CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SERVICE. THIS SERVICE IS OPERATED BY BROKER BRAIN, LLC. AND ITS AFFILIATES (COLLECTIVELY, "BROKER BRAIN"). BY ACCESSING OR USING THIS SERVICE (OR ANY PART THEREOF), YOU, (THE “USER”) AGREE TO BE LEGALLY BOUND BY THE TERMS OF SERVICE THAT FOLLOW (THE "AGREEMENT") AS BROKER BRAIN MAY MODIFY THEM FROM TIME TO TIME. THESE TERMS OF SERVICE APPLY TO USER’S USE OF THE BROKER BRAIN SERVICES AND SERVICES OFFERED VIA THIS SITE. THEY CONSTITUTE A LEGAL CONTRACT BETWEEN USER AND BROKER BRAIN, AND BY ACCESSING OR USING ANY PART OF THE SERVICE USER REPRESENTS AND WARRANTS THAT USER HAS THE RIGHT, POWER AND AUTHORITY TO AGREE TO AND BE BOUND BY THESE TERMS OF SERVICE. IF USER DOES NOT AGREE TO THE TERMS OF SERVICE, OR IF USER DOES NOT HAVE THE RIGHT, POWER, AND AUTHORITY TO AGREE TO AND BE BOUND BY THIS AGREEMENT, USER MAY NOT USE THE SERVICE. WHEN USER USES USER’S ACCOUNT OR PERMITS SOMEONE ELSE TO USE USER’S ACCOUNT OR OTHERWISE ACQUIRE ACCESS TO THE SERVICE THIS AGREEMENT AS AMENDED COVERS ANY SUCH ACCESS OR SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF USER AND BROKER BRAIN HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT COVERS USER’S USE OF A BROKER BRAIN SERVICE, THE TERMS AND CONDITIONS OF SUCH AGREEMENT SHALL CONTROL WITH RESPECT TO SUCH SERVICE TO THE EXTENT THEY ARE INCONSISTENT WITH THIS AGREEMENT.
Authorized Users
The Service (as hereinafter defined) is available only to individuals who purchase a subscription (collectively "Subscribers" or “Authorized Users”). An Authorized User may only access the Service using the user names, passwords and, if applicable, key tokens (collectively, the "Passcodes") assigned to such User by Broker Brain, and may not share his Passcodes with any other person, nor allow any other person to use or have access to his Passcodes. Each Authorized User, subject to the terms of this Agreement, including but not limited to the Fees and Payment terms, is granted a limited, nonexclusive license to use the Service only for those Permitted Uses set forth herein. The grant of license shall terminate with the expiration of termination of this Agreement. Except as set forth above, this Agreement does not grant User any rights, whether by license, ownership or otherwise, in or to the Service. User agrees and acknowledges that ownership of the Service and all subsequent versions thereof regardless of the form or media is held by Broker Brain.
Purpose of Service
The Service is designed for the User to input, store, access and transmit information about real estate. The User is solely responsible for the content of any information inputted, stored, accessed or transmitted by User on or from the Service. Any information or services offered by this Service are provided solely for general information, do not constitute real estate, legal, tax, accounting or other professional advice, or an offer to sell or lease real estate, and may not be used to determine an individual's eligibility for credit, insurance, or employment.
Proprietary Rights
The text, software, graphics, organization, layout, design, appearance, look and feel and other content contained on or provided through this site (collectively, the "Content") are proprietary to Broker Brain, and are protected by copyright and other U.S. and international intellectual property rights, laws and treaties. The Content provided via this site includes proprietary organization and structures for categorizing, sorting, displaying and transmitting information, and the related software ("Software"). The site, Content, Software, and any portion of the foregoing, including any derivatives, successors, updates or modifications provided thereto and any information derived from the use of the Software, are collectively referred to herein as the "Service" and are owned by and proprietary to Broker Brain.
