Last updated as of April 15, 2016.
BrokrBook, LLC and its affiliates (“BrokrBook” or “we” or “us”) is the owner and operator of the website, available at www.brokrbook.com (“Website”) and the data, information, tools, updates and similar materials delivered or provided by BrokrBook (collectively, “Service” or “Services.” For the avoidance of doubt, the Website is included in the Services).
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING, USING AND/OR CREATING AN ACCOUNT ON THE SERVICES OR BY COMMUNICATING WITH USERS THROUGH THE SERVICES, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and affiliates. In that case, the terms “you” or “your” shall also refer to such entity and affiliates. If you do not have such authority, or if you do not agree with the Terms, you may not use the Services. You acknowledge that the Terms constitute a contract between you and BrokrBook, even though they are electronic and not physically signed by you and BrokrBook, and that they govern your use of the Services.
You agree that your access to and use of the Services is subject to these Terms and all applicable laws, and that any such access or use is undertaken at your own risk. If you have any questions about the Terms or any of our other policies, please contact us at [email protected]
1. We Reserve the Right to Update and Revise These Terms at Any Time.
From time to time we will review the Terms to ensure they accurately reflect developments in the law and our business operations. We reserve the right to update and revise the Terms at any time. Any new features or tools that are added to the current Services shall also be subject to these Terms. If we do update the Terms, we will notify you here, as well as by doing one or more of the following: 1) posting a notice and link to the updated Terms the next time you log into the Services, at which point you must assent to such updated Terms in order to complete login; 2) posting a pop-up notice and link to the updated Terms on the Website; 3) e-mailing you a notice and link to the updated Terms; or 4) notifying you via RSS feed or pursuant to your user-configured notification preferences in connection with updates to these Terms.
You should review these Terms each time you newly engage with our Services. You will be deemed to have accepted these Terms, as updated, if you continue to use the Services after you receive notice of such updated Terms. We reserve the right to discontinue the Services or any part thereof at any time
By accessing the Services you affirm that you are fully able and competent to enter into and comply with the Terms. We only permit individuals who are at least 18 years old and who can form legally binding contracts with us to use the Services.
These Services are solely available in the United States. You agree that you will not use the Services in any country or in any manner prohibited by United States export control laws or any other law, restrictions, or regulations that apply to you. You can only use or receive the Services to the extent applicable laws do not bar you from doing so.
By using the Services, you represent and warrant that you meet all eligibility requirements we outline in these Terms. We may still refuse to let certain people access or use the Services. We may also change our eligibility criteria at any time. We reserve the right, but are not obligated, to further limit the access of our Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. These Services are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue the Services or any part thereof at any time.
4. Account Registration and Information.
While you may access some of the BrokrBook Services without registration, much of the content and Services available on the Website require registration. Your access to and use of the Services or aspects thereof are limited by your account type, as set forth below. You are solely responsible for any activity that occurs through your account. In order for us to provide you the best possible service, you agree to provide us with complete, accurate, and updated information for your account at all times. Incorrect or outdated information may lead to errors or delays, for which we will not be responsible. If you are creating an account on behalf of an entity, you represent that you are authorized to open the account and agree to this Agreement on behalf of the entity that you identify in your account creation process.
You are solely responsible for maintaining the security of your account and login credentials. You should never publish, distribute, or post login information for your account. We are not liable for any damages or loss caused from any unauthorized account actions. For the avoidance of doubt, you are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including any consequence resulting from your failure to do so. Please notify BrokrBook at [email protected] immediately if you become aware of any unauthorized use of your account. You may not (a) share your account information or (b) use another person’s account.
WE MAKE NO CLAIMS, REPRESENTATIONS OR WARRANTIES REGARDING THE ACTIONS OF ANY CONNECTORS OR BROKERS. BROKRBOOK DOES NOT CONTROL, ENDORSE, HAVE ANY ASSOCIATION WITH OR OTHERWISE TAKE ANY RESPONSIBILITY FOR ANY CONNECTOR OR BROKER OR ITS ACTIONS. IF ANY DAMAGE OR LOSS RESULTS FROM CONNECTORS’ OR BROKERS’ USE OF ANY USER INFORMATION, YOUR USE OF, RELIANCE ON, OR ANY OTHER CONNECTION BETWEEN YOU AND ANY OTHER USER, INCLUDING WITHOUT LIMTATION, CONNECTORS OR BROKERS, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY FOR SUCH LOSS.
BrokrBook Right to Terminate. We reserve the right to refuse registration, to suspend, block, prevent access to, cancel or otherwise terminate an account and/or your right to use the Services at any time, with or without cause, in our sole discretion and without prior notice to you. We may refuse to accept or may cancel any registration, whether or not the registration has been confirmed, for any or no reason, and without liability to you or anyone else. We also reserve the right to limit or prohibit all activity, including registrations that, in our sole judgment, appear to be malicious or unlawful. In the event of termination, your obligations under these Terms will continue.
Your Right to Terminate. You can terminate your account by emailing us at [email protected] However, any license granted by you under these Terms shall survive even after your account has been terminated. In addition, copies of User Content may have been retained as part of our routine backups. Notwithstanding the foregoing, any outstanding payment obligations, and any restrictions, reservations of rights and confidentiality as set forth herein shall remain in full force and effect upon the termination of this Agreement.
6. Marketplace and Commission.
The purpose of the Services is to connect Guests and Clients with Brokers in order to consummate a desired Transaction.
a. Upon Client’s hiring of a Broker and successful consummation of a Transaction via that Broker through the Services, that Broker’s brokerage firm shall pay BrokrBook a referral fee equal to 20% of the commission received (the “Referral Fee”). Within a reasonable time after BrokrBook’s receipt of the Referral Fee, BrokrBook shall pay the Client 50% of the related Referral Fee it receives. BrokrBook shall make no distributions or other payments unless and until it is paid its respective Referral Fee in full.
b. If a prospective Client submits an Inquiry using the link set forth in the Connector Referral Email, and the Inquiry results in the consummation of a Transaction and BrokrBook’s receipt of a Referral Fee, that Connector shall receive 25% of such Referral Fee less all distributions made pursuant to Section 6(a) above. BrokrBook shall make no distributions or other payments unless and until it is paid its respective Referral Fee in full.
7. Availability and Quality.
These Terms only govern the use of our Services. We may block access to certain Services (or certain features or content thereof) at any time for any reason. It is your responsibility to make sure your use of the Services is legal where you use them.
We do not warrant that the quality of any of our Services, products, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Services will be corrected.
We may host user-generated content from our Users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content.
Due to maintenance, security or capacity issues, and also to some events over which we may not influence (force majeure, equipment malfunction, power failures, hostile attacks, etc.), BrokrBook may be temporarily suspended or affected. We shall use our best commercially reasonable efforts to correct any errors and minimize any disruption, inaccessibility and/or inoperability of BrokrBook, whether scheduled or not. Where feasible, we will endeavor to provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.
9. Modification of Services.
We may modify, update, or discontinue the Services (including any of their features) at any time without liability to you or anyone else. However, we will make a reasonable effort to notify you before we make such a change. We will also allow you a reasonable time to save User Content. If the modified Service is not acceptable to you, your only recourse is to cease using the Services. If we discontinue the Services in their entirety, we will provide you with a pro rata refund for any unused fees for those Services that you may have prepaid.
10. BrokrBook License.
Subject to your compliance with these Terms and the law, you may access and use the Services. We (and our licensors) remain the sole owner of all right, title, and interest in the Services. We reserve all rights not granted under these terms. In addition, any content that we provide to you is licensed on a personal, revocable, non-sublicensable, non-assignable and non-exclusive basis, not sold to you. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms. Our Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws.
11. User Content.
“User Content” means any data or content you upload, post, share, transmit or otherwise make available via the Services, including without limitation user name, email address, phone number and information in connection with an Inquiry. You retain all rights and ownership of User Content. You are solely responsible for User Content, its accuracy, and for the consequences of submitting or posting User Content. We are not responsible for, and we do not endorse, the opinions, advice, suggestions or recommendations constituting User Content, and we specifically disclaim any liability in connection therewith.
License to User Content.We do not claim any ownership rights to User Content. We do, however, require certain licenses from you, as set forth in these Terms, in order to operate and enable the Services. For example, we need to be able to transmit, store and copy User Content in order to display it to you and other Members, to create backups to prevent data loss, and anything else BrokrBook deems necessary to provide the Services. Your acceptance of the Terms gives us the permission to do so and grants us any rights necessary to provide the Services to you. This permission includes allowing us to use third-party service providers in the operation and administration of the Services, and the rights granted to us are extended to these third parties to the degree necessary.
BrokrBook Access.We will not access, view, or listen to any User Content, except as set forth in the Terms and as reasonably necessary to perform the Services, including to monitor your conduct and misuse (see Section 12 herein). Actions reasonably necessary to perform the Services may include (but are not limited to) (a) responding to support requests and facilitating communication among Guests and Members; (b) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; and (c) enforcing these Terms. We reserve the right to review, remove, block, or modify any content on the Services, including User Content, without notice or further obligation to you.
