDOOR.