Terms-of-Service Agreement

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Last Modified: May 30, 2023

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This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully.

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This Agreement requires the use of arbitration to resolve disputes, rather than jury trials or class actions.

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This Terms-of-Service Agreement (“Agreement”) is a binding contract between you (“Customer,” “you,” or “your”) and DMWS 45, LLC "DBA: BRE Leads" (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the Services.

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This Agreement takes effect when you click the “I accept” button below or by accessing or using the Services (“Effective Date”). By clicking on the “I Accept” button below or by accessing or using the Services you (a) acknowledge that you have read and understand this Agreement; (b) represent and warrant that you have the right, power, and authority to enter into this Agreement and, if entering into this Agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this Agreement and agree that you are legally bound by its terms.

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If you do not agree to these terms, please select the “I Decline” button below. If you do not accept these terms, you may not access or use the Services.

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1. Definitions.​

   1. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

   2. “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer electronically.

   3. “Provider IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the Services but does not include Customer Data.

   4. “Services” means the services provided by Provider under this Agreement that are detailed on Provider’s website available at best-realestate.net.

   5. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

2. “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been bought under this Agreement.

3. Affiliated Business Relationship Notice. This is to give you notice of business relationships among the following providers. DMWS 45, LLC (“BRE Leads,” which operates the Services) and CRM Voice, LLC (“CRM Voice”) are affiliated companies and each may refer to you the services of another. Because of these relationships, any referrals of you by either company may provide the referred company, its direct or indirect parent, and their respective employees with a financial or other benefit.

4. Access and Use.

   1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms of this Agreement, Provider hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users under the terms of this Agreement. Provider shall provide you the necessary passwords and access credentials to allow you to access the Services. All deliverables of the Services are created and delivered in full immediately on signup and can be accessed by logging into your CRM account at crmvo.com. If you have trouble logging into your account, it is your responsibility to contact best@cxteam.freshdesk.com so our team can help you get logged in.

   2. Documentation License. Subject to this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

   3. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.

   4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights in it, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data input into the Services. You acknowledge that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, on condition that those Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

   5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any part or all the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) according to Section 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

5. Customer Responsibilities.

   1. Terms of Use. The Services shall not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set out in Provider’s Terms of Use (“TOU”) located at https://www.best-realestate.net/terms-of-use, as may be amended from time to time, which is incorporated by reference. You will comply with all terms of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://www.best-realestate.net/terms-of-use from time to time, including the TOU.

   2. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to that Authorized User’s use of the Services and shall cause Authorized Users to comply with those provisions.

   3. Ad Campaigns. Ad campaigns will be built out on request or after you complete your onboarding call. You acknowledge that Provider is not required to provide ad campaigns until your onboarding is completed. If you are unable to advertise on Google or Facebook, Provider will use commercially reasonable efforts to help you get unbanned or your advertising privileges reinstated. If Provider is unable to get you unbanned or your advertising privileges reinstated, Provider is not required to provide the accompanied campaigns for that specific platform and you are still responsible for the full price of the Services.

   4. Customer Data. You hereby grant Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.

   5. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

   6. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, those Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not access or use those Third-Party Products.

   7. Support Services: Phone, SMS, Email & Check-In Zoom support services are included free for 30 days upon signing up for the BRE Leads' system. After 30 days, Customer agrees to automatic payments of $47/month for continued support services. Support services are automatically enrolled and renewed upon signing up. If you would like to cancel support services, please contact help@best-realestate.net. Cancelling support services do not affect access to the BRE Leads' system. Please see the Limited Refund Requirements section to see how cancelling support services affects the Limited Refund.

   8. Deposits: All deposits for the system are non-refundable and acknowledged as a contractual first payment for the system.

6. Fees and Payment. Customer shall pay Provider the fees as described on the sales page (“Fees”) according to the payment plan selected. Customer shall make all payments in US dollars on or before the due date for the payment plan selected. You hereby authorize Provider to charge the credit or debit card you provide according to the price and payment plan selected. You represent and warrant that (a) the credit or debit card information you supply to us is true, correct, and complete; (b) you are duly authorized to use that credit or debit card for the purchase; (c) charges incurred by you will be honored by your credit card company or bank; and (d) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted at the time of your order. If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if that failure continues for 30 days or more, Provider may suspend, under Section 3(f), Customer’s and all other Authorized Users’ access to any portion or all of the Services until those amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under this Agreement, other than any taxes imposed on Provider’s income.

7. Third-Party Fees. To get the most out of the Services, you may be required to pay for one or more of the following Third-Party Products:

   1. Advertising Fees. By purchasing the Services, you acknowledge that all ad spend is needed to run ads and not paid to BRE Leads.

   2. Domain Fees. You are responsible for all fees relating to any domains used in connection with the Services. If you want to use one of Provider’s white label domains, you are required to pay a $5 per year domain usage fee to Provider and agree to allow Provider to charge this fee to your provided payment method. You may cancel this charge at any time, but you will lose access to the white label domain.

   3. Calling, Phone Number, and Email Fees. You are responsible for all messaging and phone number-related fees to use the Services. If you do not have your own third-party provider for these services via Twilio and Mailgun, Provider has made arrangements with CRM Voice to enable messaging and emailing for $20 per month (paid directly to CRM Voice) + Usage charges per sms/call/voicemail/email sent. Usage fees laid out directly at crmvo.com. Please note that you will also be charged in increments of $10 for email, voice, and SMS credits that may be reloaded at any time. You agree to allow Provider to charge the provided payment method for these fees. You may cancel these charges at any time, but you will lose access to messaging. You acknowledge that Provider will receive a financial benefit if you buy CRM Voice through Provider.

 

1. Refunds; Chargebacks. You acknowledge that your payment to us is directly for system usage and must be paid in full every month whether you use the Services or not while subscribed to our service. Buildout starts immediately after signup and cannot be stopped once started. If you are restricted from advertising on Google or Facebook, you receive a discount on your Fees but can cancel or pause at the end of the subscription period. Accordingly, all sales are final. Any refunds for the Services shall not be requested. You shall not chargeback any amounts charged to your credit/debit card. If you chargeback a credit/debit card charge for a payment initiated by you, Provider may recover the amount of the chargeback in addition to $50 by any means considered necessary, including but not limited to recharging your credit/debit card or having the amount recovered by a collection agency.

2. Limited Refund Requirements. To be eligible for Provider’s limited refund, you must meet the following requirements:

   1. You must have been using the Services for at least six months;

   2. It has been no more than seven months and two weeks since you bought the Services (date of first payment to Provider) (Extra time provided in the event of a system outage, account error or ad account ban);

   3. You must first obtain Provider’s approval to change any of the provided campaigns, qualification questions, qualification settings, targeting, or provided media (pictures);

   4. You must spend a minimum of $300 per month on Ad Spend solely on the Advertising Campaigns (if Facebook advertising is banned or restricted, you may use Google to spend the same amount);

   5. To meet the limited refund, you must conduct all your initial communications with leads using the provided automated and scripted messages until they become a client, or an agreement is signed;

   6. You have shown up on time for every booked appointment you receive and calls for the appointments must have been made inside the CRM;

   7. You must not have deleted any contacts or conversations you have had with leads inside the CRM;

   8. You or an Authorized User must have called all the leads that respond a minimum of three times in the first thirty days of receiving the leads (does not include automated messages). Communications must be performed inside the provided CRM and you, or an Authorized User, must respond to all replies inside the CRM within 72 hours of receiving the reply. You should not have any unread messages as well;

   9. You must have completed the provided system training & lead conversion training from BRE Leads in the Training Portal located in the CRM;

   10. You must reach out to Provider promptly if there is an error in your system, system outage or ad account ban. Any messages regarding errors must be sent within 24 hours of the error occurring.

   11. You must have made all your payments on time;

   12. You must have completed less than three transactions/closings with buyers, sellers, or renters within the six-month period. This includes closing from paid ads or our organic marketing as a result from the Services, Trainings or System;

   13. You must submit a formal request for a refund with supporting evidence to best@cxteam.freshdesk.com.

   14. You must have paid for and used support during the 6 months using the system. If you opt not to get support, you will not be entitled to a refund. 