Disclaimers. BrokrBook does not control or endorse the content or data contributed by you. We make no claims or representations regarding any content we do not create. Unless explicitly stated, we do not endorse or have any associations with third-party sites or resources that we may link to on the Services. We take no responsibility related to User Content or third party content or any actions resulting from your use of any part of the Services. If any damage or loss results from your use of, reliance on, or any other connection between you and any content or data that any third party makes available, you acknowledge and agree that we are not responsible or liable, directly or indirectly. When you access third party resources on the Internet or through the Services, you do so at your own risk.
12. Conduct and Misuse.
In addition to any other act that BrokrBook in its sole discretion deems to be misuse, you may not:
You are responsible for your conduct, User Content and all communications with others while using the Services. We are not responsible for the accuracy, appropriateness, or legality of your conduct, User Content or any other information you may post, submit, make available or access by using the Services.
BrokrBook has no obligation to monitor any information on the Services. Nevertheless, you acknowledge that BrokrBook and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of User Content that is available via the Services. We may also review User Content transmitted through non-public mechanisms (such as non-public channels within the Services) where we deem appropriate, including for violations of the Terms or in response to a user complaint. You must evaluate, and bear all risks associated with, the use of User Content and any other content you submit.
You shall comply with any codes of conduct, policies, storage limitations, or other notices BrokrBook provides or publishes in connection with the Services. You shall promptly notify BrokrBook if you learn of a security breach related to the Services.
13. Your Warranty and Indemnification Obligations.
By uploading User Content or any other content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use, submit, or share such User Content and (b) the rights necessary to grant the licenses in these terms. You also represent that such User Content and your other activities in connection with the Services, and BrokrBook’s exercise of all rights and licenses granted by you in the Terms, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does such User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
You will defend, indemnify and hold us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors harmless from any claim, demand, liabilities, loss, expenses or damages, including without limitation reasonable attorneys’ fees, arising out of or related to your User Content or any other content to the Services, your use of the Services, or your violation of these terms.
14. Errors, Inaccuracies, and Omissions.
Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in the Services is inaccurate at any time without prior notice.
We undertake no obligation to update, amend or clarify information in the Services, including pricing information, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated.
15. BrokrBook Intellectual Property.
Except as otherwise provided herein, the Services and all content appearing therein are the exclusive property of BrokrBook or our licensors and is protected by United States and international copyright laws. All trademarks, service marks, and trade names that appear on the Services and the overall “look and feel” of the Services (including color combinations, button shapes, layout, design and all other graphical elements) (collectively the “Marks”) are proprietary to BrokrBook, or the respective owners of such Marks. You may not display, reproduce, or otherwise use the content or materials on the Services, including the Marks, without first receiving written consent from us. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the Services.
Scraping the Services or using other automated or manual means to take our content is expressly prohibited. Any unauthorized use of any content or materials on the Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes.
If you would like to request authorization to use the materials or content on the Services, please contact us at [email protected]
16. Copyright Infringement.
BrokrBook has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). You are hereby informed that BrokrBook has adopted and reasonably implemented a policy that provides for the termination of access, in appropriate circumstances, to Users who are repeat copyright infringers. BrokrBook may, in appropriate circumstances and at its discretion, disable and/or terminate access to Users who may be infringing the intellectual property of a third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide BrokrBook’s Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):
BrokrBook’s agent for notice of claims of copyright or other intellectual property infringement can be reached via email at [email protected] or via regular mail at the following address: BrokrBook, LLC, 379 West Broadway, 2nd Floor, New York, NY 10012, Attention: Copyright Agent, Leanne Heeg.
17. Complaint Policy
If you believe in good faith that any material posted on the Website infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to [email protected], containing the following information:
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.
18. WARRANTY DISCLAIMER.
THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BROKRBOOK DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO (A) YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR COMMUNICATIONS WITH, AND TRANSACTIONS FACILITATED BY A BROKER; (B) USER CONTENT; OR (C) ANY OTHER COMMUNICATIONS, TRANSACTIONS, CONTENT OR DATA ON THE SERVICES, WHETHER PROVIDED OR OWNED BY YOU, BROKRBOOK OR BY ANY THIRD PARTY OR USER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUSES, BUGS, WORMS, “TROJAN HORSES” OR OTHER DESTRUCTIVE MATERIALS TO THE SERVICES (“HARMFUL COMPONENTS”), AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, BROKRBOOK DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT, INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES. ALTHOUGH WE INTEND TO TAKE REASONABLE STEPS TO PREVENT THE INTRODUCTION OF HARMFUL COMPONENTS, WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICES OR MATERIALS THAT MAY BE DOWNLOADED FROM THE SERVICES DO NOT CONTAIN SUCH HARMFUL COMPONENTS. WE ARE NOT LIABLE FOR ANY DAMAGES OR HARM ATTRIBUTABLE TO SUCH COMPONENTS. IF YOU RELY ON THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES, YOU DO SO SOLELY AT YOUR OWN RISK.
