Updated: April 21, 2021
Welcome to Brokerfied!
These Terms of Service (“ Agreement ”) apply to the services offered by Brokefied, Inc. (“ Brokerfied ,” “ we ,” “ us ,” or “ our”) in connection with the Brokerfied.com website (“ Site ”) and our platform’s commercial real estate listing and search features (collectively with the Site, the “ Services ”). This Agreement applies to all visitors, users, contributors, property owners, and others who access the Site (“ you ,” or “ User”).
Please read the terms of this Agreement carefully before using Brokerfied.
THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, A CLASS ACTION WAIVER, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER GOVERN HOW CLAIMS AGAINST US CAN BE BROUGHT BY YOU AS A USER OF OUR SERVICES. BY AGREEING TO THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE TO SUBMIT ALL CLAIMS YOU MAY HAVE AGAINST US THROUGH FINAL AND BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.
1. Our Service
Brokerfied is a platform that provides a means for commercial property owners and their authorized representatives (“ Property Owners ”) to l ist their properties (“ Property Listings ”) through a comprehensive, virtual, do-it-yourself toolkit for commercial real estate marketing. Property Owners may also find, communicate with, and ultimately sell or rent their Property Listings to users searching for commercial real estate who view Property Listings on our Site or through our services (“ Prospects ”).
The services include software-as-a-service solutions, consisting of: (1) the Brokerfied Dashboard, (2) a dedicated Property Listing webpage, and (3) Property Listing communication interface. Additionally, Brokerfied may provide Property Owners with physical signage, a dedicated property email address and dedicated phone number (collectively, the “ Services ”).
Brokerfied is not a real estate broker or agent, and use of the Services does not create a broker-client relationship with Brokerfied. Brokerfied does not offer real estate or legal advice or services. Brokerfied does not act in any way except as a provider of technology to Users. Brokerfied does not offer any kind of advice, opinions, recommendations, referrals or counseling. Brokerfied is not a partner, joint venture, employer, or affiliated in any way with Property Owners on the platform. Brokerfied is not involved in the representation of the Properties Listings or Property Owners featured on this platform.
Brokerfied is also not a commercial real estate marketplace. Property Listings will be featured on a dedicated webpage of our Site, which is indexed and searchable by online search engines, but we do not provide a means for the general public to use our Site to search available commercial real estate listings.
Brokerfied does not guarantee that any Property Listing on the Site or through the Services will meet your needs. The Services allow Property Owners to list their properties directly to the Site, and all photographs, descriptions, availability, size, features or other information about a Property Listing (“Property Information”) is solely that of the Property Owner. We do not screen, verify, or otherwise validate the accuracy or completeness of a Property Listing or any Property Information. Users of the Services who view Property Listings or rely on Property Information do so entirely at their own risk and we are in no way responsible for the Properties Listings or any of Property Information on the Site or available through the Services.
At no point can Brokerfied be held liable for any Property Listings, conduct, action, or omission of the Property Owners. Brokerfied does not select or endorse any Property Listings or any individual Property Owner featured on the Site or through the Services. Brokerfied does not confirm whether Property Owners have the legal authority to provide their Property Listings, and we do not make any warranty, guarantee, or representation as to the accuracy, quality, or any other feature of a Property Listing indicated by any Property Owner. Brokerfied does not warrant or guarantee that any Property Listings featured on the Site or through the Services are available, that the Property Information or any other information provided by Property Owners through the Services is accurate or complete.
Additionally, we do not pre-screen or otherwise provide background, credit, or any other checks of Prospects using the Services. All Property Owners are solely responsible for qualifying Prospects before entering into any formal agreement with them.
Brokerfied strongly encourages and recommends that Users independently research at Property Listings before contacting a Property Owner or before leasing or purchasing a Property Listing.
Use of the Service
You may access and use the Services strictly in accordance with the terms and conditions set forth in this Agreement. Your Brokerfied account gives you access to the Services and functionality that we may establish and maintain from time to time in our sole discretion. We may maintain different types of accounts for different types of Users. If you are an authorized representative of a Property Owner acting in your professional capacity, you represent and warrant that you have obtained all required authorization and consents from the applicable Property Owner in creating, modifying or otherwise interacting with the Services.