Except as otherwise set forth herein, all right title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and improvements, including all divisions, continuations, reissues, renewals and extensions thereof now existing or hereafter filed, issues or acquired; (iii) trade secrets, proprietary information, and know-how; (iv) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software, appearance, look and feel, and (v) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising embodied in, or practices in connection any of the services identified herein (“Broker Brain Intellectual Property Rights” or “Proprietary Information”) are owned by Broker Brain, its affiliates or assigns, and User agrees to make no claim of interest in or ownership of any such Broker Brain Intellectual Property Rights. User acknowledges that no title to the Broker Brain Intellectual Property Rights is transferred to User, and that User does not obtain any rights, express or implied, in the Broker Brain Intellectual Property Rights or its service. User shall not disassemble, decompile, decrypt, extract, reverse engineer, prepare a derivative work based upon, distribute, or time share the Service, Software or any components thereof in order to ascertain, derive or appropriate for any reason of purpose, the source code or source listings or any algorithm, data, process, procedure or other information contained therein. User shall not rent, sell, resell, lease, sublicense, loan or otherwise transfer the Service, Software or components thereof.
Use of Service
Permitted Uses
This Service allows for users to store information, data, text, photographs, images, graphics, and other content in the Service, ("Stored Information"). Subject to this Agreement, User may use the Service, if User is an Authorized User, in the ordinary course of User’s business for:
(1) Storing and retrieving Stored Information;
Prohibited Uses:
Notwithstanding anything to the contrary herein, User shall not,
(1) Distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form) any portion of the Service, or modify or create derivative works of any portion of the Service;
(2) Access any portion of the Service unless User is an Authorized User of the Service using the Passcodes assigned to User by Broker Brain to access the components and services of the Service that User’s subscription authorizes User to access, subject to the terms contained therein and in this Agreement;
(3) Provide, disclose or transmit any portion of the Service to any direct or indirect competitor of Broker Brain;
(4) Modify, merge, decompile, disassemble or reverse engineer any portion of the Service,
(5) Use, reproduce, publish or compile any portion of the Service for the purpose of selling or licensing such information;
(6) Use any data mining, gathering or extraction tool, or any robot, spider or other automatic device or manual process, to monitor or copy any portion of the Service;
(7) Store, copy or export any portion of the Service into any database or other software, except as expressly set forth in the Permitted Uses above;
(8) Upload, post or otherwise publish any portion of the Service on, or provide access to any portion of the Service through, the Internet, any bulletin board system, any other electronic network, any data library, any listing service or any other data sharing arrangement, except that User may e-mail a report containing information that complies with the Permitted Use provisions set forth above to User’s clients and prospective clients;
(9) Upload, post, e-mail or otherwise transmit any information, data, text, software, photographs, images, graphics, or other content to or through the Service, or use any portion of this Service in a manner, that (a) is unlawful, threatening, abusive, harmful, libelous, tortuous, defamatory, false, misleading, obscene, vulgar, racially or ethnically offensive or otherwise objectionable; (b) infringes any patent, copyright, trademark, trade secret, or other proprietary right of any party or violates the privacy or publicity rights of any party; (c) constitutes unlawful advertising or fraudulent, unfair or deceptive practices, "spam," or any other form of unlawful solicitation; (d) contains software viruses or any other computer code, files or programs that are designed to or have the capability to interrupt, modify, damage, improperly access, disable, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (e) User does not have a right to transmit under any law, contractual obligation (i.e., nondisclosure agreement) or fiduciary duty;
(10) Impersonate any person or entity, or falsely state or otherwise misrepresent User’s affiliation with a person or entity, or otherwise disguise the origin of any information, data, text, software, photographs, images, graphics, or other content posted on or transmitted through the Service;
(11) Interfere with or disrupt, or attempt to interfere with or disrupt, the Service or servers or networks connected thereto or the activities of other users of the Service; or
(12) Encourage or engage in illegal activity, stalk or harass another person, or violate this Agreement or any applicable local, state, national or international law, rule, regulation or ordinance, including without limitation, state and local real estate practice, spam or privacy laws.
Confidentiality Within The Service
Broker Brain acknowledges that User retains User’s ownership rights with respect to the Stored Information. However, User understands that all such Stored Information, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. This means that User, and not Broker Brain, is entirely responsible for all such content that User uploads, posts, e-mails or otherwise transmits to or via the Service. Broker Brain is under no obligation to maintain such content if User defaults under the terms of this Agreement, including but not limited to User’s obligation to pay User’s Service Fee in a timely manner, and Broker Brain may remove any such content in Broker Brain's sole and absolute discretion at any time after this Agreement expires or terminates or at any time User is in default hereunder.