Notwithstanding the above, you understand and agree to the following:
BrokrBook has no control over, and no duty to take any action regarding which Users access the Services, what content you access via the Services, what effects the content may have on you, how you may interpret or use the content, or what actions you may take as a result of your exposure to the content.
19. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BROKRBOOK OR ANYONE REPRESENTING BROKRBOOK, INCLUDING ANY THIRD PARTY PROVIDER, BE RESPONSIBLE FOR, OR LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY BROKER, CONTENT OR USER CONTENT, COMMUNICATIONS OR TRANSACTIONS PROVIDED THROUGH OR OTHERWISE FACILITATED BY THE SERVICES OR ANY ERRORS OR OMISSIONS IN ANY SUCH CONTENT; (II) ANY ERRORS, OMISSIONS OR ANY OTHER ACTION ATTRIBUTABLE TO A BROKER; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR THE SERVERS OF BROKRBOOK OR ITS THIRD PARTY PROVIDERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN BY; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (V) ANY HARMFUL COMPONENTS THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (VI) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (i) FEES PAID TO US FOR THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (ii) $100.00.
THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BROKRBOOK WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Website may contain links to third-party websites or resources. You acknowledge and agree that BrokrBook is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by BrokrBook of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
If any part of these Terms is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.
22. Entire Agreement.
Notwithstanding anything to the contrary herein, these Terms constitute the entire agreement between you and BrokrBook and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to these Services. Any rights not expressly granted herein are reserved.
23. Governing Law, Dispute Resolution, Arbitration And Class Action Waiver
You agree that your use of the Services in another jurisdiction does not give rise to personal jurisdiction over BrokrBook in jurisdictions other than New York. The laws of the State of New York will govern these Terms and the relationship between you and BrokrBook as if you signed these Terms in New York, without regard to New York State’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded and/or modified only to the extent such provisions are inconsistent. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK. In any such proceeding, you agree that service may be made upon you via e-mail at your e-mail address that we then have on-file.
This Section 23 includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.
Informal Process First. You agree that in the event of any dispute between you and BrokrBook, you will first contact BrokrBook and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of BrokrBook’s Services, or relating in any way to BrokrBook’s communications with you, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and BrokrBook. However, this arbitration agreement does not (a) govern any Claim by BrokrBook for infringement of its intellectual property or access to the Services that (including the Website) is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access this Website or the date you receive any Services by following the procedure described below.
Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration. Instead, the dispute is resolved by a neutral arbitrator. Court review of an arbitration award is limited. Except to the extent the parties agree otherwise, arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and BrokrBook are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive any termination of these Terms.
If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to BrokrBook, LLC, Attn: Legal, 379 West Broadway, 2nd Floor, New York, NY 10012. The arbitration shall be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.
The number of arbitrators shall be one. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The arbitration will be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed the Services on behalf of an entity, we will reimburse those fees for claims totaling less than $100, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence shall not apply to the below subsection entitled “Class Action Waiver.”
Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.
If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and BrokrBook each waive any right to a jury trial.
We are not liable for any failure to perform any of our obligations stated in these Terms if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure, or degradation.
You cannot assign, transfer or sublicense these Terms without first obtaining our consent. We may assign, transfer, or delegate any of our rights and obligations without consent. These Terms do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.
If we do not enforce any part of these Terms, it does not mean we give up the right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver.
The section and paragraph headings in these Terms are for convenience only and do not affect their interpretation. Whenever the words “include,” “includes” or “including” are used in the Terms, they shall be deemed to be followed by the words “without limitation.” Whenever the word “or” is used in the Terms, it shall not be deemed exclusive. All terms defined in the Terms shall have the defined meanings when used in any of the Terms unless otherwise defined therein. The definitions contained in the Terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.
You agree that regardless of any statute or law to the contrary, any claim or cause of action by you related to the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
25. Contact Us.
If you have any questions, complaints, or claims with respect to the Services or any of the BrokrBook agreements or Terms, you may contact us at [email protected]
Copyright © 2015. BrokrBook, LLC. All Rights Reserved.
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