Terms and Conditions

For purposes of your Seller Listing Agreement (“the Agreement”) and these Terms and Conditions, the following capitalized terms shall have the meanings set forth below:

1. “Compliance Fee” means the fee equal to 0.25% (one-quarter of one percent) of the listed price of the Property, payable by Seller to Biddlee, as further set forth in the Agreement.
2. “Effective Date” has the meaning set forth in the preamble of the Agreement.
3. “Listing Broker/Agent” means the licensed Massachusetts real estate broker posting the Property on the MLS in Massachusetts on Seller's behalf.
4. “Listing Fee” means the flat fee of $99 payable by Seller to Biddlee for MLS listing services, as further set forth in the Agreement.
5. “MLS” means one or more multiple listing services operating in Massachusetts or other applicable jurisdiction through which the Property will be listed.
6. “Out-of-State Referral Broker/Agent” means a licensed real estate broker or salesperson in a state other than Massachusetts to whom Biddlee refers Seller for MLS listing services with respect to properties located outside Massachusetts.
7. “Property” means the residential real property owned by Seller that is the subject of the Agreement.
8. “Term” has the meaning set forth in the Agreement.
9. “T&C” means these Terms and Conditions.

2.1 Accuracy of Listing Information. Seller represents, warrants, and covenants that:

1. Ownership. Seller is the legal owner of the Property and has full authority to list and sell the Property.
2. Accurate Information. All information, descriptions, photographs, measurements, features, and other materials provided by Seller to Biddlee or its Listing Broker/Agent for inclusion in the MLS listing are true, accurate, and complete to the best of Seller's knowledge, and are not misleading or deceptive in any respect.
3. Updates. Seller will promptly notify Biddlee in writing of any material changes to the Property, listing price, status, or other listing information, and will authorize and instruct Biddlee to update the MLS listing accordingly.
4. Compliance with Law. The Property and the sale thereof comply with all applicable federal, state, and local laws, ordinances, regulations, and rules, including but not limited to zoning, building codes, fair housing laws, environmental laws, and consumer protection laws.

2.2 Disclosure Obligations. Seller acknowledges and agrees that:

1. Legal Advice Required. Seller is solely responsible for determining and complying with all applicable disclosure obligations under Massachusetts law and the law of any other applicable jurisdiction, including but not limited to the Massachusetts Property Disclosure Statement, lead paint disclosures, smoke and carbon monoxide detector certifications, septic system disclosures, and any other mandatory disclosures.
2. No Advice from Biddlee. Biddlee and its Listing Broker/Agent do not and will not provide legal advice regarding disclosure obligations. Seller is strongly encouraged to consult with a Massachusetts real estate attorney to ensure full compliance with all disclosure requirements.
3. Seller's Responsibility. Seller is solely responsible for preparing, delivering, and obtaining acknowledgment of all required disclosures from prospective buyers and their agents.

2.3 Fair Housing Compliance. Seller agrees to comply with all applicable federal, state, and local fair housing laws, including the federal Fair Housing Act (42 U.S.C. § 3601 et seq.) and Massachusetts General Laws Chapter 151B. Seller will not discriminate against any prospective buyer or tenant on the basis of race, color, religion, sex, sexual orientation, gender identity, handicap, disability, familial status, national origin, ancestry, genetic information, marital status, age, veteran status, membership in the armed services, receipt of public assistance, or any other protected class under applicable law. Seller agrees that the MLS listing and all marketing materials will comply with fair housing advertising requirements.

2.4 Cooperation with Showings and Buyer Inquiries. Seller acknowledges and agrees that:

1. Direct Buyer Contact. Prospective buyers and buyers' agents may contact Seller directly (or may be directed to contact Seller by its Listing Broker/Agent) to schedule showings, request information, and conduct negotiations.
2. Seller's Responsibility. Seller is solely responsible for responding to buyer inquiries, scheduling and conducting property showings, providing access to the Property, and negotiating with buyers and their agents.
3. Reasonable Access. Seller will make the Property reasonably available for showings to qualified prospective buyers and their agents at reasonable times and upon reasonable notice.