Updates to the Service
Brokerfied may, without prior notice, amend, modify, stop providing the Services, to you or to Users generally; or create usage limits for the Services, at any time in our sole discretion. The Services are provided “as is,” and you acknowledge and agree that you will not rely on any existing features of the Services being available in the future, nor any proposed updates becoming available.
Brokerfied will deliver enhancements, bug and error fixes, updates and upgrades to the Services that are made generally and commercially available to Users of the Services. The Services are maintained and receive periodic updates and upgrades through releases. We will use our best efforts to schedule releases such that any impact on the availability and performance of the Services is kept to a minimum, but we make no guarantee that the Services will be available to you at all times or that they will be error-free.
You may use the Services only if you can form a binding contract with us, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 years old or older to use or access the Services. If you are under 18 years old, you may not use or access the Services. Any use or access to the Services by anyone under 18 is strictly prohibited and in violation of this Agreement. The Site may not be available to Users previously removed from the Site by us.
United States Only
Brokerfied is located within the United States and does not intend to be subject to any non-US jurisdiction or law. Brokerfied may not be appropriate or available for use in some US and/or non-US jurisdictions. Any use of Brokerfied is at your own risk, and you must comply with all applicable laws and regulations in using the Services. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose, in our sole and absolute discretion.
2. Acceptance of This Agreement
Your access to and use of the Services is conditional on your acceptance of the terms and conditions of this Agreement. By accessing and using the Services you agree on your own behalf, and on behalf of any organization, entity, or other person on whose behalf you may act (collectively referred to herein as “ you ”), to accept and abide by this Agreement for each use of the Services and each visit to the Site. If you are entering this Agreement on behalf of any organization, you represent and warrant that you have, and at all times will have while accessing and using the Services, authority to bind such entity or person.
We can change this Agreement at any time by posting an updated Agreement on the Site. We may also, at our sole discretion, send registered Users an email notice of changes. You are responsible for regularly reviewing this Agreement, and if any modification is unacceptable to you, you shall cease using the Services. If you do not cease using this Services, you will be conclusively deemed to have accepted the change. If you have any questions about this Agreement, you may contact us at email@example.com.
3. User Accounts
If you choose to register for a Brokerfied account, you will create a password and user account upon completing the registration process. When creating your account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of your password and account and are responsible for all activities that occur under your account. You agree to (1) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (2) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. You may edit your user profile, including your username, password, email address, and phone number (collectively, “ Personal Information ”), and how you interact with the Site by changing the settings on your account’s Settings page. Property Owners may edit the Properties they have listed through the Services on your account’s Listing Main page.
Suspension and Termination
We may suspend or terminate your use of the Services at any time if, in our sole discretion, your use of the Services is in violation of this Agreement, or if we otherwise reasonably believe that your use of the Services could cause damage to the Services, the rights of other Users, or for any other reason, even if not expressly set forth in this Agreement. Our right to suspend and/or terminate your account does not limit our right or ability to seek any other remedy available to us through this Agreement or at law. Suspension or termination of your account may result in the deletion of your Personal Information that is saved in or associated with your account.
You shall (1) be responsible for your compliance with this Agreement, (2) be solely responsible for the accuracy, quality, integrity and legality of Personal Information and Property Information (defined below) and the means by which you acquire your Property Information, (3) use commercially reasonable efforts to prevent unauthorized access or use of the Services, and (4) use the Services only in accordance with applicable laws, government regulations, and the terms of this Agreement. Brokerfied shall not, in any way, be responsible for any intentional or unintentional misuse of Property Information by you (including your employees, your subsidiaries, your affiliates and/or parent companies) and/or by your users or any third parties to whom you have granted access to your account. You understand that you are solely responsible for granting access to the Services by providing credentials to users, and you are solely responsible for safeguarding these credentials. “Property Information” means all pictures, property details, availability, pricing, contact information, messages, and other information provided by you through or in connection with a Property Listing on the Services.