The documents stored by User on the Service are intended to be confidential and private. Except as otherwise provided herein, Broker Brain personnel shall not review or disclose to others the documents or other information stored therein. Authorized access is designed to be restricted to the Authorized User(s) that store the information there and other users designated by such Authorized User(s) to have access to the information.
Broker Brain reserves the right to compile statistical information regarding use of various features of Broker Brain’s Service. Broker Brain also reserves the right for Broker Brain and its contractors to access any portion of the Service to perform customer support, service or system development, routine security inspections, or to protect against unauthorized use of our Service, or to respond to legal process or if otherwise required to do so by law.
Broker Brain takes these confidentiality and privacy issues seriously. If User has any questions or concerns, User should contact Legal@Broker Brain.net.
Information about User
When User uses the Service, Broker Brain collects both personally and non-personally identifying information about User’s use of the Service. Broker Brain generally uses or discloses the information we collect through the Service to conduct research on and to improve the Service, to perform customer service and support, to fulfill User’s requests for additional services, and to provide User with information regarding our Service, including service-related announcements.
In some but not all circumstances, at the time User submits personally identifiable information, Broker Brain may provide User with the opportunity to "opt out" of some uses or disclosures of personally identifiable information. In addition, regardless of whether User exercises an opportunity to opt out, Broker Brain reserves the right to use or disclose the information we collect whenever we have reason to believe that use or disclosure may be necessary to identify possible violations of this Agreement, to identify, contact or bring legal action against persons or entities who may be violating User’s rights, our rights or the rights of others, or if we believe that we are required to do so to respond to legal process or otherwise to comply with law. Broker Brain also reserves the right to use and disclose the information collect to protect the security of our Service, Software, web sites, users, and to protect ourselves from liability or in connection with a merger, acquisition or liquidation of the company.
Although the Service can technically be viewed by children, Broker Brain does not knowingly request personally identifiable information from them nor does this Service publish content that is targeted to children. No information should be submitted to, or posted at, the Service by visitors under 18 years of age.
Links
User may provide a hyperlink to the home page of this Service, which is http://www.brokerbrain.net, provided that User must remove any such link upon request from Broker Brain. The Service may include links to other sites, some of them operated by Broker Brain and some of them operated by third parties. Under no circumstances shall Broker Brain be deemed to be associated or affiliated with, or viewed as endorsing or sponsoring, any web site that links to this Service, or is linked to from this Service, or any other services that may be offered through such web sites. Broker Brain has not necessarily reviewed any or all of the content of such other web sites, and Broker Brain disclaims responsibility for the content and services available therein. Different terms and conditions may apply to User’s use of any linked sites. It is User’s responsibility to review any such terms and conditions in connection with User’s use of any such sites. Any issues or disputes that may arise with respect to any such sites shall solely be between User and the applicable third party.
Information Regarding Accuracy, Completeness and Timeliness of Information in the Service
The Service is provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary sources of information. Any reliance upon the Service shall be at User’s own risk. Neither Broker Brain, nor any third party involved in creating, producing or delivering the Service, is responsible if the Service is not accurate, complete or current. Neither Broker Brain, nor any third party involved in creating, producing or delivering the Service, has any responsibility for any consequence relating directly or indirectly to any action or inaction that User takes based on the Service.
No Warranties
ALTHOUGH BROKER BRAIN MAKES EFFORTS TO PROVIDE AN ACCURATE SERVICE, THE SERVICE AND ALL PARTS THEREOF INCLUDING ANY AND ALL ADDITIONAL SERVICES OR WORK TO BE PROVIDED TO USER BY BROKER BRAIN PURSUANT TO A SEPARATE WRITTEN INSTRUMENT AND OTHERWISE ARE PROVIDED "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE". BROKER BRAIN AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE "BROKER BRAIN PARTIES") DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SERVICE, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (4) THE SERVICE CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY ANY BROKER BRAIN PARTY, AND (5) THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SERVICE IS AT USER’S OWN RISK.
BROKER BRAIN RESERVES THE RIGHT TO RESTRICT OR TERMINATE USER’S ACCESS TO THE SERVICE OR ANY FEATURE OR PART THEROF AT ANY TIME. IF USER DOWNLOADS ANY CONTENT FROM THIS SERVICE, USER DOES SO AT USER’S OWN DISCRETION AND RISK. USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.