2.5 Transaction Management. Seller acknowledges and agrees that Seller is solely responsible for:

1. Reviewing, negotiating, and executing all offers, purchase and sale agreements, and other transaction documents;
2. Coordinating and scheduling all inspections, appraisals, and other due diligence activities;
3. Working with buyers, lenders, attorneys, title companies, and other parties to satisfy all contract contingencies and closing conditions;
4. Attending the closing and executing all closing documents; and
5. Obtaining independent legal, tax, and financial advice as needed throughout the transaction process.

2.6 Indemnification for Listing Information. Seller agrees to indemnify, defend, and hold harmless Biddlee, its Listing Broker/Agent, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Any inaccuracy, misrepresentation, or omission in the listing information, photographs, descriptions, or other materials provided by Seller;
2. Any failure by Seller to comply with applicable disclosure obligations or other legal requirements;
3. Any violation of fair housing laws or other anti-discrimination laws by Seller; or
4. Any negligent act, error, omission, or willful misconduct by Seller in connection with the listing, marketing, showing, or sale of the Property.

3.1 Massachusetts Licensing Status. Biddlee represents and warrants that Biddlee holds a valid and current Massachusetts real estate broker license under license number 9629902-RE-C issued by the Massachusetts Board of Registration of Real Estate Brokers and Salespersons, and will maintain such license in good standing throughout the Term.

3.2 Limited Role; No Advice. Biddlee expressly disclaims any role as Seller's real estate advisor, counselor, or fiduciary. Biddlee does not and will not:

1. Provide advice or recommendations regarding listing price, marketing strategy, offer evaluation, contract terms, or transaction management;
2. Review or provide legal advice regarding contracts, disclosures, or other documents;
3. Represent Seller in negotiations with buyers or their agents; or
4. Provide tax, legal, financial, or other professional advice.

Seller acknowledges that Seller is solely responsible for all decisions regarding the listing, marketing, pricing, showing, and sale of the Property, and is strongly encouraged to retain independent legal, tax, and financial advisors.

3.3 No Guarantee of Sale or Price. Biddlee makes no representation, warranty, or guarantee regarding:

1. Whether the Property will sell or the time required to sell the Property;
2. The price at which the Property will sell;
3. The number of buyer inquiries, showings, or offers the Property will receive; or
4. The success or outcome of any transaction.

3.4 MLS and Third-Party Portals. Biddlee (or its Listing Broker/Agent) will use commercially reasonable efforts to post the Property on the MLS and to ensure that the listing information is accurate. However, Biddlee does not control and is not responsible for:

1. The operation, availability, or technical performance of the MLS or any third-party internet portals (such as Zillow, Realtor.com, Trulia, Redfin, etc.) to which the MLS may syndicate the listing;
2. The accuracy, completeness, or timeliness of listing information displayed on third-party portals, which may be delayed, incomplete, or inaccurate due to technical issues or syndication delays;
3. Any errors, omissions, or technical failures by the MLS or third-party portals; or
4. Any removal, modification, or de-indexing of the listing by the MLS or third-party portals for any reason, including MLS rule violations, technical errors, or policy changes.

3.5 Out-of-State Referrals. With respect to Out-of-State Referral Brokers/Agents, Biddlee:

1. Makes no representations or warranties regarding the qualifications, services, fees, or performance of any Out-of-State Referral Broker/Agent;
2. Is not responsible for the acts, omissions, errors, or misconduct of any Out-of-State Referral Broker/Agent;
3. Has no liability or obligation under any listing agreement or other contract entered into between Seller and an Out-of-State Referral Broker/Agent; and
4. Encourages Seller to conduct independent due diligence and to consult with legal counsel before engaging any Out-of-State Referral Broker/Agent.

3.6 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, BIDDLEE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND BIDDLEE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY MASSACHUSETTS LAW.