You understand that the technical processing and operation of the Services, including your Property Information and Personal Information, may involve (1) transmissions over various networks, and (2) changes to conform and adapt to technical requirements of connection networks or devices. We will maintain commercially reasonable administrative, physical, and technical safeguards designed for the protection, confidentiality, and integrity of your Property Information and Personal Information. You recognize and agree that hosting content online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Services, you assume such risks. We offer no representation, warranty, or guarantee that Property Information or Personal Information will not be exposed or disclosed through errors or the actions, including negligence, of third parties or us. We will have no responsibility or liability for the accuracy of data uploaded to the Site or through the Services by you.
4. Paid Services
Subscription Fees and Terms
By creating a Property Listing, you agree to pay all fees and other charges that may be listed at the time of purchase (“Property Listing Fee”). Your Property Listing Fee and term will be set at the time of purchase, which are hereby incorporated by reference. Property Listing Fees are non-cancellable and non-refundable when paid, and no refunds will be permitted if you de-list your Property Listing or otherwise terminate this Agreement prior to the end of the subscription term. We reserve the right to change Subscription Fees and terms, as well as add new pricing and paid Services, at any time and in our sole discretion.
Unless otherwise stated, Subscription Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction in connection with the Subscription Fees (collectively, “Taxes”). You are responsible for paying all Taxes associated with Subscription Fees, if any, hereunder.
5. Property Information
You may only create Property Listings that you own or have express permission from the owner to do so. You may only include Property Information that you own or have the right to use. You are solely responsible for all content that you upload or otherwise provide to the Site or through the Services.
In uploading your Property Information to the Site, you may not upload, download, post, email, or otherwise transmit any content that, without limitation:
- May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party;
- May be considered false or misleading information;
- Violates another’s right of celebrity or privacy, which includes without limitation uploading a picture of another person without such person’s consent;
- Is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable;
- May be considered unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
- Would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, or national law; or 7. Would or be likely to incite, promote, or support discrimination, hostility, or violence.
By uploading your Property Information, you represent and warrant that you have the lawful right to create the Property Listing and distribute the Property Information and that the Property Information complies with this Agreement and all applicable federal, state and local laws, regulations, and ordinances, including without limitation that Property Information does not infringe upon the property rights, intellectual property rights (copyrights and trademarks) or other rights of others. You also represent that there are no outstanding disputes in connection with the property rights, intellectual property rights or other rights in your Property Information.
You acknowledge that we do not pre-screen Property Information, but that we or our designees shall have the right (but not the obligation) in our sole discretion to reject or remove Property Information that is available via the Services. If you create a Property Listing through the Services, you acknowledge that we may review Property Information for adherence to our guidelines and compliance with the terms and conditions set forth in this Agreement. Without limiting the foregoing, we and our designees shall have the right to remove Property Information if it violates this Agreement or is otherwise objectionable to us, and that we may do so without any obligation to you, monetarily or otherwise.
Our Use of Property Information
By submitting Property Information to the Site, you grant us a non-exclusive, royalty-free, worldwide, transferable license to use, copy, reproduce, modify, publicly display, and distribute Property Information as necessary to provide the Services and for any other legitimate business purpose of Brokerfied.
Preservation of Property Information
We reserve the right, but not the obligation to maintain your Property Information even after you delist your Property Listing or otherwise terminate your account with us. You acknowledge and agree that we may preserve your Property Information and may also disclose your Property Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (1) comply with legal processes; (2) enforce this Agreement; (3) respond to claims that your Property Information violates the rights of any third party; or (4) protect our rights, property, or personal safety or of our Users or the public.
6. User Conduct
You agree that you will use the Services and any related products only for lawful purposes and will comply at all times with all applicable laws, including without limitation, all intellectual property, nondiscrimination, privacy and data security laws and will not take any action that harms or violates the rights of any person or entity.
You may only use the Services, Third-Party Content (as defined below), and Property Information on the Services for their intended purposes. In general, this means that you cannot use Property Information listed through the Services separately from the listing in which it was originally created. If you wish to use the same or similar Property Information for other listings, you must create a new Property listing or order additional Products as provided through the Services. This means, for example, that you cannot use one Property listing to try to solicit Prospects for additional or separate listings.