   15. After you submit your formal request for a refund to best@cxteam.freshdesk.com , you must communicate with Provider until a decision is made.

   16. If all the above requirements are met, BRE Leads will refund the system setup fee..

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(A.I. Only) Limited Refund Requirements. Only To be eligible for Provider’s limited refund, you must meet the following requirements:

1. You must have been using the Services for at least six months;

2. It has been no more than seven months and two weeks since you bought the Services (date of first payment to Provider) (Extra time provided in the event of a system outage, account error or ad account ban);

3. You must first obtain Provider’s approval to change any of the provided workflows & A.I. scripts provided to you during your initial setup;

4. You must upload a minimum of 200 quality and skip-traced leads a month;

5. To meet the limited refund, you must conduct all your initial communications with leads using the provided automated and scripted messages until they become a client, or an agreement is signed;

6. You have shown up on time for every booked appointment you receive and calls for the appointments must have been made inside the CRM. In the event calls cannot be made in the CRM, you may call using a personal phone but must track all communication in notes of the crm;

7. You must not have deleted any contacts or conversations you have had with leads inside the CRM;

8. You or the A.I. must have called all the leads that respond a minimum of 5 times in the first thirty days of uploading the leads (does not include automated messages). Communications must be performed inside the provided CRM and you, or the A.I., must respond to all replies inside the CRM within 72 hours of receiving the reply. You should not have any unread messages as well;

9. You must have completed the provided system training, A.I. training & lead conversion training from BRE Leads in the Training Portal located in the CRM;

10. You must reach out to Provider promptly if there is an error in your system, system outage or ad account ban. Any messages regarding errors must be sent within 24 hours of the error occurring.

11. You must have made all your payments on time;

12. You must have completed less than three transactions/closings with buyers, sellers, or renters within the six-month period. This includes closing from paid ads or our organic marketing as a result from the Services, Trainings or System;

13. You must submit a formal request for a refund with supporting evidence to best@cxteam.freshdesk.com.

14. You must have paid for and used support during the 6 months using the system. If you opt not to get support, you will not be entitled to a refund.

15. After you submit your formal request for a refund to best@cxteam.freshdesk.com , you must communicate with Provider until a decision is made.

16. If all the above requirements are met, Best Real Estate will refund the system setup fee.

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1. Confidential Information. From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this Agreement and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, on condition that the party making the disclosure under the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date that Confidential Information is first disclosed to the receiving party and will expire five years afterward, except that with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as that Confidential Information remains subject to trade secret protection under applicable law.

   1. Non-Disparagement

      1. Both Parties hereby agree to refrain from publishing or making slanderous, disparaging, degrading, offensive or negative information regarding either parties and any of their respective principals, employees, affiliates or business practices, strategies or plans, orally or in writing, in any online or offline forum whatsoever, including but not limited to, social-media channel posts, messages, text messages, or phone calls to existing or potential Clients of Servicer. Doing so will be deemed as a breach of this agreement.

   2. Non-Disclosure

      1. Both Parties hereby agree to refrain from publishing any information regarding to their business relationship orally or in writing, in any online or offline forum whatsoever, including but not limited to, social-media channel posts, messages, text messages, or phone calls to existing or potential Clients of Servicer. Doing so will be deemed as a breach of this agreement.

2. Privacy Policy. Provider complies with its privacy policy available at https://www.best-realestate.net/privacy-policy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described in it. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

3. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating to it, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback irrespective of any other obligation or limitation between you and us governing that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose, although we are not required to use any Feedback.

4. Limited Warranty and Warranty Disclaimers.

   1. Provider Warranty. Provider warrants that it provides the Services using a commercially reasonable level of care and skill. The foregoing warranty does not apply, and Provider strictly disclaims all warranties, with respect to any Third-Party Products.

   2. Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the Services are in compliance with the TOU.