THESE DISCLAIMERS ARE INDEPENDENT OF ANY OTHER TERM IN THIS AGREEMENT.
Limitation of Liability
USER ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE BROKER BRAIN PARTIES WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY USER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICE, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE SERVICE, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY UNAUTHORIZED USE OF THE SERVICE. THESE LIMITATIONS OF LIABILITY INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, USER’S LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESS TO AND ALTERATION OF USER’S TRANSMISSIONS AND DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES.
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF THE BROKER BRAIN PARTIES FOR ANY AND ALL REASONS TO ANY SUBSCRIBER OR TO ANY OTHER PARTY FOR DAMAGES, DIRECT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, EXCEED THE TOTAL AMOUNT OF SERVICE FEES ACTUALLY PAID TO BROKER BRAIN UNDER THIS AGREEMENT BETWEEN THE RELEVANT SUBSCRIBER AND BROKER BRAIN DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE SUCH CLAIM AROSE, REGARDLESS OF THE CAUSE OR FORM OF ACTION. RECOVERY OF THIS AMOUNT SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR SUBSCRIBER OR ANY OTHER PARTY FOR DAMAGES.
UNDER NO CIRCUMSTANCES WILL ANY OF THE BROKER BRAIN PARTIES BE HELD LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF, BASED ON, OR RESULTING FROM, OR IN CONNECTION WITH THE SERVICE, THIS AGREEMENT, OR USER’S USE OR INABILITY TO USE ANY OF THE FOREGOING, EVEN IF BROKER BRAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION OF DAMAGES IS INDEPENDENT OF THE EXCLUSIVE REMEDY DESCRIBED ABOVE AND SURVIVES IN THE EVENT SUCH REMEDY FAILS.
BROKER BRAIN SHALL HAVE NO LIABILITY FOR ANY DAMAGES RESULTING FROM ANY FAILURE TO PERFORM ANY OBLIGATION HEREUNDER OR FROM ANY DELAY IN THE PERFORMANCE THEREOF DUE TO CAUSES BEYOND BROKER BRAIN'S CONTROL, INCLUDING BUT NOT LIMITED TO, INDUSTRIAL OR EMPLOYMENT DISPUTES, ACTS OF GOD OR GOVERNMENT, PUBLIC ENEMY, WAR, ACTS OF GOVERNMENT, FIRE, OTHER CASUALTY, FAILURE OF ANY LINK OR CONNECTION WHETHER BY COMPUTER OR OTHERWISE, OR FAILURE OF TECHNOLOGY OR TELECOMMUNICATIONS OR OTHER METHOD OR MEDIUM OF STORING OR TRANSMITTING THE SERVICE.
IF USER IS A CALIFORNIA RESIDENT, USER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "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."
ALL OF THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE, AND EVEN IF WE OR OUR REPRESENTATIVES HAVE BEEN NEGLIGENT OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION ARISING OUT OF OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY USER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.
User’s Liability
If User causes a technical disruption of the Service, User agrees to be responsible for any and all liabilities, costs and expenses (including reasonable attorneys' fees, court costs and costs of enforcement) arising from or related to that disruption. Upon User’s breach of any term of this Agreement, Broker Brain's remedies shall include any monetary benefits that accrued to User as a result of the breach, any damages incurred by Broker Brain related to User’s breach and any other damages and relief available at law or in equity. If Broker Brain retains any third party to obtain any remedy to which it is entitled under this Agreement, Broker Brain shall be entitled to recover all costs, including attorneys’ fees, court costs and collection agency commissions, Broker Brain incurs.
Indemnity
User agrees to indemnify, defend, and hold harmless the Broker Brain Parties from and against any third party action, suit, claim or demand and any associated losses, expenses, damages, costs and other liabilities (including reasonable attorneys' fees), arising out of or relating to User’s (and User’s users) Stored Information, use or misuse of any portion of the Service, or Users violation of this Agreement. User shall cooperate as fully as reasonably required in the defense of any such claim or demand. Broker Brain and any third party involved in creating, producing, or delivering the Service reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, at User’s expense, and User shall not in any event settle any such matter without the written consent of Broker Brain and any third party involved in creating, producing or delivering the Service.
Trademarks
The Service employs various trademarks and service marks of Broker Brain and of other third parties. All of these trademarks and service marks are the property of their respective owners. User agrees not to use or display them in any manner without the prior written permission of the applicable trademark owner.