4.1 Buyer Representation by Listing Broker/Agent. Seller acknowledges and agrees that its Listing Broker/Agent may receive and respond to buyer inquiries generated through the MLS listing and may solicit such buyers to enter into buyer representation agreements with its Listing Broker/Agent or its Listing Broker/Agent's brokerage office. If a buyer who initially contacted its Listing Broker/Agent as a result of the MLS listing subsequently retains its Listing Broker/Agent or its Listing Broker/Agent's brokerage office for buyer representation services and a transaction closes in which its Listing Broker/Agent's brokerage office earns a buyer-side commission, its Listing Broker/Agent may pay Biddlee a referral fee out of its commission. Seller will not pay any additional fee to Biddlee in that instance.

4.2 Referral Fee Disclosure and Consent. Biddlee does not hold a real estate broker license in any state other than Massachusetts and is therefore not authorized to provide real estate brokerage services or arrange MLS listings in any state other than Massachusetts. In situations where the Property is located outside Massachusetts, Biddlee will refer you to a licensed Out-of-State Referral Broker/Agent in the state where the property is located. As explained in the Seller Listing Agreement, the licensed Out-of-State Referral Broker/Agent will provide MLS posting and related listing services for the Property at no additional cost to Seller.

You should be aware that Biddlee and the Out-of-State Referral Broker/Agent may enter into a business arrangement under which Biddlee may receive a referral fee from the Out-of-State Referral Broker/Agent in connection with the referral of your listing. Any such fees does not come from you. Such arrangements will not result in any additional cost or obligation to you.

By signing the Seller Listing Agreement, you acknowledge that you have read and understood this disclosure, have had the opportunity to ask questions and seek independent legal or real estate advice, and consent to Biddlee's referral of your listing to the Out-of-State Referral Broker/Agent.

4.3 Direct Buyer Referrals. Seller acknowledges and agrees that if a prospective buyer who contacts its Listing Broker/Agent expressly declines buyer representation and requests to communicate or negotiate directly with Seller, its Listing Broker/Agent will promptly refer such buyer to Seller and will not interfere with the direct buyer-seller relationship. In such circumstances, its Listing Broker/Agent will have no right to any commission or fee from Seller, the buyer, or any other party in connection with a transaction between Seller and such unrepresented buyer.

5.1 Seller's Personal Information. Biddlee will collect, use, store, and disclose Seller's personal information (including name, address, contact information, and property information) solely for the purposes of providing the services described in the Agreement and in accordance with applicable Massachusetts and federal privacy laws, including M.G.L. c. 93H (Security Breach Notification), M.G.L. c. 93I (Standards for the Protection of Personal Information), and 201 CMR 17.00 (Standards for the Protection of Personal Information of Residents of the Commonwealth).

5.2 Data Security. Biddlee will implement and maintain reasonable administrative, technical, and physical safeguards to protect Seller's personal information from unauthorized access, use, or disclosure as required by 201 CMR 17.00.

5.3 Sharing with Listing Broker/Agent and Third Parties. Seller acknowledges and consents to Biddlee's sharing of Seller's personal information and property information with:

1. Its Listing Broker/Agent for the purpose of posting the MLS listing and providing the services described in the Agreement;
2. The MLS and third-party internet portals to which the MLS syndicates listings;
3. Out-of-State Referral Brokers/Agents for the purpose of facilitating referrals; and
4. Service providers, contractors, and vendors engaged by Biddlee to provide technology, marketing, or other services in connection with Biddlee's business operations, subject to confidentiality obligations.

5.4 Public Listing Information. Seller acknowledges and agrees that information included in the MLS listing (including property address, description, photographs, price, and Seller's contact information) will be publicly available through the MLS and third-party internet portals and may be viewed, downloaded, and shared by real estate professionals, prospective buyers, and the general public.