Without limitation, in using this Services, you agree to not:
- Reproduce, duplicate, copy, sell, resell or exploit for commercial purposes any portion of the Site, use of the Services, or access to the Services without our express written consent;
- Use the Service in any way to discriminate against any individual or class of individualsprotected under federal, state or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist or discriminatory activities or outcomes;
- Modify or create derivative works based upon Property Information;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person, entity or property;
- Remove or alter any watermark or attribution marks unless expressly permitted by the Services;
- Use or access the Services to provide service bureau, time-sharing or other computer hosting services to third parties;
- Use any Brokerfied Content (defined below) for distribution electronically that competes with Brokerfied (i.e., making it available for others to create commercial real estate listings, whether on your own platform or any other third-party platform). We solely determine what constitutes competition;
- Upload, download, post, email or otherwise transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Disrupt or interfere with the security of, or otherwise abuse, the Site, or the Services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Services;
- Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution; 12. Disrupt or interfere with any other User’s enjoyment of the Site or affiliated or linked websites;
- Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
- Access the Services in order to build a similar product or competitive product; or 15. Frame or link to the Site except as permitted in writing by us.
7. Our Proprietary Rights
You acknowledge and agree that the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. We grant you, and you alone, a non-exclusive, and non-transferable right to access and use the Services subject to the terms and conditions of this Agreement. The Services may give you access to descriptions, commentary, documents, articles, and other written or visual content (“Brokerfied Content ”) which is and shall remain the exclusive property of Brokerfied.
This Agreement does not grant you a license to use any software, including any APIs or other scripts (“ Software ”) separate from what is necessary to access and use the Services. We may provide you with a Software license, subject to the terms and conditions of a separate agreement, only through express written permission.
We retain all right, title, and interest in and to the Services, including without limitation all software included in and used to provide the Services, the Brokerfied trademarks, including all names and logos, and Brokerfied Content provided on the Site or through the Services (collectively, “ Brokerfied IP ”). This Agreement does not grant you (1) any right to reproduce, modify, distribute, license, sell, transfer, or publicly display or perform or otherwise exploit the software included in the Services, (2) copy, modify, distribute, license, sell, transfer, publicly display or perform or otherwise exploit any content of the Site; or (3) any other right to the Brokerfied IP or Services not specifically set forth herein. No rights are granted to you other than as expressly set forth in this Agreement.
Licenses in Property Information
You grant to us a non-exclusive, royalty-free, assignable, transferable and sublicensable i rrevocable right and license to use, reproduce, adapt, and distribute Property Information as reasonably necessary (1) to provide the Services as required under this Agreement and to exercise its other rights, and perform its other obligations, under this Agreement, and (2) to use and disclose information contained in or derived from the your Property Information or Related Data (defined below), on an anonymous (de-identified) basis only, for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. “ Related Data ” means data or information (excluding Personal Information) associated with or arising out of use of the Services (including without limitation data associated with requests made to, and responses generated in connection with, the Services). Related Data will be our property, and neither we nor any of our sublicensees shall have any duty to compensate or account to you in connection with the exercise of the foregoing rights.
If you create a Property Listing on the site or through the Services, you agree that we may reference you and your Property Information in our online listings and may place your name and logo on our website and marketing materials relating to our products and services, as well as in any press releases or “case studies” and the like. You hereby grant us a limited license to use your Property Information and your trademarks (name and logo only) designated by you for such limited uses, subject to your trademark/logo usage guidelines, if any, provided by you to us. Notwithstanding the foregoing, you may reasonably request removal of any such usage of your trademark/logo with written notice to us.
The Brokerfied name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Brokerfied or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners.
You may provide us, or make public on the Site, notes, emails, postings, letters, suggestions, concepts, reviews, or other written materials related to the Services (collectively, “ Feedback ”). You acknowledge and agree that you do not maintain and will not assert any ownership, i ntellectual property right, or any other right to the Feedback. You further agree that any Feedback provided to us will not be considered confidential information, and that we are permitted to freely share, disclose, modify, creative derivative works, or otherwise use the Feedback for any purpose. Should the ownership of the Feedback be found under applicable l aw to not be the property of Brokerfied, you hereby grant us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into any Brokerfied products or services any Feedback provided by you relating to the provision of the Services.
8. DMCA Notice
Brokerfied respects the intellectual property rights of others. Per the DMCA, we will respond expeditiously to claims of copyright infringement on the Site if submitted to our Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, we will take whatever action we deem appropriate within our sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
If you believe that your intellectual property rights have been violated by us or by a third party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent listed below:
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- An address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not we, can contact you;
- A statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
- A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf;
- Your electronic or physical signature.
