Selling Agreement

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LAST UPDATED JUNE 8, 2022

Terms of Use Apply

You agree that:

- You have read, understood, and clicked “Agree” to the Terms of Use, thereby assenting to the terms therein.  
- The Terms of Use are incorporated herein by reference. 
- The Terms of Use contain important clauses that impact your legal rights, including but not limited to:  an arbitration agreement, a class action waiver, a class arbitration waiver, a choice of law provision, and various warranty disclaimers and limitations of liability and releases, as well as indemnification responsibilities.

Basic Licensing and MLS as to the Real Estate Agent

Seller(s)’ Agent represents and warrants that:

1. Are above the age of eighteen (18);
2. Have legal capacity to enter into legally binding contracts;
3. Are a duly authorized licensed real estate agent and in good standing with all applicable regulatory bodies of the state in which the Property is listed;
4. Are a member, subscriber, or participant (or similarly defined term) in good standing (e.g., not currently suspended, disallowed, and/or under current disciplinary action) with the local MLS in the geographical service area in which the Property is located;
5. Have a working knowledge and understanding of the By-Laws, Membership Restrictions, and Rules and Regulations applicable to the local MLS on which the Property will be listed and/or uploaded; and
6. Have confirmed the listing and/or uploading of the Property to the local MLS will not violate any By-Laws, Membership Restrictions, and/or Rules and Regulations of the local MLS on which the Property will be listed and/or uploaded.

As to Seller(s) and the Property

Seller(s) and Seller’s Agent hereby represent and warrant that:  

- You have received a preliminary title report and have confirmed that the Seller(s) is the legal and true owner of the Property, or is a valid, authorized representative of a legal entity that owns the Property and has unanimous consent of said legal entity to sell the Property.  In this regard, you warrant, represent, and promise that at least one of the following is a true and accurate statement:     
- The Seller(s) holds the title in fee simple by themselves; and/or     
- The Seller(s) are joint owners or tenants in common or the like and all owners are in 100% agreement to sell the Property; and/or     
- The Seller(s) are the present title holder to the property that is financed and that a sale to a third party will not violate the terms of any agreement with the lienholder or any other owners, as applicable; and/or     
- The Seller(s) and Property are not presently under contract for sale with any third party; and/or     
- The Property is not currently listed for sale on any other bidding platform site; and/or     
- The Property is not currently in judicial or non-judicial foreclosure.The Seller(s) is above the age of 18 and competent to execute legal contracts.
- There is a valid and legally enforceable exclusive real estate agent selling/listing agreement (or similarly termed document) with Seller(s) and has uploaded a copy of the same to Doorsey for Doorsey’s records, and that such real estate agent selling/listing agreement (or similarly termed document) is not violative of, and is compliant with, any and all local, state, or federal regulations, restrictions, codes, or laws that apply to such agreements.
- The Seller(s) have executed a written agreement or statement that they consent to use of Doorsey for receipt of price bids,, understand Doorsey’s services, and consent to the exclusive sales period time frame.
- Use of Doorsey’s service will not violate any equitable, legal, or contractual rights of any third party who may claim an interest in the Property. 

Your Understanding of Doorsey’s Services.

Seller(s) and Seller(s)’ Agent hereby represent and warrant that they understand and agree that:

- Doorsey is not an auctioneer, nor is Doorsey hosting, facilitating, or running any type of auction;
- The Seller(s) and Seller(s)’ Agent expressly understand - as set forth in the Terms and Conditions of Doorsey.com and elsewhere - that Doorsey’s Platform is an open forum for the public aggregation of price bids related to the prospective purchase and sale of the subject Property.  The Seller(s) expressly understand and acknowledge that any and all pricing bids made on Doorsey will be immediately viewable - and thus shared - with any and all other prospective purchasers.  Your use of Doorsey’s services constitutes acceptance and acknowledgment of this, and all other, Terms.
- Doorsey does not remove any agency of the Seller(s) - that is, the Seller(s) can decide whether to sell or not sell, subject to the Terms of Use and these Representations and Warranties.  
- The making and receipt of bids as to the proposed price for sale by prospective purchasers do not constitute legal and enforceable contracts.  Outside of Doorsey’s Platform, the agents and parties must still prepare a written offer (which is not shared with other parties, since that is handled outside of Doorsey) and a traditional Purchase and Sale Agreement after the close of Doorsey’s services to create an enforceable contract for the purchase and sale of residential real estate.  Please consult with your real estate advisor, financial advisor, or lawyer to determine what elements are required to be in writing in your jurisdiction in order to create a legally enforceable contract.
- Seller(s) and Seller(s)’ agent agree to engage in ongoing communication with one another regarding our services as well as any bids on the platform. 
- You understand that Doorsey does not offer legal, tax, real estate, or financial advice and does not prepare:     
- Memoranda of Sale;     
- Letters of Intent;     
- Purchase and sale agreements;     
- Deeds;     
- Excise tax affidavits;      
- Deeds of trust;     
- Mortgages;      
- Promissory notes; or     
- Any other legal instrument of finance or property transfer.
- The parties are responsible for the payment of any and all sales and use taxes and that Doorsey and/or Doorsey’s agents are authorized to collect said sales and use taxes at any point in time, including at any point in time after the transaction is closed.