5.5 Data Sharing Authorization.

1. Definitions. For purposes of this Section 5.5, the following terms shall have the meanings set forth below:
   1. “Listing Data” means all information concerning the Property provided by Seller or collected by Broker for marketing purposes, including property description, features, specifications, pricing, terms, availability, and status.
   2. “Marketing Materials” means all photographs, videos, virtual tours, floor plans, renderings, descriptions, and other media created or compiled to market the Property.
   3. “MLS” means the Massachusetts multiple listing service and any successor or affiliated multiple listing service or association.
   4. “Syndication Platforms” means third-party real estate listing websites, portals, mobile applications, and digital platforms to which MLS or Broker distributes Listing Data.
   5. “Authorized Recipients” means MLS participants, cooperating brokers, prospective buyers and their representatives, appraisers, lenders, and other parties engaged in real estate transactions or valuation services.
   6. “Personal Information” means information that identifies or could reasonably identify Seller or any occupant of the Property, including names, contact information, financial information, and personally identifiable information as defined under Massachusetts law.
2. Authorization to Share Listing Data. Seller hereby authorizes and directs Broker to:
   1. Enter the Listing Data into the MLS database and any affiliated or successor MLS systems.
   2. Distribute, publish, and display the Listing Data through the MLS to all Authorized Recipients in accordance with MLS rules and regulations.
   3. Syndicate and distribute the Listing Data to Syndication Platforms and other third-party websites, portals, aggregators, and digital marketing services selected by Broker in Broker's professional judgment.
   4. Share the Listing Data with cooperating brokers, buyer agents, and their clients who express interest in the Property.
   5. Reproduce, transmit, and publicly display the Listing Data in print, digital, and electronic media for marketing purposes.
   6. Retain archived copies of the Listing Data for compliance, legal, and business record purposes as required by law or professional standards.
3. Marketing Materials Authorization. Seller grants Broker a non-exclusive, royalty-free license to:
   1. Create, commission, or obtain Marketing Materials depicting the Property.
   2. Use, reproduce, distribute, publicly display, and transmit the Marketing Materials through any media or platform for the purpose of marketing the Property.
   3. Provide Marketing Materials to MLS, Syndication Platforms, Authorized Recipients, and third-party marketing vendors.
   4. Retain Marketing Materials following the termination or expiration of this Agreement for portfolio, promotional, archival, and compliance purposes, except as otherwise specified in writing by Seller.
4. Scope of Distribution and Syndication.
   1. MLS Distribution. Seller acknowledges that once Listing Data is submitted to MLS, it will be accessible to all MLS participants and subscribers in accordance with MLS rules, and that MLS may further distribute the Listing Data to affiliated MLSs, data aggregators, and Syndication Platforms pursuant to MLS policies.
   2. Internet and Digital Marketing. Seller authorizes Broker to advertise the Property on Broker's website, social media platforms, email marketing campaigns, and third-party real estate websites and mobile applications.
   3. Syndication Platform Selection. Broker shall have discretion to select Syndication Platforms and may add or remove platforms as market conditions and professional judgment dictate.
   4. Opt-Out Elections. Seller may elect to restrict certain syndication or marketing channels by providing written notice to Broker.
   5. Seller acknowledges that any opt-out elections may limit the Property's market exposure and may reduce the number of prospective buyers, which could affect the sale price and time to sell.
5. Privacy and Personal Information.
   1. Exclusion of Personal Information. Broker shall use commercially reasonable efforts to exclude Seller's Personal Information from Listing Data and Marketing Materials distributed to MLS, Syndication Platforms, and the general public.
   2. Limited Disclosure to Authorized Recipients. Broker may disclose Seller's contact information and Personal Information to Authorized Recipients on a need-to-know basis to facilitate showings, negotiations, inspections, appraisals, and closing activities.
   3. Massachusetts Privacy Compliance. Broker shall comply with applicable Massachusetts privacy laws and regulations in handling Seller's Personal Information.
   4. Seller Responsibility. Seller shall not include Personal Information of third parties, including tenants, neighbors, or prior owners, in any materials provided to Broker without obtaining appropriate consents.
6. Broker and Vendor Access.
   1. Seller authorizes Broker to share Listing Data and access to the Property with:
      1. Broker's affiliated agents, employees, and independent contractors.
      2. Professional photographers, videographers, staging consultants, and marketing vendors engaged by Broker.
      3. Technology service providers, MLS vendors, and platform operators that support Broker's marketing and transaction management systems.
   2. All third-party vendors and service providers shall be subject to confidentiality obligations consistent with this Section.
7. Confidentiality Exceptions. Notwithstanding any confidentiality provisions elsewhere in this Agreement, Seller acknowledges and agrees that:
   1. Listing Data entered into MLS becomes accessible to MLS participants and may be further distributed by MLS to Syndication Platforms and data aggregators beyond Broker's direct control.
   2. Information published on the internet or publicly distributed through Marketing Materials is no longer confidential.
   3. Broker may disclose Listing Data and transaction information as required by law, court order, subpoena, regulatory authority, or professional licensing requirements.
   4. Certain transaction data may be reported to MLS and governmental authorities for statistical, compliance, or regulatory purposes.
8. Revocation and Withdrawal Limitations.
   1. Pre-Distribution Revocation. Prior to submission of Listing Data to MLS or Syndication Platforms, Seller may revoke or modify authorizations granted in this Section by providing written notice to Broker.
   2. Post-Distribution Limitations. Once Listing Data has been distributed to MLS, Syndication Platforms, or third parties, Seller acknowledges that:
   3. Complete removal or retraction of distributed data may not be possible, as recipients may retain cached, archived, or republished copies.
   4. Broker shall use commercially reasonable efforts to request removal or correction of Listing Data from MLS and known Syndication Platforms upon Seller's written request or upon withdrawal, expiration, or termination of the listing.
   5. Broker is not responsible for data retained by third parties beyond Broker's direct control after initial distribution.
   6. Listing Withdrawal. Upon withdrawal, expiration, or termination of this Agreement, Broker shall promptly update the listing status in MLS to reflect that the Property is no longer available, but historical listing records may remain in MLS archives.
9. Retained Copies for Compliance and Archives.
   1. Seller acknowledges and consents to Broker's retention of archived copies of Listing Data, Marketing Materials, and transaction records following the sale, withdrawal, expiration, or termination of this Agreement for the following purposes:
   2. Compliance with Massachusetts real estate licensing regulations and recordkeeping requirements.
   3. Legal and regulatory obligations, including response to audits, investigations, or litigation.
   4. Business records, portfolio use, training materials, and professional development.
   5. Archived materials retained by Broker shall be stored securely and shall not be used for active marketing of the Property after the listing terminates, except as permitted in subsection 3(d) for portfolio and promotional purposes.