Procedure for Making Notification of Claims of Copyright Infringement
Broker Brain and its affiliates respect the intellectual property of others, and we ask those posting or transmitting any content to or through this site or with the Service to respect copyright law. It is the policy of Broker Brain to restrict or terminate the use of this Service by individuals or entities that repeatedly post infringing content in violation of this Agreement. If User believes that User’s work has been copied and is available on this site in a way that constitutes copyright infringement, User may notify Broker Brain via the following designated agent for receipt of notice under the Digital Millennium Copyright Acts: Broker Brain, LLC PO Box 80630 Las Vegas, NV 89180; phone 480-240-9211; and e-mail info@brokerbrain.net.
Fees and Payment
As consideration for the services User purchases, including but not limited to access to the Service, User agrees to pay Broker Brain the applicable Service Fee pursuant to a separate written agreement between Broker Brain and User (the “Service Fee Schedule”). User agrees that Broker Brain shall have no obligation to provide the Service until Broker Brain has received User’s prepaid Service Fee for the applicable term. Broker Brain may cancel the Service and terminate this Agreement if the applicable Service Fee has not been received. All Service Fees are due immediately, except as otherwise expressly noted herein or in the Service Fee Schedule. All Service Fees are non-refundable. For additional services User shall prepay Broker Brain’s then current fees for such services, in accordance with the Service Fee Schedule. User agrees to pay all value added, sales and other taxes (other than taxes based on Broker Brain’s income) related to Broker Brain services or payments made by User hereunder. All sums due and payable that remain unpaid will accrue interest as a late charge of 3.0% per month or the maximum amount allowed by law, whichever is less. User is responsible for the timely payment of any fees incurred by User’s use of components and services available on the site or via links to other web sites, and all taxes applicable to User’s use of the Service and for all charges associated with connecting to the Service, including without limitation telephone access lines (including long-distance charges, when applicable), telephone and computer equipment and any service fees necessary to access the Service.
BROKER BRAIN RESERVES THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE (EFFECTIVE AT THE END OF ANY PREPAID TERM) THE NATURE AND AMOUNT OF FEES CHARGED FOR ACCESS TO THE SERVICE OR ANY OF THE COMPONENTS OR SERVICES AVAILABLE ON THE SERVICE, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED.
Term
This Agreement will commence on the date that User’s prepaid Service Fee is received by Broker Brain and will continue for the applicable period of time set forth in the Service Fee Schedule, unless terminated or suspended according to the terms of this Agreement. This Agreement will automatically renew for successive terms equal in length to the initial term, unless either party gives the other party written or electronic notice, in accordance with the terms herein, of its intention not to renew the Agreement, at least five (5) days prior to the end of the then-current term or renewal term. Any renewal is subject to Broker Brain’s then current terms and conditions, successful completion of any applicable authentication procedure, if any, and prepayment of all applicable Service Fees at the time of renewal. Additional payment terms may apply to the Broker Brain services User purchases, as set forth herein and in the applicable Fee Payment Schedule.
Termination and Suspension
User may terminate this Agreement at any time upon five (5) days prior written or electronic notice to Broker Brain. Broker Brain shall use commercially reasonable efforts to cancel the services within five (5) business days following such notice from User. User shall not be entitled to receive a refund of any prepaid Service Fees and shall be responsible for the payment of all fees due and payable through the expiration of the Term of this Agreement.
Broker Brain may suspend User’s services and access to the Service or terminate this Agreement as follows:
(i) Following twenty-four (24) hours prior electronic or written notice if (a) User breaches the Agreement, (b) perpetuates fraud, (c) causes or fails to fix a security breach relating to the services, (d) fails to comply with Broker Brain’s requirements for security or to respond to any inquiry from Broker Brain, concerning the accuracy or completeness of the information user is required to provide pursuant to this Agreement, (e) if Broker Brain reasonably suspects fraudulent activity on User’s Service Fee payment account, (f) in the event that certain third party licenses or access to third party components of the services are terminated, or (g) non-payment of any Service Fee payable by user to Broker Brain. If services are suspended or terminated by Broker Brain due to lack of payment by User, reinstatement of services shall be subject to User paying Broker Brain as applicable, all past due Service Fees and a reinstallation fee.