Doorsey’s Intellectual Property and Services and Reimbursement of Costs.

Seller(s) and Seller(s)’ Agent hereby represents and warrants that they understand and agree that:

- Doorsey will cover the initial costs of the following:     
- Performance of an inspection by a third-party inspector (which shall be selected and designated at Doorsey’s sole discretion);     
- Preparation of an inspection report that will be uploaded onto Doorsey’s site for use by prospective buyers during the sales period;     
- Matterport 3D imaging; and     
- Photography for the listing, including in some cases aerial drone photography if agreed to by the parties.
- The inspection report, Matterport 3D imaging, and photography are the intellectual property of Doorsey and cannot be distributed, reproduced, or used without Doorsey’s express written permission.  The Seller(s) and Seller(s)’ Agent have a limited, revocable license to use these imaging, report, and photography in connection with the Listing.
- It is your and the Seller(s)’s responsibility to ensure that the inspection report is accurate, not Doorsey.  
- Doorsey has invested or will invest significant time and effort into assisting you and your with the potential sale of the home.  
- You have obtained your Client’s (the owner’s) written and signed consent to use Doorsey’s online services platform for the entire duration of the sales period.  You are required to produce this written and signed consent to Doorsey to use the platform.  
- You and your client have identified the “breakpoint price,” which is the offered purchase price at which the risk of loss is shifted from Doorsey to Seller(s) and selling agent.If the “breakpoint price” is reached during the sales period, and the Seller(s) decides not to sell the home for any reason at all, including not selling to the prospective purchaser who offers the highest price, then the Seller(s) and Selling agent shall reimburse Doorsey $1,500.00, which are the estimated costs of preparing the listing with the service set forth above.  Note, if aerial photography is included in your package, then the breakpoint price shall be $2,000.00.       
- You hereby represent and warrant that you have explained the same in writing to the Seller(s), and they agree to such reimbursement.
- If the “breakpoint price” is not reached during the sales period, then Selling Agent and Seller(s) do not have to reimburse Doorsey $1,500.00 and may also use the inspection report, Matterport 3D imaging, and photography to sell the Property through any other legal means.  

Your Obligations After the Sales Period.

Seller(s) and Seller(s)’ Agent hereby represents and warrants that they understand and agree that:

- Doorsey’s responsibilities and legal obligations do not extend beyond the sales period.  
- Once the Seller(s) has received a bid as to the price that it believes may or may not be acceptable to the Seller(s), it is up to the parties and their respective agents or Agents to memorialize and initiate the appropriate buy-sell contracts that facilitate the real property transaction.       
- For the avoidance of doubt, it is your responsibility to use all reasonable efforts to enter into an Agreement to Purchase and Sell Real Estate and to properly communicate with Buyer and/or Buying Agent.
- You agree to provide confirmation of:     
- Execution of the Purchase and Sale Agreement;          
- Identification of the Purchaser; and     
- Final Terms, including Closing Date.
- You agree to provide confirmation whether the sale of the Property successfully closed and the date on which it closed.
- You agree to provide a copy of all documents pertinent to the sale to Doorsey upon demand and within 24 hours of such demand.

Legal Disputes and Indemnification.

Seller(s) and Seller(s)’ Agent hereby represents and warrants that they understand and agree that:

- You each will indemnify and hold harmless Doorsey for any and all claims brought by Buyer or Buyer’s agents that arise as a result of Seller(s)’s or Selling Agent’s conduct, including but not limited to those for breach of contract, damages, specific performance, equitable relief, and the like.
- Doorsey will not be party to any disputes between Selling Agent and Seller(s) with regard to the (actual or failed) purchase and sale of the Property.  Selling Agents, in this regard, agrees to hold harmless and indemnify Doorsey for any claims brought by Seller(s) in relation to Selling Agent’s services or lack thereof, whether intentional, reckless, or negligent, with regard to the purchase and sale of residential real estate.  
- Violations by any of these provisions may result in legal action, including for damages or injunction, as necessary.   
- You understand that the legal dispute terms found in the Terms of Use (including but not limited to: choice of law, venue, arbitration agreement, class action and collective action waiver, severance provision, and the like) govern our entire relationship and any legal disputes arising therefrom.