6.1 Biddlee's Limited Role. Seller acknowledges and agrees that Biddlee's role is limited to:

1. Providing Seller with access to Biddlee's technology platform and services for the purpose of facilitating the listing of the Property on the MLS through a licensed Listing Broker/Agent;
2. Engaging a licensed Massachusetts Listing Broker/Agent on Seller's behalf to post the Property on the MLS and provide limited listing services as described in the Seller Listing Agreement;
3. For properties located outside Massachusetts, referring Seller to an Out-of-State Referral Broker/Agent in the applicable state as described in the Seller Listing Agreement; and
4. Providing administrative, customer support, and technology services in connection with the listing process.

6.2 No Real Estate Brokerage by Biddlee. Unless Biddlee holds a valid Massachusetts real estate broker license and has disclosed such license to Seller in writing, Biddlee does not and shall not:

1. Negotiate or offer to negotiate the sale, purchase, or exchange of real property;
2. List or offer to list real property for sale or lease;
3. Provide real estate brokerage advice, counseling, or representation to Seller regarding the sale of the Property;
4. Show properties, conduct open houses, or directly facilitate transactions between Seller and buyers; or
5. Engage in any other activity that would constitute the practice of real estate brokerage under Massachusetts General Laws Chapter 112, §§ 87PP through 87DDD½.

All real estate brokerage services, including MLS posting, buyer inquiry handling, and any representation of Seller in connection with the listing, are provided solely by its Listing Broker/Agent (for Massachusetts properties) or the Out-of-State Referral Broker/Agent (for properties located outside Massachusetts).

6.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 3 (BIDDLEE'S REPRESENTATIONS AND DISCLAIMERS), BIDDLEE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

1. No Guarantee of Results. Biddlee does not guarantee that the Property will be sold, that any particular number of buyer inquiries will be received, that any offers will be made, or that Seller will achieve any particular sale price or terms.
2. Technology Platform “As Is.” Biddlee's technology platform and services are provided on an “as is” and “as available” basis. Biddlee does not warrant that the platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
3. Third-Party Services. Biddlee does not warrant or guarantee the performance, quality, accuracy, or reliability of services provided by third parties, including its Listing Broker/Agent, Out-of-State Referral Brokers/Agents, MLS organizations, or other service providers engaged in connection with the Agreement.
4. IMPLIED WARRANTIES DISCLAIMED. TO THE MAXIMUM EXTENT PERMITTED BY MASSACHUSETTS LAW, BIDDLEE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6.4 Limitation of Liability.

