User Services Agreement - Ridley

1. Scope of Services

Ridley agrees to provide only those services specifically associated with the service(s) selected by the User as outlined in Exhibit A.

2. Disclaimer

a) Ridley is not a licensed real estate brokerage, law firm, or professional services provider and does not provide real estate, legal, tax, accounting, investment, or other professional advice. Ridley connects Users with licensed third-party providers, including an independent law firm for legal services. All legal services are rendered solely by the third-party law firm pursuant to a direct attorney-client relationship between the User and the law firm. Ridley is not responsible for the actions, advice, or services provided by any third-party provider.

b) Ridley does not list properties directly on the MLS. A licensed third-party brokerage will be solely responsible for the User's MLS listing.

c) All tools, support, and resources provided by Ridley are for informational and educational purposes only. Any decisions made by the User based on information provided by Ridley are solely the responsibility of the User.

3. User Responsibilities

User is solely responsible for:

Ensuring compliance with all applicable local, state, and federal laws related to the sale and marketing of their property;
Making all final decisions regarding pricing, marketing, negotiations, and contracts;
Engaging licensed professionals for any legal, contractual, or brokerage-related needs beyond the scope of this agreement;
Complying with all applicable federal, state, and local Fair Housing laws and guidelines and not discriminating against any person in the sale, rental, or financing of housing.

4. Term of Services

The term or duration of the services provided under this Agreement is specified in Exhibit A. Additionally, certain elements of each service offering may include support of varying durations. The specific details regarding the term of each service offering are contained in Exhibit A.

5. Fees & Payment Terms

The fee for each service offering is specified next to the respective service in Exhibit A. The User shall only be responsible for payment of fees associated with the specific service offerings they contract for. The fee must be paid in full prior to any services being rendered. Once paid, the fee becomes non-refundable immediately.

6. No Guarantee of Outcome

Ridley does not guarantee the sale of your property or any specific outcome. This includes, but is not limited to, timing, final sale price, level of buyer interest, or the success of any marketing efforts. Any examples, estimates, or recommendations provided by Ridley are for illustrative purposes only and should not be interpreted as promises or assurances of results.

7. Limitation of Liability

To the fullest extent permitted by law, Ridley and its affiliates, officers, directors, employees, contractors, agents, successors, and assigns shall not be liable to the User or any third party for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to loss of profits, revenue, goodwill, data, use, or other intangible losses, arising out of or related to this agreement, the services provided, or the sale or attempted sale of any property — regardless of the legal theory under which such liability is asserted, including contract, tort (including negligence), strict liability, equity, or otherwise — even if Ridley has been advised of the possibility of such damages.

Without limiting the foregoing, in no event shall Ridley's total cumulative liability to the User for any and all claims, losses, or damages exceed the total amount actually paid by the User pursuant to Section 5 of this Agreement. The User acknowledges that the fees charged by Ridley reflect this allocation of risk and that this limitation of liability is an essential element of the agreement.

8. Affiliated Business Disclosure

Ridley hereby discloses that Ridley Homes, LLC is an affiliated business. Ridley Homes, LLC is a licensed real estate broker in the State of Colorado and may be compensated through real estate referral fees in connection with services provided to the User. By entering into this Agreement, the User acknowledges and understands that Ridley has a business relationship with Ridley Homes, LLC.

The User further acknowledges and consents that data and information provided to Ridley in connection with this Agreement may be shared with Ridley Homes, LLC for the purposes of fulfilling services, processing referrals, and ensuring compliance with applicable laws and regulations.

9. Indemnification

User agrees to defend, indemnify, and hold harmless Ridley, its employees, contractors, and affiliates from any and all claims, damages, losses, or liabilities arising from:

User's use of Ridley's services other than in compliance with the terms and conditions of this agreement;
User's actions or omissions in connection with the property sale;
User's failure to comply with applicable laws or regulations;
User's violation of the rights of any other party.

10. Force Majeure

Ridley shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, telecommunications outages, strikes, governmental actions, or pandemics.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings, whether oral or written, relating to the subject matter herein.

12. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

13. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the services provided, the parties agree to first attempt to resolve the matter in good faith through informal discussions. If the parties are unable to resolve the matter through informal discussions, the parties agree to attempt to resolve the matter through mediation.