Brokerfied may request additional information before removing any allegedly infringing material. In the event we remove the allegedly infringing materials, we will immediately notify the person responsible for posting such materials that we removed or disabled access to the materials. We may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c), the Brokerfied Inc designated Copyright Agent is:
3157 Gentilly Blvd Suite # 2254
New Orleans, LA 70122
9. Third Party Content and Service
Third Party Services
The Services may provide access to or integrate with third-party apps, services, websites, and other content that are not owned or controlled by us (“Third-Party Services ”). All Third-Party Services are provided “As-Is,” and we do not warrant any such Third-Party Services, regardless of whether they are required to use our Services. You expressly relieve us from any and all liability arising from your use of any Third-Party Service, and any use by you of such Third-Party Services is solely between you and the applicable Third-Party Service provider. We do not endorse or assume any responsibility for any such Third-Party Services. If you access Third-Party Services from the Services, you do so at your own risk and you understand that this Agreement does not apply to your use of such Third-Party Services. We shall not be responsible for any disclosure, modification or deletion of your Information resulting from access by Third-Party Services. Additionally, we are not responsible for any downtime or unavailability of Third-Party Services which are outside our reasonable control. Under no circumstances will we be liable for any damages whatsoever, including without limitation due to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use a Third-Party Service.
10. Disclaimer of Warranties
THIS SITE AND THE SERVICES, MATERIAL, AND INFORMATION AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND BROKERFIED DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT: (1) THE SERVICES PERFORMED BY BROKERFIED WILL MEET YOUR REQUIREMENTS; (2) THAT THE OPERATION OF BROKERFIED SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; (3) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; OR (4) THAT DEFECTS, IF ANY, WILL BE CORRECTED. TO THE EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BROKERFIED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY (1) WARRANTIES OF TITLE, AND (2) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NO LIENS AND NON-INFRINGEMENT, ACCURACY, TITLE, AND QUIET ENJOYMENT. THE INFORMATION PROVIDED IN THE SERVICES DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE ADVICE; BROFERFIED IS PURELY A TECHNOLOGY PROVIDER TO LIST, PROMOTE, COMMUNICATE, AND ADVERTISE COMMERCIAL PROPERTIES AND WE ARE NOT A REAL ESTATE BROKER. YOU AGREE THAT BROKERFIED SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, YOUR BUSINESS, YOUR COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE ACCESS OR DOWNLOAD OF OUR SERVICES, SITE, OR ANY CONTENT CONTAINED THEREIN.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL BROKERFIED OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING BROKERFIED OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BROKERFIED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES PROVIDED BY BROKERFIED. THIS LIMITATION APPLIES TO, WITHOUT LIMITATION: (1) THE USE OR INABILITY TO USE THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (5) ANY OTHER MATTER RELATING TO THE SITE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL BROKERFIED BE HELD RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY, INCLUDING PERSONAL INJURY, RESULTING FROM COMMUNICATIONS, IN-PERSON MEETINGS, OR ANY OTHER INTERACTION BETWEEN PROPERTY OWNERS AND PROSPECTS, OR FOR ANY OTHER DAMAGE OR LOSS OUTSIDE OF OUR REASONABLE CONTROL.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF BROKERFIED EXCEED $100, OR IF GREATER, THE AMOUNT ACTUALLY PAID BY YOU TO BROKERFIED IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION ARISES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM ARISING UNDER THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED OTHERWISE YOU RELEASE BROKERFIED OF ANY SUCH CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS BROKERFIED AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (“BROKERFIED INDEMNIFIED PARTIES”) FOR ANY THIRD PARTY CLAIM, SUITE, PROCEEDING, OR GOVERNMENT ENFORCEMENT ACTIONS ARISING OUT OF, RELATED TO, OR ALLEGING AN INJURY OR LOSS CAUSED BY YOUR ACCESS AND USE OF THE SERVICES THAT, WITHOUT LIMITATION, INCLUDES: (1) YOUR PROPERTY INFORMATION; (2) YOUR ACCESS TO OR USE OF THE SERVICES FOR ILLEGAL, FRAUDULENT, OFFENSIVE, OR TORTIOUS PURPOSES; (3) YOUR CONNECTION TO THE SITE; (4) YOUR VIOLATION OF THIS AGREEMENT; OR (5) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY. IN ANY EVENT, BROKERFIED WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH SUIT OR PROCEEDING THROUGH COUNSEL OF ITS OWN CHOOSING AT BROKERFIED’S OWN EXPENSE. YOU WILL ALSO INDEMNIFY AND HOLD HARMLESS THE BROKERFIED INDEMNIFIED PARTIES FOR ANY COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN RESPONDING TO ANY LEGAL ACTION, SUBPOENA, SEARCH WARRANT, OR COURT ORDER REQUIRING PRODUCTION OF INFORMATION OR DOCUMENTS RELATED TO YOUR USE OF THE SERVICES.