1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY MASSACHUSETTS LAW, IN NO EVENT SHALL BIDDLEE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE TO SELLER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR FAILURE TO SELL THE PROPERTY) ARISING OUT OF OR RELATING TO THE AGREEMENT, THE LISTING OF THE PROPERTY, OR THE USE OF BIDDLEE'S PLATFORM OR SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF BIDDLEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. CAP ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY MASSACHUSETTS LAW, BIDDLEE'S TOTAL AGGREGATE LIABILITY TO SELLER ARISING OUT OF OR RELATING TO THE AGREEMENT, THE LISTING OF THE PROPERTY, OR THE USE OF BIDDLEE'S PLATFORM OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY SELLER TO BIDDLEE UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
3. Exceptions. The limitations set forth in this Section 6.4 shall not apply to the extent prohibited by applicable Massachusetts law or to liability arising from Biddlee's:
   1. Gross negligence or willful misconduct;
   2. Fraud or intentional misrepresentation;
   3. Breach of confidentiality obligations under Article 6; or
   4. Violation of Massachusetts consumer protection laws (M.G.L. Chapter 93A) to the extent such limitations are unenforceable under Chapter 93A.
4. Applicability. The limitations set forth in this Article 6 shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive and continue in full force and effect notwithstanding any failure of essential purpose of any limited remedy.

6.5 Seller's Acknowledgment. Seller acknowledges and agrees that:

1. Seller has read and understood the limitations on Biddlee's role and liability set forth in this Article 6;
2. Seller is engaging Biddlee solely for the limited purpose of obtaining access to MLS listing services through licensed real estate brokers/agents, and not for full-service real estate brokerage representation;
3. Seller understands that Seller will be responsible for negotiating directly with buyers (except to the extent Seller separately engages its Listing Broker/Agent or another broker/agent for additional services), making pricing and negotiation decisions, reviewing and executing contracts, and managing all other aspects of the sale transaction;
4. The fees charged by Biddlee reflect the limited nature of Biddlee's services and the limitations on Biddlee's liability set forth in this Article 6; and
5. Seller has had the opportunity to seek independent legal advice regarding the Agreement and the limitations set forth herein.

6.6 Massachusetts Consumer Protection Compliance. Nothing in this Article 6 shall be construed to limit or waive any rights Seller may have under Massachusetts General Laws Chapter 93A (Massachusetts Consumer Protection Act) to the extent such limitation or waiver would be unenforceable under Chapter 93A. If any provision of this Article 6 is determined to violate or be unenforceable under Chapter 93A, such provision shall be modified to the minimum extent necessary to comply with Chapter 93A, and the remaining provisions shall remain in full force and effect.

7.1 Indemnification by Seller. Seller agrees to indemnify, defend, and hold harmless Biddlee and its officers, directors, members, managers, employees, agents, affiliates, successors, and assigns (collectively, the “Biddlee Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, “Losses”) arising out of or relating to:

1. Any breach by Seller of any representation, warranty, covenant, or obligation under the Agreement;
2. Any inaccuracy, error, omission, or misrepresentation in the Property information, listing content, photographs, descriptions, or other materials provided by Seller to Biddlee, its Listing Broker/Agent, or the Out-of-State Referral Broker/Agent;
3. Any failure by Seller to disclose material defects, conditions, or adverse facts concerning the Property as required by Massachusetts law or the law of the state in which the Property is located;
4. Any violation by Seller of applicable fair housing laws, discrimination laws, or other laws governing the sale or marketing of real property;
5. Any claims by third parties (including buyers, tenants, neighbors, or other parties) arising from the condition of the Property, Seller's conduct, or Seller's failure to comply with applicable laws or regulations;
6. Any claims arising from Seller's direct negotiations or communications with buyers, including claims of misrepresentation, fraud, breach of contract, or failure to disclose material facts; or
7. Any breach of Seller's confidentiality obligations under Article 5;

provided, however, that Seller's indemnification obligations shall not apply to the extent that such Losses arise solely from the gross negligence, willful misconduct, fraud, or breach of the Agreement by Biddlee or the Biddlee Indemnitees.