Mediation shall be conducted in good faith and in accordance with the following process:

Either party may initiate mediation by providing written notice to the other party, outlining the nature of the dispute and the relief sought. The parties shall then mutually agree on a qualified mediator from JAMS within 10 business days of the notice.
The mediator shall be an impartial and neutral third party with experience in mediating commercial disputes. If the parties cannot agree on a mediator, JAMS shall appoint a mediator.
The mediation shall be conducted in either Boulder, Colorado or Denver, Colorado. The parties agree to participate in at least two mediation sessions, unless the dispute is resolved sooner.
All communications, negotiations, and statements made in the course of mediation shall be confidential and shall not be admissible in any subsequent arbitration or legal proceeding, except as required by law.
Each party shall bear its own costs and expenses related to the mediation, and the parties shall share equally the fees and expenses of the mediator.

If unresolved after thirty (30) days of the date of the first mediation session, the dispute shall be resolved exclusively through binding arbitration conducted by a single arbitrator under the rules of the American Arbitration Association (AAA) in the state and county where Ridley is headquartered. Arbitration shall be confidential, and judgment on the award may be entered in any court of competent jurisdiction.

14. Waiver of Jury Trial, Waiver of Class Action

Class Action Waiver: The parties agree that any dispute resolution proceedings will be conducted on an individual basis only and not as a class action or other representative action. The parties expressly waive their right to participate in any class action or representative proceeding.

Jury Waiver: The parties expressly waive their right to a trial by jury in any action or proceeding arising out of or related to this Agreement. This waiver is made knowingly and voluntarily by the parties, who have had the opportunity to consult with legal counsel regarding this provision.

15. Terms of Service and Privacy Policy

As of the date of this Agreement, the Terms of Service dated April 2, 2025 and Privacy Policy dated April 2, 2025 and available on www.getridley.com are hereby incorporated by reference and form an integral part of this Agreement. By entering into this Agreement, all Users acknowledge and agree that they are bound by the provisions set forth in the Terms of Service and Privacy Policy. These documents govern the use of the website and outline the rights and responsibilities of the parties involved. Any amendments or updates to the Terms of Service and Privacy Policy shall also be binding upon the parties, provided that such amendments or updates are communicated in accordance with the notification procedures outlined therein. In the event of a conflict between the Terms of Service and this Agreement, this Agreement shall prevail.

Exhibit A — Service Plans

Ridley Essentials

This plan is valid for 12 months from time of sign-up and includes:

Ridley AI: Step-by-step guidance through every stage of your sale
Smart Pricing Tools: Real comps and AI-powered pricing support
Property Listing Page: Share a polished listing page with buyers
Zillow Distribution: Get listed where the most buyers are looking
Smart Document Assistant: Interactive tools that explain and help you complete every required form
Ridley Vendor Hub: Access to trusted pros: stagers, photographers, cleaners and more
Ridley Concierge: On-call human support whenever you need it
Yard Sign: Professionally printed and shipped to your door

Service pricing varies by state and is displayed to the User at the time of service selection. The amount reflected at checkout or in the User's account dashboard represents the full and final cost for the selected services.

Ridley Pro

This plan is valid for 12 months from time of sign-up and includes all services in Ridley Essentials, plus:

Pricing consultation
MLS distributions
Offer reviews
Contract date & deadline management
Closing guidance
Ask Anytime: Send questions to your agent anytime and get answers

If you remove your listing from the MLS for any reason, the cost associated with upgrading from Ridley Essentials to Ridley Pro will need to be paid again before the home can be re-listed. Additional services requiring a real estate license will be performed exclusively by a licensed third-party agent to whom Ridley will connect the User.

Ridley Insights

This plan is valid for 3 months from time of sign-up and includes:

Ridley AI (Limited Use): Smart assistant to help you explore your options
Property Listing Page: Share a polished listing page with buyers
Smart Pricing Tools: Real comps and AI-powered pricing support
Ridley Vendor Hub: Access to trusted pros: stagers, photographers, cleaners and more

Service pricing is set at $49 and is displayed to the User at the time of service selection.

Ridley Premium

This plan provides access to exclusive buyer features available only on Ridley, and includes:

Access to private properties only visible to verified Ridley buyers
Priority visibility to sellers (your messages appear at the top of seller inboxes)
Verified Buyer Badge on your profile to increase trust and credibility
Option to pay annually and save 25%

Service pricing is set at $9.99/month or $89.99/year (reflecting 25% annual savings).