In the event of a dispute between one or more Property Owners or Prospects, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
If you are a California resident, you waive California Civil Code §1542, which states:
A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
14. Allocation of Risk
You acknowledge and agree that we provide the Services in reliance upon the disclaimers of warranty and the limitations of liability contained herein, and that the terms of this Agreement reflect an allocation of risk between you and us (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions herein form an essential basis of the bargain between you and us. If you are subject to applicable laws that prohibit you from indemnifying us as set forth herein or prohibit you from entering into the risk allocation arrangement as set forth herein, then the terms will apply to you to the fullest extent permitted by applicable law, it being understood that you and us each wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.
15. Dispute Resolution
For any dispute with us, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the event we are unable to resolve the dispute informally, you and we agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this provision to arbitrate, shall be determined solely and exclusively by binding arbitration before a single arbitrator. You and we also agree that the arbitration shall be conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and that such arbitration will be conducted in Los Angeles County, California, unless you and we agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No Class Action; No Jury Trial
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NO CLASS ACTION OR REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR PRAYERS FOR RELIEF MAY BE MAINTAINED IN ANY ARBITRATION OR OTHER PROCEEDING UNDER THIS AGREEMENT. UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
The laws of the United States and the State of California shall govern this Agreement. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the Southern District of California, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the Southern District of California, then the exclusive forum and venue for any such action shall be the courts of the State of California, located in Los Angeles County, and the parties hereby submit to the personal jurisdiction of that court.
16. General Provisions
If any provision of this Agreement is invalid, illegal or unenforceable by a court of competent jurisdiction having authority to bind the parties under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
This Agreement, together with the other terms and agreements incorporated herein by reference, and any amendments and any additional agreements you may enter with us in connection with the Services, constitutes the entire agreement between you and us concerning the Service.
Relationship of the Parties
You and Brokerfied are independent contractors, and no agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by this Agreement.
Our failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, will not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. A waiver of any default by us will not be deemed a continuing waiver but will apply solely to the instance to which such waiver is directed.
The section headings and any plain English summaries appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
No Transfer; No Assignment
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
No Third-Party Beneficiaries
Other than as expressly provided in this Agreement, no third-party beneficiaries are intended or will be construed as created by this Agreement.
Notices; Electronic Communication
By providing us with your email address, you consent to receive Brokerfied-related communications and notices electronically and you agree that all agreements, notices, disclosures and other communication that we provide to you via the Services or email satisfy any legal requirement that such communications be in writing. We may also use your email address to send you other messages, such as changes to the features of the Services and special offers (“Promotional Messages”). If you do not want to receive Promotional Messages, you may opt out or change your preferences in your Account Settings or by emailing us at email@example.com.
Neither party shall be liable for any failure or delay in its performance under this Agreement or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance (such a “Force Majeure Event”). A Force Majeure Event includes, without limitation, strikes, lockouts, labor troubles, inability to procure materials or services including substantial price increases in materials or services, impacts of pandemics, epidemics, failure of power, riots, insurrection, war or other reasons of a like nature not the fault of such Party. The Party shall immediately provide notice to the other Party of such delay, and performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Each party agrees to strive to develop and maintain adequate backup systems, procedures and resources to assure their respective performance. Whether an event is a Force Majeure Event shall be at the sole discretion of Brokerfied.
For questions regarding this Agreement contact firstname.lastname@example.org.