7.2 Indemnification by Biddlee. Biddlee agrees to indemnify, defend, and hold harmless Seller from and against any and all Losses arising out of or relating to:

1. Any breach by Biddlee of any representation, warranty, covenant, or obligation under the Agreement;
2. Any negligent act, error, omission, or willful misconduct by Biddlee or its employees, agents, or contractors (excluding its Listing Broker/Agent and Out-of-State Referral Broker/Agent, who are independent contractors) in the performance of Biddlee's obligations under the Agreement;
3. Any violation by Biddlee of applicable laws, regulations, or professional standards governing its business operations or technology platform;
4. Any claims that Biddlee's technology platform, website content, or proprietary materials infringe or misappropriate any third-party intellectual property rights;
5. Any unauthorized practice of real estate brokerage by Biddlee in violation of Massachusetts law or the law of any other applicable state; or
6. Any breach of Biddlee's confidentiality obligations under Article 5;

provided, however, that Biddlee's indemnification obligations shall not apply to the extent that such Losses arise solely from Seller's gross negligence, willful misconduct, fraud, breach of the Agreement, or failure to comply with Seller's obligations under Article 2.

7.3 Third-Party Service Providers. Seller acknowledges and agrees that its Listing Broker/Agent and any Out-of-State Referral Broker/Agent are independent contractors, not employees or agents of Biddlee. Biddlee shall not be liable for any acts, errors, omissions, negligence, or misconduct of its Listing Broker/Agent or Out-of-State Referral Broker/Agent, except to the extent that Biddlee failed to exercise reasonable care in selecting or engaging such broker/agent. Seller's primary recourse for any claims arising from the conduct of its Listing Broker/Agent or Out-of-State Referral Broker/Agent shall be against such broker/agent directly.

7.4 Indemnification Procedures. A party seeking indemnification under this Article 7 (the “Indemnified Party”) shall:

1. Promptly notify the indemnifying party (the “Indemnifying Party”) in writing of any claim, demand, action, or proceeding for which indemnification is sought, provided that failure to give prompt notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such delay;
2. Provide the Indemnifying Party with reasonable cooperation and assistance in the defense of such claim, at the Indemnifying Party's expense;
3. Permit the Indemnifying Party to assume control of the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which consent shall not be unreasonably withheld; and
4. Have the right to participate in the defense of any such claim at its own expense and with counsel of its own choosing.

7.5 Survival. The indemnification obligations set forth in this Article 7 shall survive the termination or expiration of the Agreement for a period of three (3) years.

8.1 Informal Dispute Resolution. In the event of any dispute, claim, or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation, or validity thereof (a “Dispute”), the parties agree to first attempt in good faith to resolve such Dispute through direct negotiation. Either party may initiate such negotiation by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall communicate (in person, by telephone, or by videoconference) within fifteen (15) business days after such notice to attempt to resolve the Dispute.

8.2 Mediation. If the parties are unable to resolve the Dispute through informal negotiation within thirty (30) days after the notice described in Section 8.1, the parties agree to submit the Dispute to non-binding mediation. The parties shall share equally the costs and fees of the mediator. Each party shall bear its own attorneys' fees and costs in connection with the mediation.

8.3 Litigation; Jurisdiction and Venue. Any Dispute that is not resolved through informal negotiation and mediation as provided above may be adjudicated only in the state or federal courts located in Massachusetts, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of such courts for such purposes. Each party waives any objection to jurisdiction or venue in such courts and agrees not to assert any defense based on lack of personal jurisdiction, improper venue, or forum non conveniens.