   3. Except for the limited warranty set out in Section 13. (a), the Services are provided “as is” and Provider specifically disclaims all warranties, whether express, implied, statutory, or otherwise. Provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Provider makes no warranty of any kind that the Services, or any products or results of the use of the Services, will meet your or any other person’s or entity’s requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any third party’s software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected.

   4. You acknowledge that Provider does not guarantee a specific lead cost, lead volume, or lead response rate via the marketing system. Provider does not promise, guarantee, or warrant your business success, income, or sales.

5. Indemnification.

   1. Provider Indemnification.

      1. Provider shall indemnify, defend, and hold harmless Customer from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable attorneys’ fees (“Losses”), incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services under this Agreement, infringes or misappropriates that third party’s US patents, copyrights, or trade secrets, on c that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of that Third-Party Claim.

      2. If such a Third-Party Claim is made or Provider reasonably anticipates such a Third-Party Claim will be made, Customer shall permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part of it, to make it non-infringing; or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 13(a)(ii) sets out your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

      3. This Section 14.(a) will not apply to the extent that any such Third-Party Claim arises from Customer Data or Third-Party Products.

   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, managers, members, employees, agents, affiliates, successors, and assigns from and against all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data under this Agreement, infringes or misappropriates that third party’s intellectual property rights; or (ii) based on Customer’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement, on condition that Customer shall not settle any Third-Party Claim against Provider unless Provider consents to that settlement, and further on condition that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense of it by counsel of its own choice.

6. Limitations of Liability. In no event will Provider be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Provider was advised of the possibility of those losses or damages or those losses or damages were otherwise foreseeable. In no event will Provider’s aggregate liability arising out of or related to this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to provider under this agreement in the 12-month period preceding the event giving rise to the claim or $2,500, whichever is less. The exclusions and limitations in this Section 15. do not apply to the parties’ obligations under Section 1114..

7. Term and Termination.

   1. Term. The term of this Agreement begins on the Effective Date and continues until terminated.

   2. Termination. In addition to any other express termination right set out in this Agreement:

      1. you may terminate this Agreement for any reason at any time on written notice to Provider.

      2. either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and that breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of that breach; or

      3. either party may terminate this Agreement, effective immediately on written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

   3. Effect of Termination. On termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. No termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before that termination, or entitle Customer to any refund.

   4. Survival. This Section 16.(d), Sections 5, 10, 14, 15, 18, 19, 20, 22. and 23, and any right, obligation, or required performance of the parties in this Agreement that, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.

8. Modifications. You acknowledge that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

9. Export Regulation. The Services use software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

10. Governing Law and Jurisdiction. Wyoming law governs this Agreement without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wyoming. Except as otherwise set out in Section 19, any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted under it will be instituted exclusively in the federal courts of the United States or the courts of the State of Wyoming in each case located in the city of Sheridan and county of Sheridan, and each party irrevocably submits to the exclusive jurisdiction of those courts in any such suit, action, or proceeding.

11. Dispute Resolution and Binding Arbitration.

    1. You and DMWS 45, LLC are agreeing to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.

Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of products or services through us, will be resolved exclusively and finally by binding arbitration.

1. The American Arbitration Association (“AAA”) will administer the arbitration according to the Consumer Arbitration Rules (“AAA Rules”) then in effect, except as modified by this Section 20.. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitration will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

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If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.

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1. You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of your purchase. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

2. You agree to an arbitration on an individual basis. In any dispute, neither you nor BRE Leads will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member, or in a private attorney general capacity. The arbitral tribunal must not consolidate more than one person’s claims and must not preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver must only be raised in a court of competent jurisdiction.

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If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

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1. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

2. Consent to Communications. By using the Services, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

3. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of it and supersedes all earlier and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to that subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.best-realestate.net/terms-of-use (scroll to bottom of the terms) and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given on receipt by us. The invalidity, illegality, or unenforceability of any provision in this Agreement does not affect any other provision in it or the validity, legality, or enforceability of that provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to that breach or any later breaches. This Agreement is personal to you and may not be assigned or transferred for any reason without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations under it.