(ii) Immediately, without prior notice, if Broker Brain reasonably believes User’s breach compromises the security of the Service in any material fashion.
Upon termination, Broker Brain will cease providing the services. If termination of this Agreement is due to User’s default, User shall bear all costs of such termination, including any reasonable costs Broker Brain incurs in closing User’s account. User agrees to pay any and all costs incurred by Broker Brain in enforcing User’s compliance with this Section. Upon termination, User’s rights to use the Service, and any other rights granted hereunder, including but not limited to the limited use license, shall immediately cease, and User shall destroy any copy of the materials licensed to User hereunder and referenced herein. Each party will be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement will not relieve User or Broker Brain from any liability arising prior to the termination of this Agreement. To the extent permitted by law, User agrees that upon termination for any reason, Broker Brain may delete all information relating to User’s use of the Service and stored on the Service or with Broker Brain. Notwithstanding any other provisions of this Agreement to the contrary, User’s obligation to pay any Service Fees due through the expiration of the billing cycle in which the termination is effective and User’s indemnification obligations contained herein shall survive the termination of this Agreement.
Jurisdiction
Broker Brain is headquartered in the State of Nevada of the U.S. This Agreement and User’s use of this Service shall be governed by the laws of the State of Nevada without regard to its conflicts of laws principles. User irrevocably consents to the exclusive jurisdiction of the federal and state courts located in the State of Nevada, County of Cook for any action to enforce this Agreement. If any material on this Service, or User’s use of the Service, is contrary to the laws of the place where User is when User accesses it, or if Broker Brain is not licensed as required by applicable laws or regulations in such locale, the Service is not intended for User, and Broker Brain asks User not to use the Service. User is responsible for complying with the laws of User’s jurisdiction.
Modifications to Service; Changes to these Terms
Broker Brain is continuously updating and changing the Service, and reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Broker Brain shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service (or any part thereof). Additionally, Broker Brain reserves the right, in our complete and sole discretion, to change this Agreement at any time by posting revised terms on the Service. It is your responsibility to check periodically for any changes Broker Brain may make to the Service and this Agreement. Your continued use of this Service following the posting of changes to these terms or other policies means you accept the changes.
Miscellaneous
In the event any portion of this Agreement not being of a fundamental nature is held to be invalid, illegal or unenforceable, such part shall be deemed severed from this Agreement without invalidating the remaining provisions of this Agreement or affecting the enforceability of such remaining provisions. If a provision is held to be invalid, illegal or otherwise unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of the original provision.
No waiver by Broker Brain of any right under or term or provision of this Agreement will be deemed a waiver of any other right, term, or provision of this Agreement at that time or a waiver of that or any other right, term, or provision of this Agreement at any other time.
The terms in this Agreement constitute the entire agreement between Broker Brain and User regarding the subject matter contained herein and the terms supersede any prior or simultaneous agreement, terms or negotiations, whether written or oral or whether established by custom, practice, policy or precedent, between the parties hereto. Except as otherwise provided for herein, any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties herein. No employee, contractor, agent or representative of Broker Brain is authorized to alter or amend the terms and conditions of this Agreement except through an amendment signed by an authorized representative of Broker Brain.
User may not assign this Agreement without the prior written consent of Broker Brain. Broker Brain may freely assign this Agreement without any consent from User.
All notices to Broker Brain pertaining to this Agreement will be in writing, mailed by registered or certified mail, return receipt requested, or delivered by a well-recognized overnight U.S. or international carrier, delivered to Broker Brain, LLC., PO Box 80630 Las Vegas, NV 89180, attention: General Counsel. All notices to User shall be delivered to User’s mailing address or e-mail address as provided by User in User’s account information, as updated by User pursuant to this Agreement. Unless User chooses to opt-out of receiving marketing notices, User authorizes Broker Brain to notify User via commercial e-mails, telephone calls and other means of communication, of information that we deem is of potential interest to User, including without limitation communications describing upgrades, new services or other information pertaining to the Service or other Broker Brain offerings. User shall not have the right to opt-out of service or support notices relating to the services, including without limitation, notices of service modifications, security, performance issues or technical difficulties.
During the term of the Agreement, neither party will disparage the other party or the other party’s trademarks, web sites, Services or services, or display any such items in a derogatory or negative manner on any web site or in any public forum or press release.