8.4 Governing Law. The Agreement and these T&C shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles.

8.5 Attorneys' Fees. In the event of any litigation, arbitration, mediation, or other proceeding arising out of or relating to the Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses incurred in connection therewith, in addition to any other relief to which it may be entitled, to the extent permitted by Massachusetts law.

9.1 Independent Contractor Relationship. Biddlee and its Listing Broker/Agent (and any Out-of-State Referral Broker/Agent) are independent contractors, and nothing in the Agreement shall be construed to create a partnership, joint venture, employment, agency (except as expressly provided for agency relationships between Seller and its Listing Broker/Agent or Out-of-State Referral Broker/Agent under applicable real estate licensing law), franchise, or fiduciary relationship between Seller and Biddlee. Biddlee has no authority to bind Seller or to incur any obligation on behalf of Seller without Seller's prior written consent.

9.2 Entire Agreement. The Agreement, including these T&C, all exhibits, schedules, and attachments thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter. There are no representations, warranties, covenants, or agreements between the parties except as expressly set forth in the Agreement or this T&C.

9.3 Amendment and Waiver. No amendment, modification, or waiver of any provision of the Agreement or these T&C shall be effective unless set forth in a writing signed by both parties. No waiver of any breach or default under the Agreement shall be deemed a waiver of any subsequent breach or default of the same or any other provision. No failure or delay by either party in exercising any right, power, or remedy under the Agreement shall operate as a waiver.

9.4 Severability. If any provision of the Agreement or these T&C is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in the Agreement or herein. If any such provision is held to be excessively broad, such provision shall be reformed and construed by limiting or reducing it to the extent legally permissible so as to be enforceable to the maximum extent compatible with Massachusetts law.

9.5 Notices. All notices, requests, consents, and other communications required or permitted under the Agreement shall be in writing and shall be deemed to have been duly given:

1. Upon delivery, if delivered personally or by nationally recognized overnight courier service (with signature confirmation);
2. Upon transmission, if sent by email (with confirmation of transmission) to the email address specified below, during normal business hours on a business day, or on the next business day if sent after normal business hours or on a non-business day; or
3. Three (3) business days after deposit in the United States mail, if sent by certified or registered mail, return receipt requested, postage prepaid.

All notices shall be sent to the Parties at the addresses listed in the Agreement.

9.6 Assignment. Seller may not assign, transfer, or delegate any of its rights or obligations under the Agreement without the prior written consent of Biddlee, which consent may be withheld in Biddlee's sole discretion. Biddlee may assign the Agreement without Seller's consent: (a) to an affiliate or subsidiary; or (b) in connection with a merger, consolidation, sale of all or substantially all of its assets, or similar corporate transaction, provided that the assignee assumes all obligations of Biddlee under the Agreement. Any purported assignment in violation of this Section 9.6 shall be null and void. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9.7 Counterparts; Electronic Signatures. The Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of the Agreement by facsimile, email (PDF), or other electronic means shall have the same force and effect as delivery of manually executed originals, and the parties agree that electronically stored copies of the Agreement shall be deemed originals for all purposes. The parties consent to the use of electronic signatures in accordance with the Massachusetts Uniform Electronic Transactions Act, M.G.L. Chapter 110G.

9.8 Headings. The headings and captions used in the Agreement and these T&C are for convenience only and shall not affect the interpretation of the Agreement.

9.9 Construction. The language of the Agreement and these T&C shall be construed as a whole according to its fair meaning and not strictly for or against either party. The use of the singular shall include the plural, and vice versa. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “or” shall be disjunctive but not necessarily exclusive. References to “Article,” “Section,” or “Exhibit” refer to articles, sections, and exhibits of the Agreement unless otherwise specified.

9.10 Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes or labor disputes, government actions or orders, epidemics or pandemics, or failures of third-party utilities or communications networks (each, a “Force Majeure Event”). The affected party shall promptly notify the other party of the Force Majeure Event and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the Agreement upon written notice to the other party without liability (except for obligations accrued prior to termination).

9.11 Third-Party Beneficiaries. Except as expressly provided in Article 7 (Indemnification) with respect to indemnified parties, the Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.

9.12 Further Assurances. Each party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of the Agreement and the transactions contemplated hereby.